being allowed to proceed, or being withdrawn or not being presented, or of an act being passed authorizing the making of such work or undertaking, unless upon the production of the certificate of the chairman of committees of the House of Lords with reference to any proceeding in the House of Lords, or of the Speaker of the House of Commons with reference to any proceeding in the House of Commons, that the said petition or bill was rejected or not allowed to proceed, or was withdrawn during its passage through one of the Houses of Parliament, or was not presented, or that such act was passed, which certificate the said chairman or Speaker shall grant on the application in writing of the person or persons, or the majority of the persons named in such warrant, or the survivor or survivors of them: Provided always, that the granting of Proviso. any such certificate, or any mistake or error therein or in relation thereto, shall not make the chairman or Speaker signing the same liable in respect of any monies, stocks, funds, and securities which may be paid, deposited, invested, or transferred in pursuance of the provisions of this act, or the interest or dividends thereof.

9 & 10 VICT. cap. 28.

An Act to facilitate the Dissolution of certain Rail

way Companies.

[3rd July, 1846.]

WHEREAS it is expedient to facilitate the dissolution Preamble. of certain railway companies as hereafter mentioned,

and to afford facilities for the winding up the concerns of such companies:

1. May it therefore please your Majesty that it may Companies be enacted; and be it enacted by the Queen's most ex- may discellent Majesty, by and with the advice and consent of solve. the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, That when any persons or companies, before the passing of this act, shall have entered into any contract usually called a subscription contract, or any other agreement or agreements, in writing or otherwise, for the formation of a company or partnership for making any railway which cannot be carried into execution without obtaining the authority of Parliament, and in respect of which an act shall not before the passing of this act have been obtained, it shall be lawful for such persons or companies to dissolve the said company or partnership, contract or agree

K

Committee may call

consider dissolu

tion.

ment, in manner hereinafter mentioned, and that whether or not such contract or agreement shall contain any powers or provisions for dissolution of the company or partnership intended to be thereby formed: Provided nevertheless, that nothing herein contained shall prevent any such persons or companies from exercising any such power or provision for dissolution in their contract or agreement contained, if they shall see fit, at any time before availing themselves of the powers in this act contained: Provided also, that the provisions of this act shall be taken to apply to any contract or partnership for the making any railway, notwithstanding that the agreement or partnership may relate to any other objects in connexion therewith; and (unless a separate capital and separate subscription shall exist as regards the different objects) then on a dissolution under the provisions of this act the dissolution shall extend to the whole objects of the contract or partnership.

2. And be it enacted, That it shall be lawful for the committee, provisional directors, or other persons by such meetings to contract or agreement as aforesaid intrusted with the management and carrying into effect of the undertaking, and who are hereinafter called "the committee," to call a meeting of the shareholders for the purpose of determining whether the partnership or company so as aforesaid intended to be formed (and which is hereinafter called "the company") shall be dissolved; and that if such meeting shall determine, as after mentioned, that the company shall be dissolved, then as from the date of the resolution come to at such meeting the company shall be taken to be dissolved, and the committee shall not have power to proceed any further with the undertaking.

Shareholders

3. And be it enacted, That it shall be lawful for any 5 shareholders, as after defined, by writing under their hands, may require to require the committee to call a meeting for the purpose committee aforesaid; and that if the committee shall refuse or neglect,

to call meeting,

and in de

fault may call it themselves.

for six days after any such requisition shall have been left at the registered place of business of the company, as regards England and Ireland, and as regards Scotland, at the usual place of business, or shall have been served personally on any member of the committee, to call such meeting by notice as after mentioned, or if for any reason whatever such meeting shall not be convened and held in pursuance of the directions herein contained, it shall be lawful for any 5 shareholders to call such meeting; and after any such requisition shall have been left or served as aforesaid, it shall not be lawful for the committee or any of them to make any payments out of the monies of such company, except in discharge of bonâ fide debts or liabilities, or in performance of contracts or engagements,

previously entered into, and in payment of the expenses of calling and holding such meeting or any adjourned meeting, nor to enter into any contracts or engagements on behalf of the company or affecting the property thereof, nor to issue any shares or scrip of or representing the capital stock of such company, until the meeting called as aforesaid shall have determined the question of dissolution.

4. And be it enacted, That the meeting shall be held to Meeting have been duly called, although the votes of the parties duly callel, calling the same, or any of such votes, shall be disallowed although at the meeting by the scrutineers to be appointed as votes dishereinafter mentioned.

allowed.

5. And be it enacted, That the calling of any such Notice of meeting shall be by notice, signed either on behalf of the meeting to committee by any one member of the same, or in case the be by admeeting shall be called by the shareholders, then by the vertiseshareholders calling the same, such notice to be advertised ment. in the London Gazette eight clear days and not more than fifteen days before the time to be therein fixed for holding such meeting; and also within the before-mentioned limits as to time in three London daily newspapers; that in the case of railways to be made in Ireland, the said notice shall also be advertised within the before-mentioned limits as to time in the Dublin Gazette, and in two newspapers in common circulation in the city of Dublin; and as to railways to be made in Scotland, the said notice shall also be advertised, within the before-mentioned limits as to time, in the Edinburgh Gazette and in two newspapers in common circulation in the city of Edinburgh.

6. And be it enacted, That every notice of meeting shall Day &c. of specify the day, hour, place, and purpose of meeting; and meeting. the parties entitled to be present at such meeting shall be the persons producing the shares, scrip, or receipts herein

after defined or the proxies after mentioned.

7. And be it enacted, That every meeting so called shall Chairman. elect a chairman within one hour of the time appointed for holding such meeting, and that the person to be in the chair at every such meeting shall be some member of the committee, to be elected by a majority of the members of the committee present at the meeting, and in case the votes of the members of the committee present shall be equally divided, or if from any cause there shall be no member of the committee so elected, then some shareholder entitled to vote shall be elected by the meeting; and every person present, either in respect of shares or of a proxy, shall have one vote only for the election of the chairman, and scrutineers; and every chairman shall have a casting vote, in addition to any other vote which he may be entitled

Chairman

bound to

put questions proposed, and

no other business.

Scrutineers to be elected.

Case of the chairman not being entitled to

vote.

Adjournment of meetings in case quorum

after men

tioned shall

not be pre

sent.

to; and if any such chairman shall refuse to give his casting vote on the question of dissolution or bankruptcy as after mentioned, the question shall be considered as carried in the affirmative for dissolution or bankruptcy.

8. And be it enacted, That the chairman at every such meeting shall be bound to put to the meeting any question proposed for the dissolution of the company, or as to the bankruptcy thereof, and also as to the election of scrutineers, and that no business shall be transacted at any such meeting other than the consideration of any such question so proposed, and the election of a chairman and scrutineers.

9. And be it enacted, That immediately after the election of a chairman the meeting shall proceed to elect as scrutineers 3 shareholders in the company, whose business it shall be to verify as after mentioned, and take the votes of the shareholders entitled to vote, and cast up and declare the same, and the decision in writing of them or of any 2 of them shall be final in all respects.

10. And be it enacted, That in case it shall be discovered by or shown to the scrutineers that the chairman at any meeting is not entitled to vote as a shareholder, it shall be lawful for the meeting either to elect a new chairman or to maintain such existing chairman, but such chairman so maintained in office shall not thereby acquire the right of voting as a shareholder, or of giving a casting vote; and in case the votes shall be equally divided the resolutions shall be considered as carried in the affirmative for the dissolution and as to the bankruptcy of the company: Provided always, that all votes, acts, and deeds by any chairman not entitled to vote, or by the meeting presided over by him, given or done before the discovery of his not being so entitled, or given afterwards if he be so maintained, shall be valid and effectual; and, as regards the election of chairman and scrutineers by the votes of the parties present, and producing scrip or proxies, no objection after the election shall be made on its being shown that they were not entitled to be present.

11. And be it enacted, That at any such meeting as aforesaid, in the event of the prescribed quorum after mentioned not being present and voting at such meeting, then the chairman shall cause the votes of the persons constituting the said meeting to be taken and recorded, and shall then adjourn the same to be held at the same place, and at a day to be declared by the chairman, such day not being less than 3 days and not more than 1 week from the original day of meeting, such day and the time of meeting in the meantime, as regards any meeting held in any part of England, being advertised twice in each of 3 London daily newspapers, and in the

case of a meeting held at Edinburgh twice in 2 Edinburgh newspapers, and in the case of a meeting held in Dublin twice in 2 Dublin newspapers; and at such adjourned meeting the votes of such persons constituting the same as had not voted at the original meeting shall be taken and recorded, and the total amount of votes given at the original and adjourned meeting shall be received as if given at one and the same meeting.

12. And be it enacted, That the only persons entitled to Who to be present and vote at any such meeting as shareholders by vote. themselves or proxies shall be those persons who shall for the time being be in possession of and produce certificates or receipts declaring parties entitled to shares in any company, or acknowledging the receipt of a deposit in such company, usually termed "scrip" or "receipts" for deposits on shares, and that notwithstanding the party in possession may not be the party to whom the same was originally granted, or that the same may not have been legally assigned to the party in possession, or notwithstanding the same may be possessed by the holder as a mere mortgagee, or in any other manner, or the same may be subject to any charge or lien, and which parties are by this act called "shareholders;" provided that nothing herein contained shall authorize more than one vote, either for dissolution or bankruptcy, to be given in respect of the same share, notwithstanding any transfer or delivery of such share after a vote shall have been given in respect thereof.

13. And be it enacted, That every shareholder shall, in Scale of voting on the questions of dissolution and bankruptcy, be voting. entitled to 1 vote, by himself or proxy, in respect of every share held by him, or in respect of which scrip or receipts may have been issued or deposits paid, and that all shareholders producing such shares, scrip, or receipts shall be entitled to attend meetings and to appoint proxies according to the form contained in the schedule hereunto annexed, or in some form to the like effect: provided always, and be it enacted, That the fact of any such party attending any such meeting shall not in anywise increase or alter, either in law or equity, his rights or liabilities.

14. And be it enacted, That the appointment of any such Proxies. proxy shall be signed by the party appointing the same before a master or master extraordinary of the Court of Chancery in England or Ireland, or a justice of the peace in England or Ireland, or before a sheriff or sheriff substitute or justice of the peace in Scotland, or where such shares, scrip, or certificate shall be in possession of any parties beyond seas, the said proxy shall be signed as aforesaid before any of her Majesty's consuls or vice-consuls, or a notary public; and that on signing the same, the share, scrip or