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with respect to the going out of office by rotation, be deemed a new auditor.

CIV. If any vacancy take place among the auditors in the course of the current year, then at any general meeting of the company the vacancy may, if the company think fit, be supplied by election of the shareholders.

CV. The provision of this act respecting the failure of an ordinary meeting at which directors ought to be chosen shall apply, mutatis mutandis, to any ordinary meeting at which an auditor ought to be appointed.

CVI. The directors shall deliver to such auditors the half-yearly or other periodical accounts and balance sheet, fourteen days at the least before the ensuing ordinary meeting at which the same are required to be produced to the shareholders, as hereinafter provided.

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CVII. It shall be the duty of such auditors to receive from the Duty of auditors. directors the half-yearly or other periodical accounts and balance sheet required to be presented to the shareholders, and to examine

the same.


CVIII. It shall be lawful for the auditors to employ such account- Powers of auditants and other persons as they may think proper, at the expense of the company, and they shall either make a special report on the said accounts, or simply confirm the same; and such report or confirmation shall be read, together with the report of the directors, at the ordinary meeting.

And with respect to the accountability of the officers of the company, be it enacted as follows:

CIX. Before any person entrusted with the custody or control of monies, whether treasurer, collector, or other officer of the company, shall enter upon his office, the directors shall take sufficient security from him for the faithful execution of his office.

CX. Every officer employed by the company shall from time to time, when required by the directors, make out and deliver to them, or to any person appointed by them for that purpose, a true and perfect account in writing, under his hand, of all monies received by him on behalf of the company; and such account shall state how, and to whom, and for what purpose, such monies shall have been disposed of; and, together with such account, such officer shall deliver the vouchers and receipts for such payments; and every such officer shall pay to the directors, or to any person appointed by them to receive the same, all monies which shall appear to be owing from him upon the balance of such accounts.

CXI. If any such officer fail to render such account, or to produce and deliver up all the vouchers and receipts relating to the same in his possession or power, or to pay the balance thereof when thereunto required, or if, for three days after being thereunto required, he fail to deliver up to the directors, or to any person appointed by them to receive the same, all papers and writings, property, effects, matters, and things in his possession or power, relating to the execution of this or the special act, or any act incorporated therewith, or belonging to the company, then, on complaint thereof being made to a justice, such justice shall summon such officer to appear before two or more justices, at a time and place to be set forth in such summons, to answer such charge; and upon the appearance of such officer, or, in his ab

Accountability of

Security to be entrusted with money.

taken from officers

Officers to ac

count, on demand.

Summary remedy against parties failing to account.


STATUTES. The Companies' Clauses Consolidation Act.

Officers refusing to deliver up documents, &c. to be imprisoned.

Where officer

about to abscond,

issued in the first instance.

sence, upon proof that such summons was personally served upon him, or left at his last known place of abode, such justices may hear and determine the matter in a summary way, and may adjust and declare the balance owing by such officer; and if it appear, either upon confession of such officer, or upon evidence, or upon inspection of the account, that any monies of the company are in the hands of such officer, or owing by him to the company, such justices may order such officer to pay the same; and if he fail to pay the amount, it shall be lawful for such justices to grant a warrant to levy the same by distress, or, in default thereof, to commit the offender to gaol, there to remain without bail for a period not exceeding three months, unless the same be sooner paid.

CXII. If any such officer refuse to make out such account in writ ing, or to produce and deliver to the justices the several vouchers and receipts relating thereto, or to deliver up any books, papers, or writings, property, effects, matters, or things in his possession or power, belonging to the company, such justices may lawfully commit such offender to gaol, there to remain until he shall have delivered up all the vouchers and receipts, (if any), in his possession or power, relating to such accounts, and have delivered up all books, papers, writings, property, effects, matters, and things, (if any), in his possession or power, belonging to the company.

CXIII. Provided always, that, if any director, or other person acta warrant may be ing on behalf of the company, shall make oath that he has good rea son to believe, upon grounds to be stated in his deposition, and does believe, that it is the intention of any such officer as aforesaid to abscond, it shall be lawful for the justice before whom the complaint is made, instead of issuing his summons, to issue his warrant for the bringing such officer before such two justices as aforesaid; but no person executing such warrant shall keep such officer in custody longer than twenty-four hours, without bringing him before some justice; and it shall be lawful for the justice before whom such officer may be brought either to discharge such officer, if he think there is no sufficient ground for his detention, or to order such officer to be detained in custody, so as to be brought before two justices, at a time and place to be named in such order, unless such officer give bail te the satisfaction of such justice for his appearance before such justices, to answer the complaint of the company.

Sureties not to be discharged.


Accounts to be kept.

Books to be balanced.

CXIV. No such proceeding against, or dealing with, any such officer as aforesaid, shall deprive the company of any remedy which they might otherwise have against such officer, or any surety of such officer.

And with respect to the keeping of accounts, and the right of inspection thereof by the shareholders, be it enacted as follows:CXV. The directors shall cause full and true accounts to be kept of all sums of money received or expended on account of the company by the directors, and all persons employed by or under them, and of the matters and things for which such sums of money shall have been received or disbursed and paid.

CXVI. The books of the company shall be balanced at the prescribed periods; and, if no periods be prescribed, fourteen days at least before each ordinary meeting; and forthwith, on the books being so balanced, an exact balance sheet shall be made up, which shall exhibit a true statement of the capital stock, credits, and property of

every description belonging to the company, and the debts due by the company at the date of making such balance sheet, and a distinct view of the profit or loss which shall have arisen on the transactions of the company in the course of the preceding half-year; and, previously to each ordinary meeting, such balance sheet shall be examined by the directors, or any three of their number, and shall be signed by the chairman or deputy chairman of the directors.

CXVII. The books so balanced, together with such balance sheet as aforesaid, shall, for the prescribed periods, and, if no periods be prescribed, for fourteen days previous to each ordinary meeting, and for one month thereafter, be open for the inspection of the shareholders at the principal office or place of business of the company; but the shareholders shall not be entitled at any time, except during the periods aforesaid, to demand the inspection of such books, unless in virtue of a written order, signed by three of the directors.

CXVIII. The directors shall produce to the shareholders assembled at such ordinary meeting the said balance sheet, applicable to the period immediately preceding such meeting, together with the report of the auditors thereon, as herein before provided.

CXIX. The directors shall appoint a book-keeper to enter the accounts aforesaid in books to be provided for the purpose; and every such book-keeper shall permit any shareholder to inspect such books, and to take copies or extracts therefrom, at any reasonable time during the prescribed periods, and, if no periods be prescribed, during one fortnight before and one month after every ordinary meeting; and, if he fail to permit any such shareholder to inspect such books, or take extracts or copies therefrom, during the periods aforesaid, he shall forfeit to such shareholder, for every such offence, a sum not exceeding five pounds.

And with respect to the making of dividends, be it enacted as follows:

CXX. Previously to every ordinary meeting at which a dividend is intended to be declared, the directors shall cause a scheme to be prepared, shewing the profits (if any) of the company for the period current since the preceding ordinary meeting at which a dividend was declared, and apportioning the same, or so much thereof as they may consider applicable to the purposes of dividend, among the shareholders, according to the shares held by them respectively, the amount paid thereon, and the periods during which the same may have been paid, and shall exhibit such scheme at such ordinary meeting, and at such meeting a dividend may be declared according to such scheme. CXXI. The company shall not make any dividend whereby their capital stock will be in any degree reduced: Provided always, that the word "dividend" shall not be construed to apply to a return of any portion of the capital stock, with the consent of all the mortgagees and bond creditors of the company, due notice being given for that purpose at an extraordinary meeting to be convened for that object.

CXXII. Before apportioning the profits to be divided among the shareholders, the directors may, if they think fit, set aside thereout such sum as they may think proper to meet contingencies, or for enlarging, repairing, or improving the works connected with the undertaking, or any part thereof, and may divide the balance only among the shareholders.

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CXXIII. No dividend shall be paid in respect of any share until all calls then due in respect of that and every other share held by the person to whom such dividend may be payable shall have been Clauses Consolida paid.

STATUTES. The Companies'

tion Act.


Power to make

bye-laws for the officers of the


Fines for breach of such bye-laws.

Bye-laws to be so framed as that penalties may be mitigated.

Evidence of byelaws.


Where questions

are to be deter

And with respect to the making of bye-laws, be it enacted as follows:

CXXIV. It shall be lawful for the company from time to time to make such bye-laws as they think fit, for the purpose of regulating the conduct of the officers and servants of the company, and for providing for the due management of the affairs of the company in all respects whatsoever, and from time to time to alter or repeal any such bye-laws, and make others, provided such bye-laws be not repugnant to the laws of that part of the United Kingdom where the same are to have effect, or to the provisions of this or the special act; and such bye-laws shall be reduced into writing, and shall have affixed thereto the common seal of the company; and a copy of such bye-laws shall be given to every officer and servant of the company affected thereby. CXXV. It shall be lawful for the company, by such bye-laws, to impose such reasonable penalties upon all persons, being officers or servants of the company, offending against such bye-laws, as the company think fit, not exceeding five pounds for any one offence.

CXXVI. All the bye-laws to be made by the company shall be so framed as to allow the justice before whom any penalty imposed thereby may be sought to be recovered, to order a part only of such penalty to be paid, if such justice shall think fit.

CXXVII. The production of a written or printed copy of the byelaws of the company, having the common seal of the company affixed thereto, shall be sufficient evidence of such bye-laws, in all cases of prosecution under the same.

And with respect to the settlement of disputes by arbitration, be it enacted as follows:

CXXVIII. When any dispute authorized or directed by this or the special act, or any act incorporated therewith, to be settled by tion, arbitrators to arbitration, shall have arisen, then, unless both parties shall concur

mined by arbitra

be appointed

within fourteen

days after notice.

Vacancy of arbitrator to be supplied.

in the appointment of a single arbitrator, each party, on the request of the other party, shall, by writing under his hand, nominate and appoint an arbitrator, to whom such dispute shall be referred; and after any such appointment shall have been made, neither party shall have power to revoke the same without the consent of the other, nor shall the death of either party operate as such revocation; and if, for the space of fourteen days after any such dispute shall have arisen, and after a request in writing shall have been served by the one party on the other party to appoint an arbitrator, such last-mentioned party fail to appoint such arbitrator, then, upon such failure, the party making the request, and having himself appointed an arbitrator, may appoint such arbitrator to act on behalf of both parties, and such arbitrator may proceed to hear and determine the matters which shall be in dispute; and in such case the award or determination of such single arbitrator shall be final.

CXXIX. If before the matters so referred shall be determined any arbitrator appointed by either party die, or become incapable, or refuse, or for seven days neglect to act as arbitrator, the party by whom such arbitrator was appointed may nominate and appoint in writing some



The Companies' Clauses Consolidation Act.

other person to act in his place; and if for the space of seven days after notice in writing from the other party for that purpose he fail to do so, the remaining or other arbitrator may proceed ex parte; and every arbitrator so to be substituted as aforesaid shall have the same powers and authorities as were vested in the former arbitrator at the time of such his death, refusal, or disability as aforesaid. CXXX. Where more than one arbitrator shall have been appointed, Appointment of such arbitrators shall, before they enter upon the matters referred to them, nominate and appoint by writing under their hands an umpire to decide on any such matters on which they shall differ; and if such umpire shall die, or refuse or for seven days neglect to act, they shall forthwith after such death, refusal, or neglect appoint another umpire in his place; and the decision of every such umpire on the matters so referred to him shall be final.

CXXXI. If in either of the cases aforesaid the said arbitrators shall refuse, or shall, for seven days after request of either party to such arbitration, neglect to appoint an umpire, it shall be lawful for the Board of Trade, if they think fit, in any case in which a railway company shall be one party to the arbitration, on the application of either party to such arbitration, to appoint an umpire; and the decision of such umpire on the matters on which the arbitrators shall differ shall be final.

CXXXII. The said arbitrators or their umpire may call for the production of any documents in the possession or power of either party which they or he may think necessary for determining the question in dispute, and may examine the parties or their witnesses on oath, and administer the oaths necessary for that purpose. CXXXIII. Except where by this or the special act, or any act incorporated therewith, it shall be otherwise provided, the costs of and attending every such arbitration to be determined by the arbitrators shall be in the discretion of the arbitrators or their umpires, as the case may be.


Board of Trade empowered to apon neglect of the of railway companies.

point an umpire,

arbitrators, in ca

Power of arbitrators to call for

books, &c.

Costs to be in the discretion of the


CXXXIV. The submission to any such arbitration may be made a Submission to arrule of any of the superior courts, on the application of either of the parties.

bitration to be made rule of court.


Service of notices

And with respect to the giving of notices, be it enacted as follows:CXXXV. Any summons or notice, or any writ, or other proceeding at law or in equity, requiring to be served upon the company, upon company. may be served by the same being left at, or transmitted through the post directed to the principal office of the company, or one of their principal offices where there shall be more than one, or being given personally to the secretary, or, in case there be no secretary, then by being given to any one director of the company.


CXXXVI. Notices requiring to be served by the company upon Service by comthe shareholders may, unless expressly required to be served person- pany on shareally, be served by the same being transmitted through the post, directed according to the registered address or other known address of the shareholder, within such period as to admit of its being delivered in the due course of delivery within the period (if any) prescribed for the giving of such notice; and in proving such service it shall be sufficient to prove that such notice was properly directed, and that it was so put into the post-office.

CXXXVII. All notices directed to be given to the shareholders shall, with respect to any share to which persons are jointly entitled,

Notices to joint proprietors of


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