company, by the votes of a majority in value of such of the shareholders as are present in person or represented by proxy at the meeting, shall be deemed the resolution of the meeting, and shall be binding on all the shareholders in the company, whether present or absent, but nothing in this clause shall authorise any ordinary meeting to transact any business which an ordinary meeting could not transact at the time of the passing of this Act, except as is hereinafter provided.

with special

5. Where anything to be done by a company Proceedings is by this Act required to be done at a meeting notice. with special notice, it shall not be valid if done otherwise than at a meeting notice whereof is served on the several shareholders not less than seven clear days before the day of the meeting, specifying the place, day, and hour of meeting, and the business to be transacted thereat, or so much thereof as is required to be done with special notice.

special reso

6. A resolution passed by a company shall be Definition of deemed a special resolution within this Act iution. when it has been passed at a meeting with special notice, and has been confirmed at a subsequent meeting with special notice; the lastmentioned meeting being held not less than fourteen days and not more than one month after the meeting at which the resolution was first passed.

by special

7. A company may, by special resolution Regulations passed by not less than three-fourths in value of resolution. the shareholders present in person or represented by proxy at the meeting held for the purpose of confirming the resolution to be made special, from time to time alter the rules and

Service of notices.

regulations for the time being by custom or otherwise governing the company, and make new or additional rules or regulations in that behalf; and any rules or regulations so made by special resolution shall be of the like validity and effect as if they had been made at the original formation of the company; but nothing in this Act shall authorise a company to make rules or regulations inconsistent with the provisions of this Act, or shall abrogate any special rules or regulations existing at the passing of this Act for the management of any company, or shall authorise the making of any special rule or regulation to enable a company existing at the passing of this Act to borrow

money.

8. A notice to be served by a company for any purpose of this Act on a shareholder shall be served personally, or shall be served by prepaid letter sent by post addressed to him at his address as entered in the Cost-Book, in which case the notice shall be taken as served at the time when the letter containing it was put into the post-office; and in proving such service it shall be sufficient to prove that the letter was properly addressed and prepaid, and was put into the post-office, and the time when it was put in.

As regards a company existing at the passing of this Act, the address of a shareholder as known to the purser at the passing of this Act shall be and remain entered in the Cost-Book as his address, unless and until he gives notice in writing to the contrary.

1-8. Those who wish properly to understand the language and intention of these sections must bear in mind the fact

that the object with which they were framed was to accommodate in some manner to the management of Cornish mining companies working on the Cost-Book principle the regulations contained in the Companies Clauses Consolidation Act, 1845, 8 Vict. 16 (which is the general Act for the regulation of companies incorporated by special Act of Parliament) and those contained in Table A, which forms the first Schedule to the Companies Act, 1862, 25 & 26 Vict. 89, and is the code of regulations made applicable by the lastmentioned Act, either wholly or partially, to companies which have either no articles of association or whose articles of association are deficient in any of the matters contained in such table.

The reason, then, why words of strange sound, such as "ordinary meeting,' special resolution," "special notice," have been forced upon Cornish ears through the medium of the Stannaries Act, 1869, is that they are expressions borrowed from the general Acts and Table A, above-mentioned.

The Companies Clauses Consolidation Act, 1845, and the Table A, divide general meetings into "ordinary" and "extraordinary."

Ordinary meetings under the Companies Clauses Consolidation Act, 1845, are, in case no periods are prescribed by a company's special Act, to take place half-yearly, and at them no business is to be done except such as is appointed by the general or special Act, unless special notice shall have been given to the contrary (secs. 66, 67). Ordinary meetings under Table A are, unless otherwise prescribed by the company in general meeting, to take place annually, and at them all business is to be deemed special, except the sanctioning of a dividend and the consideration of the accounts, balance-sheets, and ordinary report of the directors (clauses 30, 36).

Extraordinary general meetings under both the Companies Clauses Consolidation Act, 1845, and Table A may be summoned by the directors at the request of a prescribed number of shareholders, or under Table A by the directors themselves when they shall think fit_(Companies Clauses Consolidation Act, 1845, secs. 68, 70, T. A. cl. 32).

Under the Companies Clauses Consolidation Act, 1845, fourteen days' (sec. 71), and under Table A seven days' notice at the least is to be given of all meetings, whether ordinary or extraordinary (clause 35).

The Companies Clauses Consolidation Act, 1845, does not speak of "special business as forming a distinct class of transactions, but merely states that in order to transact matters not appointed by it or the company's special Act,

at an ordinary meeting "special notice" shall be necessary (sec. 67).

By Table A, however, it is provided that all business done at an extraordinary meeting shall be deemed "special," and all that is transacted at an ordinary meeting except as mentioned above (clause 36).

The Companies Clauses Consolidation Act, 1845, further provides that in the case of extraordinary meetings, and of ordinary meetings where other business is intended to be done than that prescribed by that Act and the special Act incorporating the company, a specification of the business intended to be done shall be included in the notice convening the meeting (sec. 71), and Table A provides for a like specification in any notice convening a meeting at which" special business" is intended to be done (clause

35).

The result of a comparison of the provisions as to the summoning of general meetings and the business to be transacted thereat contained in the Companies Clauses Consolidation Act, 1845, with those contained in Table A is that the only difference between them consists in the fact of that which the Companies Clauses Consolidation Act, 1845, calls "business of extraordinary meetings" or "business of ordinary meetings requiring special notice" being in Table A called " special business." The substance of the clauses contained in both is virtually the same.

By the Companies Clauses Consolidation Act, 1845 (sec. 75) it is provided that at the general meetings every shareholder shall be entitled to vote according to the scale of voting prescribed by the special Act. Where no scale is prescribed, the manner of voting is the same as that provided by sec. 44 of Table A, viz., every member shall have one vote for every share up to ten; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and an additional vote for every ten shares beyond the first hundred shares."

Votes may be given either personally or by proxies authorized in writing (Companies Clauses Consolidation Act, 1845, sec. 76, Table A, 48, 49). Absentees are not entitled to vote by proxy unless they are specially empowered to do so, and they are bound by the resolutions come to at a duly convened meeting, provided such resolutions relate to matters on which the meeting is competent to decide. (Lindley on Partnership, 2nd edition, p. 564.)

By the Companies Act, 1862, under the head "Provisions for Protection of Members," it is enacted as follows:Sec. 50.-"Subject to the provisions of this Act, and

to the conditions contained in the memorandum of association, any company formed under this Act may in general meeting from time to time, by passing a special resolution in manner hereinafter mentioned, alter all or any of the regulations of the company contained in the articles of association or in the table marked A in the first Schedule, where such table is applicable to the company, or make new regulations to the exclusion of or in addition to all or any of the regulations of the company, and any regulations so made by special resolution shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or modified by any subsequent special resolution."

Sec. 51.-"A resolution passed by a company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than threefourths of such members of the company for the time being entitled, according to the regulations of the company, to vote, as may be present in person or by proxy, in cases where, by the regulations of the company, proxies are allowed at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled according to the regulations of the company to vote, as may be present in person or by proxy at a subsequent general meeting of which notice has been duly given, and held at an interval of not less than fourteen days nor more than one month from the date of the meeting at which such resolution was first passed. At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the same. Notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regu lations of the company. In computing the majority under this section when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company."

Sec. 52. In default of any regulations as to voting, every member shall have one vote.'

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Meetings of the adventurers in Cost Book Mining Companies were, previously to the passing of the Stannaries