13 & 14 VICT. Cap. xxxiii. costs, charges, damages, and expenses, to which they or any or either of them may in any way be subjected, as members or member of the committee, by reason of anything which they or he may bona fide do or omit to do, whether such deed or omission be within their powers or not. XIV. Committee may sue for balances or sums due.—And be it enacted, that the committee may, by action of debt in the name of their secretary, recover from any company any balance or sum which such committee shall decide to be payable by such company, whether to any other company or on account of the clearing system, and whether such company be still at the time of such decision or has then ceased to be a party to the clearing system, and whether such sum or balance shall or shall not have been previously ascertained by the secretary to be payable. XV. Form of action for the recovery of such balances or sums.—And be it enacted, that the declaration for the recovery of such sum or balance may be in the form or to the effect of the form given in the Schedule (A) to this Act annexed, and that the directions contained in the said schedule for the use of the same shall be taken as part of this Act. XVI. Evidence.-And be it enacted, that if the defendants in such action shall plead that they never were indebted, then, on proof that the committee decided the sum in question to be payable by the defendants, and that the defendants were either at the time of such decision or at some previous time a party to the clearing system, and in the latter case upon further proof that such sum was decided to be payable in respect of some transactions, matters, or expenses which happened or were sustained whilst the defendants were parties to the clearing system, the plaintiff shall be entitled to a verdict on that plea. XVII. Plea. And be it enacted, that the defendants in such action may plead any matter showing that they have since the time of the decision discharged the sum or balance so decided to be payable, and shall not plead any plea with a plea denying the plaintiff to be secretary. XVIII. Entries in books.-And be it enacted, that the committee shall cause notes, minutes, or copies, as the case may require, of all appointments made or contracts entered into by them, and of the orders and proceedings of all their meetings, to be duly entered in books to be kept by them for that purpose; and every such entry shall be signed by the chairman of the meeting at which such appointments, contracts, orders, or proceedings respectively took place, who shall add the word "chairman" to his signature, and which entries may be made and signed either at or after the meetings to which they respectively relate; and every entry purporting to be so signed shall be received as evidence in all courts, and before all judges, justices, and others, without proof of such respective meetings having been duly convened or held, or of the persons making or entering such orders or proceedings being members of the committee, or of the signature of such chairman, or of the fact of his having been chairman, all which last-mentioned matters shall be presumed, till the contrary be proved. XIX. Books of the committee to be prima facie evidence, and the committee and secretary to be competent witnesses.-And be it enacted, that on the trial of any such action, after it is proved to the satisfaction of the court or judge trying the cause that such company is or had once been such a party, the books kept by the committee shall be prima facie evidence of the truth of the matters therein stated and contained; and the secretary, although the nominal plaintiff, and the members of the committee, shall be competent witnesses, either for the plaintiff or for the defendants. XX. Committee may sue or be sued in the name of their secretary.—And be it enacted, that the committee may in all cases sue and be sued in the name of the secretary to the committee; and that in all proceedings at law and in equity, and in bankruptcy, or of any other sort, whether civil or criminal, the name of the secretary may be used instead of the names of the members of the committee; and proofs, in cases of bankruptcy, insolvency, or in windingup affairs, may be made by the secretary for the committee. XXI. In criminal proceedings property of committee to be deemed the property of secretary.—And be it enacted, that in any indictment or information for any felony or misdemeanour, wherein it shall be necessary to state the ownership of any property whatsoever, whether real or personal, and the same shall either belong to the committee or be in their custody, or in the custody or possession of any officer, clerk, or servant of the committee, or of any person employed for the purpose or in the capacity of clerk or servant by the committee, or in or on any building or land used for the purposes of the clearing system, or shall be used or intended to be used for the purposes of the clearing system, it shall be sufficient to state such property to belong to the secretary of the committee. XXII. Criminal proceedings to be prosecuted in name of secretary.—And be it enacted, that in any indictment for embezzlement, wherein it shall be necessary to state the party charged with the embezzlement to have been the clerk or servant of some master or masters, or to have been employed for the purpose or in the capacity of clerk or servant by some master or masters, and such masters shall have been the committee, it shall be sufficient in such indictment to name the secretary of the committee in every place in such indictment where the names of the members of the committee would but for this enactment be required to be inserted. XXIII. Service of notices.—And be it enacted, that every notice or requisition on the business of the clearing system, or given pursuant to this Act, shall be sufficient if it be in writing signed by the secretary of the committee, or secretary or other officer of the company giving the same, and if it be sent by the general post addressed to the secretary of the company for whom the same is intended, in case such notice or requisition be intended for any company, or to the secretary at the principal office of the clearing system, in case such notice or requisition be intended for the committee; and proof of such notice or requisition being deposited in any public letter box or receiving house for letters, intended to be forwarded by the general post, shall be deemed proof of the due service of such notice or requisition; and notices or requisitions for each member of the committee shall be sufficient if sent in manner aforesaid, addressed to him at the principal office of the company whom he represents. XXIV. Mode in which the companies and committee are to be described in legal proceedings. And be it enacted, that in all pleadings or proceedings, civil or criminal, when it shall be required to mention all the companies parties to the clearing system, or the committee, it shall be sufficient to mention the companies by the description of "the companies parties to the clearing system mentioned in the Railway Clearing Act, 1850," and to describe the committee by the description of "the clearing committee mentioned in the Railway Clearing Act, 1850," without stating the names of the individual companies and members. XXV. Description of the secretary in legal proceedings.—And be it enacted, that in all cases where the name of the secretary to the committee shall be used under the authority of this Act, it shall be sufficient to name and describe him, and to state the authority for using his name, as in the form of declaration in Schedule (A). XXVI. Actions, etc., not to abate on death or removal of secretary.—And be 1850. 13 & 14 VICT. it enacted, that upon the death or removal of any secretary no action or suit Cap. xxxiii. or other proceeding pending in his name, as plaintiff or defendant or otherwise, either on behalf of or against the committee, shall abate or be stayed, but as soon as another secretary shall be appointed the name of such new secretary shall be thereinafter used; and in an action at law such name shall, whether it be before or after judgment, be introduced by suggestion, to which no plea or demurrer shall be allowed; and the omission to make such suggestion, and an erroneous suggestion, shall be mere irregularities, and shall, on the application of the committee or of the party opposed to the committee, be rectified, but shall not otherwise be taken advantage of. XXVII. Expenses of Act.-And be it enacted, that all the costs, charges, and expenses of obtaining and passing this Act or incident thereto shall be paid by the said committee out of the first moneys which shall come to their hands after the passing of this Act. XXVIII. Short title and public Act.-And be it enacted, that this Act may be called "The Railway Clearing Act, 1850," and shall be deemed to be a public Act, and as such shall be judicially noticed. SCHEDULE A. A. B. secretary to the clearing committee, and now named by virtue of the Railway to wit. Clearing Act, 1850, by C. D. his attorney, complains of X. Y., who have been summoned to answer the said A. B. in an action of debt, for that the clearing committee have decided that the sum of one hundred pounds is payable by the defendants, as parties to the clearing system, by means whereof an action has accrued to the said committee to demand in the name of their secretary the said sum of one hundred pounds, yet the defendants have not paid the same to the damage of the said committee of ten pounds, and thereupon the plaintiff, by virtue of the said Act, brings suit. Directions for using the above Form. Substitute for A. B. the name of the secretary, and for C. D. the name of his attorney, and for X. Y. the name of the company defendant, and for the sums such sums as the case may require, and add the venue. Several counts may be inserted on the above model where several sums are sought to be recovered. 13 & 14 VICT. Cap. 83. THE ABANDONMENT OF RAILWAYS ACT, 1850.-13 & 14 AN ACT TO FACILITATE THE ABANDONMENT OF RAILWAYS, AND THE DISSOLUTION [This Act is amended by The Railway Companies Scotland Act, 1867, 30 1 Omitted by 54 & 55 Vict. c. 67. I. Railway company may make application to [Board of Trade] to be allowed to abandon their undertaking.-. . . If any company authorised by Act of Parliament heretofore passed to make a railway desire that the making and carrying on of such railway or some part thereof, whether commenced or not, be abandoned, such company may, by the authority and with the consent of the holders of three-fifths of the shares or stock of such company, represented in manner hereinafter mentioned at a general meeting of shareholders to be convened in manner hereinafter mentioned, make application in writing to the commissioners of railways, setting forth the particulars of the railway or portion of the railway desired to be abandoned by them, and the grounds upon which such application is made.2 1 Preceding words omitted by 54 & 55 Vict. c. 67. 2 As to abandonment and questions arising in connection therewith, see Law of Rlys. pp. 899-905, and cases there cited. II. Directors may call meeting to consider such application.-. . .1 It shall be lawful for the directors of any such railway company at any time to call a meeting of the shareholders thereof for the purpose of determining whether such application shall be made to the commissioners of railways, and so from time to time as they shall see fit. 1 The words "And be it enacted (that)" omitted by 54 & 55 Vict. c. 67, wherever they occur. III. Shareholders may require directors to call meeting.-It shall be lawful for any number of shareholders of any such company, not being less than five, and holding in the aggregate not less than one-twentieth of the capital or stock of the company, consisting of shares or stock whereon all calls for the time being have been paid up, but exclusive of any shares or stock held by or in the names of the directors of the company or any of them, or by or in the name of any person in trust for the directors or any of them, or for the company, and which shareholders shall have paid all the calls then due on the shares held by them, by writing under their hands to require the directors of such company to call a meeting for the purpose aforesaid; and upon the receipt of any such requisition such directors shall forthwith proceed to call a meeting of the shareholders of such company on a day to be named by them, not being less than fourteen nor more than twenty-eight days after the receipt of such requisition provided always, on the default of the directors to call and advertise such meeting within fourteen days after the receipt of the requisition, it shall be lawful for the requisitionists to call such meeting themselves, at a time and place to be appointed by them, of which fourteen days' notice shall be given by them by advertisement as hereinafter provided: provided also, that when any meeting of any such company shall have been called pursuant to any such requisition as aforesaid, the directors of such company shall not be required to call any further meeting of such company upon any further requisition for the like object until twelve months shall have elapsed since the holding of such previous meeting. IV. After receipt of requisition, directors not to make any payments except under existing liabilities nor to enter into new contracts nor to make new calls.— After any such meeting has been called by the directors, or after the receipt of any such requisition as aforesaid, it shall not be lawful for the directors to make any payments out of the moneys of the company for the purposes of the railway proposed to be abandoned, except in discharge of bona fide debts or liabilities, or in performance of contracts or engagements previously entered into, and in payment of the expenses of calling and holding M 1850. 13 & 14 VICT. Cap. 83. such meeting, nor to enter into any contracts or engagements on behalf of the company with respect to the railway so proposed to be abandoned, nor to make any calls, nor to register the transfer of any shares, until the meeting called as aforesaid shall have determined whether such application shall be made. V. Mode of calling meeting and signifying the consent of the shareholders to the application. The calling of any such meeting shall be by public advertisement in the manner required or usually adopted for advertising the extraordinary general meetings of such company, and where such meeting is called by the directors of the company a circular letter shall be sent by the post addressed to each of the registered shareholders of such company, according to his registered address or other known address, seven clear days at least before the holding of such meeting, and stating that a general meeting of the shareholders of such company will be held at a time and place mentioned in such circular, for the purpose of determining whether application shall be made to the commissioners of railways that such railway or the part thereof specified in such notice may be abandoned, and requesting such shareholder to signify his assent to or dissent therefrom, which may be according to a form to be contained in such circular letter, which form shall be to the effect set forth in in the schedule hereto, and such circular letter shall request such shareholder either to return such form, signed by him, in a letter addressed to the secretary of such company, or to attend such general meeting as aforesaid, and deliver the same, so signed by him, to the chairman thereof; and in the case of every such meeting, whether called by the directors or by such requisitionists as aforesaid, the shareholders may signify their assent to or dissent from the proposed application, either by attending such meeting in person or by letter addressed to the secretary of the company, stating the assent or dissent of such shareholders, in a form which shall be to the effect of the form set forth in the schedule hereto, and signed by such shareholders respectively. VI. The number of the shareholders assenting or dissenting to be ascertained by scrutineers and reported to the chairman.-At the meeting so to be called as aforesaid the scrutineers to be appointed as hereinafter mentioned shall cast up the amount of shares held by shareholders assenting to the making of such application, and the amount of shares held by shareholders dissenting therefrom, whether such assent or dissent have been signified by the shareholder sending to the secretary of the company such form as aforesaid, signed by him, or by such shareholder attending such meeting, and delivering in the same to the chairman thereof, and such scrutineers shall report to the chairman the amount of shares of the shareholders assenting to such application, and the amount of the shares of those dissenting therefrom, and the said chairman shall thereupon publicly announce to the meeting the said amounts respectively, and shall state whether or not the holders of threefifths of the whole of such shares represented in manner aforesaid at the meeting consent to such application: provided always, that in computing the amount of shares of the shareholders assenting or dissenting as aforesaid no share shall be taken into account the holder whereof shall not have been duly registered, or who shall not have paid all the calls then due by him upon all the shares held by him, unless such calls shall have been made within three months prior to the holding of such meeting, or if such meeting be held pursuant to a requisition of shareholders as herein before provided, then three months prior to the day on which such requisition was presented to the directors. VII. Chairman of the meeting. - The chairman of the directors of |