« EelmineJätka »
in Chambers, may, by order, compel an immediate inspection of the 29 Vic. c. 5. register.
XXXV. Every Company under this Act shall keep at its re- List of Direcgistered office a register containing the names and addresses and tors to be sent the occupations of its Directors or Managers, and shall send to the to Registrar. Registrar of Records a copy of such register, and shall from time to time notify to the Registrar of Records any change that takes place in such Directors or Managers.
XXXVI. If any Company under this Act makes default in Penalty on keeping a register of its Directors or Managers, or in sending a Company not copy of such register to the Registrar of Records, in compliance keeping with the foregoing rules, or in notifying to the Registrar any Directors.
register of change that takes place in such Directors or Managers, such delinquent Company shall incur a penalty not exceeding five pounds for every day during which such default continues; and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty; VI. A promissory note or bill of exchange shall be Promissory deemed to have been made, accepted or endorsed on behalf of any
notes and bills Company under this Act, if made, accepted or endorsed in the of exchange. name of the Company by any person acting under the authority of the Company, or if made, accepted or endorsed by, or on behalf, or on account of the Company, by any person acting under the authority of the Company.
XXXVIII. If any Company under this Act carries on business Penalty for when the number of its Members is less than the number men- carrying on tioned in the first section of this Act for a period of six months business with after the number has been so reduced, every person who is a certain numbe Member of such Company, during the time that it so carries on of members. business after such period of six months, and is cognizant of the fact that it is so carrying on business with fewer than the legal number of Members, shall be severally liable for the payment of the whole debts of the Company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other Member.
PROVISIONS FOR PROTECTION OF MEMBERS. XXXIX. A general meeting of every Company under this Act, General meetshall be held once at the least in every year.
ing of Com.
pany. XL. Subject to the provisions of this Act, and to the conditions Power to alter contained in the Memorandum of Association, any Company formed regulations under this Act may, in general meeting from time to time, by by special passing a special resolution in manner hereinafter mentioned, alter resolution. all, or any of the regulations of the Company contained in the Articles of Association, 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 resolution.
XLI. A resolution passed by a Company under this Act shall Definition of be deemed to be special whenever a resolution has been passed by special
29 Vic. c. 5. a majority of not less than three-fourths 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 three 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 regulations 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. Provision XLII. In default of any regulations as to voting, every Member where no shall have one vote, and in default of any regulations as to sumregulations as
moning general meetings, a meeting shall be held to be duly sumto meetings.
moned, of which seven days' notice has been served on every member present in the place where the meeting is to be held; and in default of any regulations as to the persons to summon meetings, three Members shall be competent to summon the same; and in default of any regulations as to who is to be Chairman of such meeting, it shall be competent for any person elected by the
Members present to preside. Registry of XLIII. A copy of any special resolution that is passed by any special Company under this Act shall be printed, and forwarded to the resolutions.
Registrar of Records, and shall be recorded by him. Copies of XLIV. Where Articles of Association have been registered, & special copy of every special resolution for the time being in force, shall resolution.
be annexed to or embodied in every copy of the Articles of Association that may be issued after the passing of such resolution. Where no Articles of Association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same, on payment of one shilling, or such less sum as the Company may direct; and if any Company makes default in complying with the provisions of this section, it shall incur a penalty, not exceeding one pound, for each copy in respect of which such default is made: and every Director and Manager of the Company who shall knowingly and wilfully authorize or
permit such default, shall incur the like penalty. Execution of XLV. Any Company under this Act may, by instrument in deeds abroad. writing under its common seal, empower any person, either gene
rally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the Colony, and every deed signed by such attorney on behalf of the Com
pany, and under his seal, shall be binding on the Company, and 29 Vic, c. 5. have the same effect as if it were under the common seal of the Company.
NOTICES. XLVI. Any writ, notice, order, or other document required to Service of be served upon the Company, may be served by leaving the same, notices on or sending it through the post in a prepaid letter, addressed to the Company. Company at their registered office.
XLVII. Any document to be served by post on the Company Rules as to shall be posted in such time as to admit of its being delivered in notices by the due course of delivery within the period (if any) prescribed letter. for the service thereof; and in proving service of such document, it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the Post Office.
XLVIII. Any summons, notice, order or proceeding requiring Authentication authentication by the Company, may be signed by any Director, of summons, Secretary, or other authorized officer of the Company, and need notice, or not be under the common seal of the Company, and the same may Company.
proceeding by be in writing or in print, or partly in writing and partly in print.
LEGAL PROCEEDINGS. XLIX. All penalties under this Act shall be recovered in a Mode of resummary way before
any salaried Justice of the Peace, or before covering any two other Justices, in manner provided for by the Act of the penalties. General Assembly of the Bahama Íslands of the twelfth year
of Her Majesty's reign, c. 10, or any Act amending the same ; and all such penalties shall be applied in aid of the general revenue of the Colony.
L. Every Company under this Act shall cause minutes of all Evidence of resolutions and proceedings of general meetings of the Company, proceedings of and of the Directors or Managers of the Company, in cases where meetings, &c. there are Directors or Managers, to be duly entered in books, to be from time to time provided for the purpose ; and any such minute as aforesaid, if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had, or by the Chairman of the next succeeding meeting, shall be received as evidence in all legal proceeding's ; and until the contrary is proved, every general meeting of the Company, or meeting of the Directors or Managers in respect of the proceedings of which minutes have been so made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had, and all appointments of Directors, Managers or Liquidators shall be deemed to be valid, and all acts done by such Directors, Managers or Liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.
LI. Where a Limited Company is Plaintiff in any action, suit Security for or other legal proceeding, any Judge having jurisdiction in the costs in actions matter may, if it appears by any credible testimony that there is brought by
limited Com reason to believe that if the Defendant be successful in his defence
panies. the assets of the Company will be insufficient to pay his costs, require sufficient security to be given for such costs, and may stay all proceedings until such security is given.
29 Vic. c. 5. LII. In any action or suit brought by the Company against
any member to receive any call or other monies due from such Declaration in member in his character of member, it shall not be necessary to set actions against forth the special matter, but it shall be sufficient to allege that the members.
Defendant is a member of the Company, and is indebted to the
an action or suit hath accrued to the Company. Power for Com.
LIII. Any Company under this Act may from time to time, panies to refer by writing under its common seal, agree to refer, and may refer to arbitration.
arbitration, any existing or future difference, question or other matter whatsoever in dispute between itself and any other Company or person ; and the Companies parties to the arbitration may delegate to the person or persons to whom the reference is made, power to settle any terms or to determine any matter capable of being lawfully settled or determined by the Companies themselves
or by the Directors or other managing body of such Companies. Short title of LÍV. This Act may be cited for all purposes as the Companies' Act.
Act, 1866. Commence LV. That this Act shall commence and take effect on the 16th
day of April, 1866.
(Assented to 29th April, 1862.) PREAMBLE.
HEREAS, certain inhabitants of New Plymouth, Abaco,
have petitioned the legislature to establish a Reading
Room and Library at New Plymouth aforesaid ; May it, &c.: Trustees of I. That the resident Magistrate for the time being, the resident Reading Room Clergymen of any religious denomination, the Justices of the and Library at Peace for the district for the time being, if subscribing Members, New Plymouth, shall be the Trustees of the said Institution, and shall have full Abaco.
power and authority to accept donations, and to purchase out of the funds of the Institution such books, pamphlets, newspapers and other articles as they shall deem proper for the use of the Institution, and to make suitable regulations for the management
II. That three of such Trustees shall form a quorum for the
transaction of all business. Annual allow III. That there shall be allowed and paid to the Trustees of ance in aid, the said Reading Room and Library annually, in aid of the funds from public arising from the subscriptions and contributions of individuals, a treasury, not exceeding £10.
sum not exceeding however forty pounds, equivalent to the amount of such subscriptions and contributions for the then twelve months, and for which payment the Governor is hereby authorized and requested to grant his warrant on the Public Treasury of these Islands.
No Act relating to Friendly Societies has been passed since the Compilation of the Laws in 1862.
CLASS VIII. WILLS AND ESTATES OF DECEASED PERSONS.
No Act coming exclusively within this class has been passed since the Compilation of the Laws in 1862; but the Act 25 Vic. c. 15, Part IV. Class VII., contains some provisions relating to the subject matter of this Class.
Y the 29 Vic. C. 4, post, Part III. Class IV., the 3rd section
of the 15 Vic. c. 8, printed in this Class in the compilation of the Laws in 1862, and so much of the 1st section as declares “ that if any declaration made under that Act shall be false or “ untrue in any particular, the person wilfully making such false “ declaration shall be guilty of a misdemeanor,” is repealed, and other provisions for the punishment of persons making false declarations is enacted.
The foregoing is the only alteration in the Law relating to the subjects treated of in this Class.