be considered same as LVII. The capital so to be raised by the creation of new New shares to shares shall be considered as part of the general capital, and shall be subject to the same provisions in all respects, whether original shares. with reference to the payment of calls, or the forfeiture of shares on nonpayment of calls, or otherwise, as if it had been part of the original capital, except as to the times of making calls for such additional capital, and the amount of such calls, which respectively it shall be lawful for the company from time to time to fix as they shall think fit. the share holders. LVIII. If at the time of any such augmentation of capital If old shares at premium, taking place by the creation of new shares the then existing new shares to shares be at a premium, or of greater actual value than the be offered to nominal value thereof, then, unless it be otherwise provided by the special act, the sum so to be raised shall be divided into shares of such amount as will conveniently allow the same to be apportioned among the then shareholders in proportion to the existing shares held by them respectively; and such new shares shall be offered to the then shareholders in the proportion aforesaid; and such offer shall be made by letter under the hand of the secretary given to or sent by post, addressed to each shareholder, according to his address in the shareholders' address book, or left at his usual or last place of abode. Shares to vest in the parties accepting; LIX. The said new shares shall vest in and belong to the shareholders who shall accept the same, and pay the value thereof to the company at the time and by the instal- otherwise to be disposed of ments which shall be fixed by the company; and if any by the direcshareholder fail for one month after such offer of new shares tors. to accept the same, and pay the instalments called for in respect thereof, it shall be lawful for the company to dispose of such shares in such manner as they shall deem most for the advantage of the company. If a shareholder from any cause allow the day to pass over upon which he was to exercise his option of taking the shares, he will lose his right. Sparks v. Liverpool Waterworks Co., 13 Ves. 428; Pearson v. London and Croydon Railway Co., 14 Sim. 541; 14 L. J., Ch. 412. Directors must not allocate these shares to themselves, but must dispose of them for the benefit of the company, for they are in the position of trustees. York and North Midland Railway Co. v. Hudson, 16 Beav. 485; 22 L. J., Ch. 529. LX. If at the time of such augmentation of capital taking place the existing shares be not at a premium, then such new If not at a premium, to shares may be of such amount, and may be issued in such manner and on such terms, as the company shall think fit. And with respect to the consolidation of the shares into stock, be it enacted as follows: LXI. It shall be lawful for the company from time to time, with the consent of three-fifths of the votes of the shareholders present in person or by proxy at any general meeting of the company, when due notice for that purpose shall have been given, to convert or consolidate all or any part of the shares then existing in the capital of the company, and in respect whereof the whole money subscribed shall have been paid up, into a general capital stock, to be divided amongst the shareholders according to their respective interests therein. LXII. After such conversion or consolidation shall have taken place all the provisions contained in this or the special act which require or imply that the capital of the company shall be divided into shares of any fixed amount, and distinguished by numbers, shall, as to so much of the capital as shall have been so converted or consolidated into stock, cease and be of no effect, and the several holders of such stock may thenceforth transfer their respective interests therein, or any parts of such interests, in the same manner and subject to the same regulations and provisions as or according to which any shares in the capital of the company might be transferred under the provisions of this or the special act; and the company shall cause an entry to be made in some book, to be kept for that purpose, of every such transfer; and for every such entry they may demand any sum not exceeding the prescribed amount, or if no amount be prescribed a sum not exceeding two shillings and sixpence. LXIII. The company shall from time to time cause the names of the several parties who may be interested in any such stock as aforesaid, with the amount of the interest therein possessed by them respectively, to be entered in a book to be kept for the purpose, and to be called "the register of holders of consolidated stock;" and such book shall be accessible at all seasonable times to the several holders of shares or stock in the undertaking. LXIV. The several holders of such stock shall be entitled to participate in the dividends and profits of the company, according to the amount of their respective interest in such 8 VICT. c. 16. stock, and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the company, qualification for the office of directors, and for other purposes, as would have been conferred by shares of equal amount in the capital of the company, but so that none of such privileges or advantages, except the participation in the dividends and profits of the company, shall be conferred by any aliquot part of such amount of consolidated stock as would not, if existing in shares, have conferred such privileges or advantages respectively. LXV. And be it enacted, that all the money raised by the company, whether by subscriptions of the shareholders, or by loan or otherwise, shall be applied, firstly, in paying the costs and expenses incurred in obtaining the special act, and all expenses incident thereto, and, secondly, in carrying the purof the company into execution. poses A member of a company may sue for his time, trouble, and money Carden v. The General Cemetery expended in obtaining the special act. Co., 5 Bing. N. C. 253; Tilson v. The Warwick Gas Light Co., 4 B. & C. 962. So also can the solicitor in an action of debt. Hitchins v. Kilkenny Railway Co., 9 C. B. 536. But money cannot be paid in consideration of withdrawal of opposition to a bill under this clause as part of the costs and expenses incurred in obtaining the act. Earl of Shrewsbury v. North Staffordshire Railway Co., L. R., 1 Eq. 593. The expenses must be strictly incident to the purposes of the company. Thus, railway companies have been prevented by injunction from entering into arrangements for promoting and guaranteeing a steam packet company, for dealing in coal, for forming quays and harbours; and a copper company were held to be incapable to trade in iron. But if a company decide on applying to parliament for a special act with further powers, not already conferred on them, they may do so, Ware v. Grand Junction Waterprovided the application be a lawful one. works Co., 2 Russ. & My. 470. The court will not interfere to prevent an application to parliament to legalize an agreement entered into for amalgamation. Hattersley v. Earl of Shelburne, 10 W. R. 881; 31 L. J., Ch. 873. But as already stated, ante, p. 11, a court of equity, while they will not interfere to prevent the company from introducing or soliciting, will not allow the funds of the company to be expended or pledged in the application to parliament. Simpson v. Denison, 10 Hare, 51; 7 Rail. Cas. 403-418; 16 Jur. 828; Great Western Railway Co. v. Rushout, 5 De G. & Sm. 290; 16 Jur. 238; 19 L. T. 281. And with respect to the general meetings of the company, and the exercise of the right of voting by the shareholders, be it enacted as follows: LXVI. The first general meeting of the shareholders of the Ordinary company shall be held within the prescribed time, or, if no meetings to be held halfyearly. Business at ordinary meetings. Extraordinary meetings. Business at extraordinary meetings. Extraordinary meetings may time be prescribed, within one month after the passing of the special act, and the future general meetings shall be held at the prescribed periods, and, if no periods be prescribed, in the months of February and August in each year, or at such other stated periods as shall be appointed for that purpose by an order of a general meeting; and the meetings so appointed to be held as aforesaid shall be called "ordinary meetings;" and all meetings, whether ordinary or extraordinary, shall be held in the prescribed place, if any, and, if no place be prescribed, then at some place to be appointed by the directors. At adjourned meetings the business of the former meeting only can be considered. Reg. v. Grimshaw, 10 Q. B. 747. And no notice can be given of any further business to be transacted. If such business is urgent an extraordinary meeting must be called, which, if the due notice has been given, may be held at the same time and place as the adjourned meeting. Where notice of an adjourned meeting is necessary, it is not necessary in the notice to state the purpose for which it is suminoned. Scadding v. Lorant, 3 H. L. Cases, 418; 15 Jur. 955. The general rule as to adjourn ment of meetings is that notice of such adjournment is not requisite. Kerr v. Wilkie, 6 Jur., N. S. 382; 1 L. T., N. S. 501; Wills v. Murray, 4 Exch. 843; 19 L. J., Ex. 209. LXVII. No matters, except such as are appointed by this or the special act to be done at an ordinary meeting, shall be transacted at any such meeting, unless special notice of such matters have been given in the advertisement convening such meeting. This clause must be strictly observed, and if business be transacted and resolutions passed, of which no special notice has been given, they will be invalid. This applies equally to extraordinary meetings. See In re The Vale of Neath and South Wales Brewery Joint Stock Co., Ex parte Lawes, 21 L. J., Ch. 688. But notices are not to be construed with excessive strictness, provided they give the shareholders adequate notice of what is intended to be done. Wright's Case, L. R., 12 Eq., 335, n., 345, n. LXVIII. Every general meeting of the shareholders, other than an ordinary meeting, shall be called an "extraordinary meeting;" and such meetings may be convened by the directors at such times as they think fit. LXIX. No extraordinary meeting shall enter upon any business, not set forth in the notice upon which it shall have been convened. LXX. It shall be lawful for the prescribed number of be required by shareholders, holding in the aggregate shares to the prescribed amount, or, where the number of shareholders or amount of shareholders. 8 VICT. c. 16. shares shall not be prescribed, it shall be lawful for twenty meetings. general meet ing. LXXII. In order to constitute a meeting (whether ordinary Quorum for a or extraordinary) there shall be present, either personally or by proxy, the prescribed quorum, and if no quorum be prescribed then shareholders holding in the aggregate not less than one-twentieth of the capital of the company, and being in number not less than one for every five hundred pounds of such required proportion of capital, unless such number would be more than twenty, in which case twenty shareholders holding not less than one-twentieth of the capital of the company shall be the quorum; and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at the meeting, other than the declaring of a dividend, in case that shall be one of the objects of the meeting, but such meeting shall, except in the case of a meeting for the election of directors hereinafter mentioned, be held to be adjourned sine die. LXXIII. At every meeting of the company one or other Chairman at of the following persons shall preside as chairman; that is to general meet ings. |