INDEX. NOTE. The italics refer to the Forms and Precedents: the rest to the Notes. ACCIDENT, objects clause of company insuring against, 133 ACCOUNT BOOKS, lessee to keep, showing number of bricks burnt, 28 company purchasing business to have use of, 25, 46 ACCOUNTS, clauses in articles as to, 192 clauses as to (Table A), 247 annual statement to be submitted to meeting, 193 inspection of books by members, 192 where books to be kept, ib. directors keeping fraudulent, guilty of misdemeanor, 193 audit of, clauses as to, 194 to be audited by committee of members, 283 licensee of patent to keep, 53 ACTION, against members for calls, clause as to evidence in, 150 by debenture holder against company, 400, 408 by mortgage debenture holder against company, decrees in, 410 by member of company to restrain act ultra vires, 264 power of court to restrain after presentation of winding-up petition, 630 et seq. effect of winding-up order on, 631 liberty to continue or bring, after winding-up order may be given, 412 ACT OF PARLIAMENT, amalgamation by, 553 altering constitution, ultra vires to apply funds of company in promotion of, 269 Standing Orders of Parliament as to applications, ib. power to obtain, taken in memorandum, 110 power for directors to apply for, 269 for reconstruction of waterworks company formed under Acts of 1862 and 1867, 511 ADJOURNMENT, of winding-up petition, power of court, 644 of winding-up petitions, orders for, 645 of general meeting, power of general meeting, 169 when, notice of business to be transacted at to be given, 166 ADJUSTMENT, of rights of contributories in winding up, how to be effected, 284 ADOPTION of agreement by company, contracts for, 56, 57 of agreement, clauses in articles as to, 143, 251 resolutions authorising, of agreement by liquidators on reconstruction and ADVERTISEMENT, of winding-up petitions, 602 effect of, 603 of days fixed for redemption of debentures to be published, 430, 432 of meeting to ascertain wishes of creditors or contributories as to winding up, AGENT, 606 personal liability of agent on contract for intended company, 4 how such liability may be qualified, 4 proviso to relieve from all liability void, 5 not liable on contract if contrary intentions appear, 17 appointment of by articles, effect of, 69 rights of, on dismissal, 70 objects of company undertaking to act as, 134 accountable for secret profit, 271 authority of, to contract for company, 16 contract by, on behalf of company, how to be framed, 42 clause in agreement discharging from liability, 25 power for directors to appoint, 186 AGREEMENT, to procure incorporation of company, 21 that no alteration shall be made in draft memorandum and articles before registration, 22 book debts, &c., to sell, ib. to sell leaseholds and chattels, 21 not to carry on business when valid, 24 not to carry on similar business, by vendor, 24 for lease, best mode of framing, 28 for lease of brickworks, 26 that payment of part of purchase-money shall be secured by bills of exchange, 30 articles of association not a contract with person not party thereto, 71 company cannot be brought into existence bound to adopt, 3, 251 ratification by articles ineffectual, ib. company can adopt contract on its behalf made by promoters, 252 object of setting out in articles of association, 251 clauses authorising adoption by directors, 143, 251 to issue paid-up shares for a consideration other than cash, 8 whether it must state consideration, ib. whether it must state numbers, 10 when it must be filed, 6 result of not filing, in accordance with s. 25 of the Act of 1867, 13 contained in articles not sufficient within s. 25, must be separately filed, 16 statement of in petition, 570, 583 in articles whether company can be sued on, 252 directors to affix seal to, 251 to sell business, 21 ratification of by company, 56, 57 mines, foreign, for sale of, 36 paid-up shares to accept in satisfaction of debt, 59 AGREEMENT-continued. for sale of chattels, &c., 29 by vendor to guarantee profits, 38 to sell concession, 40 debentures not to be allotted without vendor's consent, 40 patents, for sale of, 48 secretary, appointing, 68 manager, appointing, 67 with a view to reconstruction and amalgamation, 488 et seq. and 540 et seq. power to rescind, when inserted, 6 rescind, power to, 25, 491 roid, to become in a certain event, 51 forms of. See TABLE OF CONTENTS AGRICULTURAL ASSOCIATIONS registered without the word "Limited," 81 AL LOTMENT of shares, power to directors, 144 of shares, notice on, 304 of debentures, none to be made without vendor's consent, 40 ALTERATION of articles, power of company, 290 of conditions contained in memorandum, how far valid, 82, 290 of Table A., ib. of name of company how effected, 79 AMALGAMATION, meaning of word in Parliamentary language, 528 meaning of word in reference to companies under Acts of 1862 and 1867, 528 sense in which word used in this work, ib. advantages of, ib. resemblance to reconstruction, ib. modes of effecting, 1. by special Act, 531 2. under sec. 161, ib. 3. under power in memorandum, ib. by transfer under sec. 161, two plans, 532 which should be adopted, ib. the course of procedure, 533 how debts of transferring company to be paid, 534 when special resolution of purchasing company necessary, ib. as to appointment of directors of transferring company to board of pur- compensation to officers for loss of office, ib. notices of meetings to authorise amalgamation, what sufficient, 537 objects of purchasing company may be more extensive than those of trans- change of name on, ib, with foreign company, 539 the rights of dissentients, ib. invalid agreement for, Clinch v. Financial Corporation, ib. members of transferring company cannot be called on to pay a premium for transfer in consideration of shares in part paid up or of preference or de- validity of sale to trustee for new company, ib. statutory provisions as to life assurance companies, ib. objects of company formed to effect, 105 conditional agreement for transfer by one of two existing companies to the other, 541 AMALGAMATION-continued. agreement by liquidators of one company to transfer to another, 543 clause in agreement as to appointment of directors on, 545 provision for issue of preference shares to be converted into stock, 547 as to the validity of such a clause, ib. and 540 power to rescind agreement, 541 act of parliament effecting, 553 resolutions to wind up and sanctioning agreement, 542 resolutions where two companies are to be amalgamated by transfer to new resolutions on amalgamation of three existing companies, 544 resolutions where transferring company to pay its own debts, &c., 549 resolution where directors of transferring company to be appointed to board of resolutions of purchasing company sanctioning agreement, increasing capital, notices of meetings to pass resolutions, 310 notice of dissent from special resolution, ib. clause in agreement as to compensation to officers, on, 541 for shares, letter of, 304 APPOINTMENT of secretary, agreement for, 68 of manager, agreement for, 67 to office, what sufficient evidence of, 69 when it must be in writing, ib. of directors, 173, presumed to be valid, 281 of auditors, 194 of official liquidators, 609 of provisional liquidators, 627 power of Court and orders, 627 et seq. APPORTIONMENT of outgoings on sale to be made, 25, 31, 37, 46 AQUARIUM, objects of company, 132 ARBITRATION, power of company to refer to in accordance with Ry. Co.'s Arb. Act, 1859, 35 clause in agreement providing for reference to, 31, 492 effect of such a clause, 33, 492 in articles, clauses as to, 198, 237 documents and witnesses, compelling production of, 34 rights and duties of arbitrator, 33 et seq. rule of Court, object of provision for making submission, 34 how and when umpire to be appointed, 33 remitting back, power of Court as to, 34 as to enlarging time for making award, 33 special case, when arbitrator may state award în form of, ib. ARBITRATION - continued. when award of one arbitrator binding on both parties, 33 in what cases appointment of arbitrator irrevocable, ib. submission may be so framed as to make reference condition precedent to clause in articles of mutual insurance company so framed, 338 as to staying action where agreement to refer, 35 revocation of arbitrator's authority, 33 enforcing and setting aside award, 34 chamber of commerce acting in, 111 ARRANGEMENT WITH CREDITORS UNDER JOINT STOCK COMPANIES ARRANGEMENT ACT, 1870 petition to sanction, 579 provisions of the Act, ib. majority of creditors enabled to bind minority, 580 provisions of Act of 1862 as to compromise and arrangement, 581 what majority of creditors sufficient to bind, ib. difficulty of effecting in case of life assurance company, 582 sometimes meetings of contributories as well as creditors called, ib. order on petition sanctioning agreement, 591 orders on summons sanctioning arrangements under the Act, 591 ARTICLES OF ASSOCIATION, when they must be registered, 139 may adopt Table A., ib. when Table A. applies, ib. when they must state amount of capital, ib. are a contract by the members inter se, 251 advantage of full set of, 140 to be printed, ib. stamp on, ib. effect of when registered, ib. may provide for contributions beyond amount of shares held, 274 may provide for compulsory loan and for periodical subscriptions, ib., 206, 215 monies payable by members under, are recoverable as debt due to company, alteration of, by special resolution, 140, 290 not a contract in writing within section 25 of the Act of 1867, 11 nor within sec. 4 of Statute of Frauds, 70 officers, effect of clauses appointing, 140 copies to be supplied, when, 92, 140 as to annexing copy special resolution, 140 ordinary form, 142 interpretation clause, ib. when business may be commenced, 144 shares, company not to buy its own, ib. power in to issue shares subject to different conditions as to calls, &c., 145 power for directors to make calls, 148 power to receive calls in advance, 150 allotment of shares, directors' power, 144 partly incorporating Table A., 200 notices, clauses as to, 248 notice of, members deemed to have, 251 preference shares, &c., clauses in articles as to, :52 power to acquire business, 261 business, power to acquire what a liberal one, ib. transfer of shares, special clause as to, 262 |