Quorum and of Committee. IX. The Committee so appointed may meet from time to Proceedings time, and may adjourn from place to place, as they may think proper; but no business shall be transacted at any meeting of the Committee unless the Quorum of members fixed by the Commissioners be present; and at all meetings of the Committee the Convener or Sub-Convener appointed by the Commissioners, or in their absence any other member to be appointed by the members present, shall be Chairman; and all questions shall be determined by a majority of the votes of the members present, and in case of an equal division of votes the Chairman shall have a casting vote in addition to his vote as a member of the Committee. Water Account to be kept. Undertakings of the Glasgow Water Company and the Gorbals Gravitation Water Company vested in the Com missioners. Compensation to be made to the Companies, Conveyances to be executed by the Companies. X. The Treasurer shall keep a separate and distinct Account, to be called "The Glasgow Water Account," of all monies received and paid under the powers and provisions of this Act, and all rates and monies received by the Commissioners or the Treasurer under the provisions of this Act shall be carried to the credit of the said Account. See sections 14 and 15 of the Glasgow Corporation Waterworks Amendment Act, 1859 (p. 51) for provisions with reference to balancing and auditing "The Glasgow Water Account." XI. On the Fifteenth day of May, One thousand eight hundred and fifty-six, the Undertakings of the Company of Proprietors of the Glasgow Waterworks and of the Gorbals Gravitation Water Company, and their whole rights and privileges, lands, buildings, streams, reservoirs, works, and other property (except any undivided revenue previously drawn by the said Company of Proprietors of the Glasgow Waterworks), shall vest in the Commissioners, subject to the burdens, debts, and obligations of the said Companies. XII. The Commissioners shall make Compensation to the said Companies respectively for their undertakings, rights, privileges, and property as aforesaid to be so vested in the Commissioners. XIII. The said Gorbals Gravitation Water Company shall and they are hereby required to execute and deliver to the Commissioners, on or before the said Fifteenth day of May, a proper Deed of Conveyance of their whole undertaking, property, and works as aforesaid; and the said Company of Proprietors of the Glasgow Waterworks shall and they are hereby required to execute and deliver to the Commissioners, within one month after the rate or rates of annuities payable to the Shareholders thereof is or are fixed under the provisions herein-after contained, a proper Deed of Conveyance of their whole undertaking, property, and works, as afore said, and in which Deeds of Conveyance respectively the consideration shall be fully and truly stated, and which Deeds of Conveyance respectively shall be duly stamped for denoting the proper ad valorem stamp duty in respect of such considerations respectively, and the expenses of such Conveyances, including the stamp duties, shall be paid by the Commissioners. The Deed of Conveyance by the Gorbals Gravitation Water Co., in tion to Glas XIV. And with respect to the Compensation to be made Amount of to the Company of Proprietors of the Glasgow Waterworks, Compensabe it enacted, That the Commissioners shall be bound to pay gow Water to the several holders of ordinary and preference shares in Company to the capital of the said Company, perpetual annuities at such be fixed by rate or rates respectively as may be fixed by Agreement Agreement or Arbitration. between the Directors of the said Company and the Commissioners, or as, in the option of such Directors or of the Commissioners, shall be fixed by Arbitration, under the provisions with respect to the settlement of disputes by arbitration contained in the "Companies Clauses Consolidation (Scotland) Act, 1845," which are hereby incorporated with this Act; provided, that in fixing the rate or rates of the annuities to be paid as aforesaid the arbitrator or arbitrators, or their umpire, shall have regard to the amount of Compensation which would have been payable to the said Company if such Compensation had been made payable in a capital sum. The perpetual annuities payable to the Shareholders of the above and Transfer XV. The Expenses of and incident to such Arbitration, Expenses of and the Transfer of the undertaking, rights, privileges, and Arbitration property of the said Company as by this Act directed, shall to be paid by be paid by the Commissioners. the Commissioners. tained in this XVI. The arbitrator or arbitrators, or their umpire, in Powers confixing the rate or rates of the annuities to be paid as afore- Act not to said, shall not take into consideration the powers contained be taken into in this Act, or any of the statements in the preamble thereof, account in as enhancing or depreciating the amount to be awarded by pensation. fixing Com them. Compensation to Shareholders of Gorbals Gravitation Water Company to be paid by Annuities. Annuities to holders of Company. XVII. And with respect to the Compensation to be made to the Gorbals Gravitation Water Company, be it enacted, That the Commissioners shall pay to the several Shareholders of the said Company Perpetual Annuities amounting in the whole to Ten thousand eight hundred Pounds per Annum, being at the rate of Six Pounds per centum on the sum of One hundred and eighty thousand Pounds of capital or stock which the said Company are by the recited Acts relating thereto authorized to raise in Shares of Ten Pounds each. XVIII. And with respect to the Compensation to be made vest in Share- to both of the said Companies, be it enacted, That the said Annuities shall be called "The Glasgow Corporation Waterworks Annuities," and shall vest in and belong to the several parties who, on the Fifteenth day of May, One thousand eight hundred and fifty-six, may be Shareholders in the said Companies respectively. Annuities to Commis sioners to issue Certi ficates for Annuities. Provisions in Certificates of XIX. The said Annuities on the capital of the said Companies respectively shall in all respects be substituted for and represent the shares therein, and the several parties in whom any Annuities become vested under this Act shall be possessed thereof respectively upon the same trusts, and subject to the same powers, provisions, charges, and liabilities, as those upon and to which their respective Shares in the capital of the said Companies respectively are, on the date at which the said Annuities become so vested as aforesaid, held and subject, and the said Annuities shall be conveyed or affected by any deed, will, or other instrument disposing of or affecting such Shares. XX. The Commissioners shall at their own expense issue to every Shareholder in whom any Annuity becomes vested under this Act, or to his executors, administrators, or assignees, on demand in writing made by him or them to the Commissioners, and on delivery by him or them to the Commissioners of the Certificate of the Share in the capital of the Company for which the Annuity is substituted, an Annuity Debenture for each such Share, and such Debenture shall be in the form in the Schedule (A.) to this Act annexed, or to the like effect. XXI. If any Certificate of a Share in the capital of either case of Loss of of the said Companies be lost or destroyed, then on proof thereof the Commissioners shall issue to the party entitled to the Certificate so lost or destroyed a Debenture for the Annuity substituted for that Share, and in case the Commis sioners shall not be satisfied with the proof offered by such party, he may appeal to the Sheriff, who shall decide summarily as to the proof requisite in the circumstances of each case. for which XXII. The Debentures issued by the Commissioners to Number of any person entitled thereto shall be so many and each of Annuities them for so many Annuities, but not exceeding in the aggre- Certificates to gate the whole number of his Annuities, as he by notice in be issued. writing to the Commissioners shall require; provided that if or so far as any person does not require any particular number of Debentures to be issued to him, then the Commissioners shall issue to such person one Debenture for cach Share held by him in either of the said Companies. XXIII. The Commissioners shall keep a book called "The Register of Register of Glasgow Corporation Waterworks Annuities," Annuities to be kept. and shall enter therein from time to time the names of the several corporations and companies, and the names and designations of the several persons respectively entitled to the Annuities, and the respective amounts of their Annuities; and their surnames or corporate names shall be placed in alphabetical order. XXIV. The Debentures shall be numbered in arithmetical Debentures to progression, beginning with number one, and every Deben- be numbered. ture shall be distinguished by its appropriate number. XXV. If any Debenture be worn out or damaged, then Debentures to on its being produced to the Commissioners they may order be renewed it to be cancelled, and thereupon the Commissioners shall when lost. issue a similar Debenture to the party then entitled to the Debenture so worn out or damaged, or if any such Debenture be lost or destroyed, then on proof thereof they shall issue a similar Debenture to the party then entitled to the Debenture so lost or destroyed, and in either case a proper entry of the substituted Debenture shall be made by the Commissioners in the said Register, and for every such substituted Debenture the Commissioners may demand any sum not exceeding One Shilling; and in case the Commissioners shall not be satisfied with the proof offered by such party he may appeal to the Sheriff, who shall decide summarily as to the proof requisite in the circumstances of each case. Numbers of XXVI. If at any time an annuitant be desirous of having Debentures several Debentures instead of one, or one Debenture instead for altered of several, for his Annuities or any of them, then on any Annuities. such Debenture or Debentures being produced to the Com Debentures to missioners they may order the same to be cancelled, and XXVII. The Debentures shall be admitted in all courts as be Evidence. prima facie Evidence of the title of the holder thereof, his executors, administrators, or assignees, to the Annuity therein specified, but the want of such Debenture shall not prevent the holder of any Annuity from disposing thereof. Annuitants' XXVIII. The Commissioners shall also keep a book Addresses to called "The Glasgow Corporation Waterworks Annuitants' be kept. Address Book," and shall enter therein from time to time, in alphabetical order, the names with the places of business of the Annuitants being corporations or companies, and the names, designations, and places of abode of the other Annuitants, so far as the same are known to the Commissioners; and every Annuitant, or if such Annuitant be a corporation or company their clerk or agent, may at all convenient times inspect such book gratis, and may require a copy thereof or any part thereof, and for every one hundred words or any smaller number of words so required to be copied the Commissioners may demand any sum not exceeding Sixpence. Annuities to be Personal Estate. Annuities may be XXIX. The Annuities shall be Moveable or Personal Estate, and transmissible as such, and shall not be of the nature of heritable or real estate. By section 18 of "The Glasgow Corporation Waterworks Amendment Act, 1865" (p. 67), the mortgages to be granted by the Commissioners are also declared to be moveable or personal estate. XXX. Every Annuitant may sell and transfer all or any Transferred. of his Annuities, and every such Transfer shall be by deed duly stamped, in which the consideration shall be truly stated, and such deed may be according to the form in the schedule (B.) to this Act annexed, or to the like effect. The Commissioners are bound to register partial transfers of Annuities. See section 7 of "The Glasgow Corporation Waterworks Amendment Act, 1873" (p. 90), which repeals the contrary provision in section 16 of "The Glasgow Corporation Waterworks Amendment Act, 1865," p. 66. |