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that the following resumé of these provisions may not be out of place. They assume that the management is by a board of directors, and in general complexion their provisions closely resemble those of the Companies Act of 1845, but are in some respects more perfect and complete. The first general meeting is held at such time and Meetings. place as the directors may appoint, and not later than six months after registration (No. 29). Subsequent general meetings are held as appointed by the company in general meeting, and in the absence of such appointment on the first Monday in February, at a place appointed by the directors (No. 30). These general meetings are styled ordinary, all others extraordinary (No. 31). The directors may, when they think fit, and must on a requisition of one-fifth of the members, call an extraordinary general meeting (No. 32). The requisition must express the object of the meeting, and must be left at the registered office (No. 33). In default of the directors calling a meeting within twenty-one days, the requisitionists, or other members to the required amount, may convene it themselves (No. 34).

business at,

Seven days' notice of the place, day, and hour, and the special Notice of, and business, if any, of the meeting, must be given to the members; but meetings. the non-receipt of notice by a member does not invalidate the proceedings (No. 35). All business at an extraordinary meeting, and all at an ordinary one, is deemed special, except sanctioning a dividend, and considering accounts and reports of directors (No. 36). No business can be transacted without a quorum, which is five if Quorum. the company consists of ten members, adding one for every additional five members up to fifty, and one for every ten beyond that number; but in no case can the quorum exceed twenty (No. 37). If within one hour a quorum has not assembled, the meeting is dissolved, if called on the requisition of members, and in any other case stands adjourned to the same day next week, when, if a quorum is still wanting, it is adjourned sine die (No. 38). The chairman Chairman. of the directors is the chairman of the meeting (No. 39); but if he does not appear within fifteen minutes, the members choose one of their own number (No. 40). The chairman may, of consent, adjourn from time to time, and place to place; but adjourned business only can be transacted at an adjourned meeting (No. 41). Unless a poll is demanded by five members, the declaration of the Poll.

Voting.

Proxies.

Directors.

Vacating of office, and retirement.

chairman and an entry in the book of proceedings form sufficient evidence of a resolution having been carried (No. 42). If a poll is demanded, it is taken as the chairman directs, and he has a casting vote in cases of equality (No. 43).

Every member has one vote for every share up to ten, one for every additional five up to a hundred, and one for every ten shares above that number (No. 44). Lunatics and idiots vote by their legal guardians (No. 45). When shares have joint owners, he whose name stands first on the register is alone entitled to vote (No. 46). No one can vote whose calls are unpaid, nor can any one vote on a share which he has not held for three months, unless at a meeting held within three months from registration of the company (No. 47). Votes may be given by proxy (No. 48), provided it is in writing signed by the appointer, or under the seal of a corporation, and attested by at least one witness: proxies must be members (No. 49). The instrument appointing the proxy must be deposited at the company's registered office seventy-two hours before the meeting; and no proxy is valid after twelve months (No. 50). The Act gives a form (No. 51).

The number and names of the first directors are determined by the subscribers, who act as directors till these officials are appointed (Nos. 52 and 53). Their rate of remuneration is fixed in general meeting (No. 54). They may act, notwithstanding a vacancy in their number, may pay the costs of getting up and registering the company, and can exercise all powers not confined to general meetings. They are subject to the control of general meetings. But subsequent regulations do not invalidate their previous acts (Nos. 55, 56). A director vacates his office by accepting a place of trust under the company, by bankruptcy or insolvency, and by being concerned in the profits of any contract with the company; but not by being member of another company having contracts with that of which he is a director, though he cannot vote in relation to such matters (No. 57). At the first ordinary meeting after registration the whole directors retire; and at the first ordinary meeting in each subsequent year, one-third of their existing number, or if that is not a multiple of three, as near a number to one-third as possible (No. 58). During the first and second years after the first meeting the directors retire by ballot, afterwards the one

vacancies.

third who have been longest in office (No. 59). These are reeligible (No. 60). The vacancies are filled up by the general Filling up meeting at which the retirement takes place (No. 61). If the election does not take place, the meeting stands adjourned to the same day next week, at the same time and place; and if the vacancies still remain unprovided for, the former occupants continue in office till the ordinary meeting in the ensuing year, and so on, till the vacancies are supplied (No. 62). A general meeting may increase or reduce the number of directors, and may determine in what rotation they are to retire (No. 63). Casual vacancies may be filled up by the directors, but persons so chosen retain office no longer than would have been competent to those for whom they were substituted (No. 64). A director may at any time be Removal. removed by a special resolution, and his place may be supplied by any one appointed by an ordinary resolution; but such substitute retains office for such period only as would have been competent to his predecessor (No. 65).

of directors.

The directors fix their own meetings, determine their quorum, Proceedings and nominate their chairman. They proceed by majorities, the chairman having a casting vote. Any director may call a meeting (Nos. 66, 67). They may delegate any of their powers to com- Committees. mittees, who are empowered to call meetings, transact business, and appoint chairmen in the same way as the directors (Nos. 68, 69, 70). The acts of directors, their committees, or of any one acting as a director, are valid, notwithstanding the subsequent discovery of some defect in their appointment (No. 71).

CHAPTER VI.

RIGHT AND OBLIGATION TO ACCOUNT AS BETWEEN COM-
PANIES AND THEIR PARTNERS OR MEMBERS.

Origin of right THE right to share profits and the liability to incur loss consequent

to enforce an accounting.

Mode of procedure in England and Scotland respectively.

on the partnership relation, necessarily involve mutual rights of accounting between the company and its partners, and between each partner and his fellows, in all matters relating to the partnership. Every person who is a partner in the proper sense of the word is entitled to exercise this right (a). When no settlement or discharge has taken place, it is not lost by retirement or dissolution, but transmits to executors and representatives (b), and seems to be determined by the long prescription only (c).

In England this right is made good by a bill in equity for an account and discovery (d), and can seldom be rendered available by an action at law. In this country the mode of procedure is generally by action of count and reckoning; sometimes a multiplepoinding may be found a more commodious method; and conclusions of declarator or reduction may often be rendered necessary in aid of those for accounting. When the action is brought by persons alleging themselves to be partners, it ought to be preceded by or combined with declarator (e); for until the fact of partnership is either admitted or established, the pursuer can have no title (ƒ). And when a deed of settlement or discharge bars the way, a reduction will be necessary. The right to compel accounting may sometimes be made available by way of defence; but unless the principal

(a) 2 Bell's Com. 645 et seq.

(b) Lister v. Sutor, 1811, aff. 1815, 6 Pat. App. 78; M'Laren or Law, etc., v. Liddell's Trs., 1860, 22 D. 373.

(c) Previous cases.
(d) Lindley 803.
(e) Lindley 739.

(f) Fraser v. Hair, 1848, 10 D. 1402.

action be one of count and reckoning, a defence of this kind will generally require to be pleaded by way of action (a). Of course, it may be pleaded by any of the claimants in a multiplepoinding to dispose of partnership property.

competent.

The right to demand an accounting is competent to the com- To whom pany against one or more partners, or to one or more partners against the company; or, in other words, proceedings to enforce it may be taken by any of the partners or their representatives against the others or their representatives. It is not, however, competent to or against quasi partners, that is, persons who are merely liable as such quoad the public, unless where they have been compelled to pay company debts, when it will take the form of an action of relief, reparation, or damages, or where they have shared or intromitted with company property. But by whomsoever raised, and in whatsoever form, this action, like all others inter socios, must bring all the partners or their representatives into the field, either as pursuers or defenders. If the concern be still undissolved, it may appear in any of the three ways in which, as we shall afterwards see, mercantile copartneries may sue and be sued ; but if dissolution has taken place, all the late partners and the representatives of those deceased must be made parties (b). The reason of this is, that whether the company sues a partner, or a partner the company, the action still resolves into a mutual accounting among the partners; and unless all were in the field, the defender would not be in safety to make payment, and the share of an absent partner might be demanded, though it had de facto been already paid or compensated. The same rule obtains in England (c).

have no right to account as against the

It is held in England that a sub-partner has no right to an Sub-partners account from the principal firm, because between it and him there. is no privity of contract. His right lies against the particular firm. partner only with whom he is sub-partner (d). This, however, may be got over by assignation, legal or conventional (e).

(a) See Fife Bank v. Holliday, 1831, 9 S. 693.

(b) Bell v. Willison, 1822, 1 S. App. 220; M'Intyre v. Maxwell, 1831, 9 S. 284; Jardine's Trs. v. Carron Iron Co., 1862, 24 D. 443.

(c) Hills v. Nash, 1 Ph. 594.

(d) Brown v. De Tastet, Jac. 284; Bray v. Fromont, 6 Madd. 5. See Lindley, p. 804.

(e) See Fawcett v. Whitehouse, 1 R. and M. 132; Bentley v. Bates, 4 Y. and C. Ex. 182.

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