Form 653, any) due or accruing upon the same, by or be recoverable from the Certificates, &c., to re main in force. Books, &c., continued evidence. Officers to continue until removed. Present registers of members to be continued. Capital. Vesting of old shares in present shareholders. Company shall call in and cancel company. 16. Notwithstanding the avoidance of the said memorandum and articles of association, all certificates (until cancelled under the powers of this Act), sales, transfers, and dispositions heretofore made or executed under them for and with respect to any shares in the limited company shall remain in full force, and continue and be available in all respects as if they had not been avoided. 17. All documents, books, and writings which, if the said dissolution and avoidance had not taken place, would have been receivable in evidence, shall be admitted as evidence in all courts of law and equity and elsewhere, notwithstanding such dissolution and avoidance. 18. All officers and servants of the limited company who were in office immediately before the passing of this Act shall hold and enjoy their respective offices and employments, together with the salaries and emoluments thereunto annexed, until they shall resign the same or be removed therefrom by the company, and shall be subject and liable to the like conditions, obligations, pains, and penalties, and to the like powers of removal, and to the like rules, restrictions, and regulations in all respects whatsoever as if they had been appointed under this Act. 19. The books kept by the limited company for entering the names and designations of the members thereof, with the numbers of their shares, and the proper distinguishing number of such shares, shall and may continue to be kept for the same purpose by the company, and shall, until some other register of shareholders shall be provided by the company, be taken and considered as the register of shareholders required to be kept by the Companies Clauses Consolidation Act, 1845. 20. The capital of the company shall be 48,0007., whereof 32,000% is in this Act called the original capital, and 16,0007. is in this Act called the additional capital, and shall be raised in manner hereinafter mentioned, and the original capital shall be divided into 3,200 shares of 107. each, which shares are in this Act called the "old shares," and the company may convert into stock the whole or any part of their original or additional capital when fully paid up. 21. The old shares shall be vested in the several persons who immediately before the passing of this Act were the registered members of the limited company, share for share, in substitution for the existing shares of the limited company, and every share so vested shall be subject to the same liability for calls, and subject and liable to the same trusts, powers, provisions, declarations, agreements, charges, liens, and incumbrances as immediately before the passing of this Act affected the share for which the same is substituted, and so as to give effect to and not revoke any testamentary disposition of or affecting the same. 22. The company shall call in and cancel the existing certificates of shares in the limited company, and issue in lieu thereof certificates in existing share the form and under the conditions prescribed by the Companies Clauses. certificates and Consolidation Act, 1845, but the holders of such existing certificates of issue new shares shall not be entitled to any certificates of proprietorship under this Form 653. Act until they shall have delivered up to the company to be cancelled the certificates in certificates of proprietorship issued to them before the passing of this lieu thereof. Act, or shall have proved to the reasonable satisfaction of the company the loss or destruction thereof. company 23. The company shall not in any one year make out of their profits Profits of the any larger dividend on their additional capital to be raised under the limited. powers of this Act than 77. in respect of every 1007. actually paid up of such capital as shall be issued as ordinary capital, or 67. in respect of every 1007. actually paid up of such capital as may be issued as prefer ence capital. additional capital. 24. The company may, subject to the provisions of Part II. of the Power to raise Companies Clauses Act, 1863, raise the additional capital of 16,000l. by this Act, authorised by the issue, at their option, of new ordinary shares or stock, or new preference shares or stock, or wholly or partially by any one or more of those modes. 25. Any new shares, whether ordinary or preference, issued under this As to amount of new shares. Act, shall be of a nominal amount not less than 107. 26. The company shall not issue any share created under the autho- Shares not to rity of this Act, nor shall any such share vest in the person or corpora- one-fifth paid tion accepting the same, unless and until a sum not being less than up. one-fifth of the amount of such share is paid in respect thereof. issue until 27. One-fifth of the amount of a share shall be the greatest amount of Calls. a call, and two months at least shall be the interval between successive calls, and three-fourths of the amount of a share shall be the utmost aggregate amount of the calls made in any year upon any share. 28. [Power to divide shares into half-shares, one of which to be called "preferred half-share" and the other "deferred half-share."] 29. [Dividends on half-shares.] 30. [Dividend on preferred half-share to be non-cumulative.] 30 to 35. [Various provisions as to half-shares.] Profits of existing com pany to be applicable to 36. Profits of the limited company by this Act vested in the company shall, for the purpose of dividends, be deemed profits of the company, and shall be applicable to dividend among the proprietors of the company. 37. If any money is payable to a shareholder being a minor, idiot, or lunatic, the receipt of the guardian or committee of his estate shall be Receipt of a sufficient discharge to the company. dividend of company. guardian, &c. different 38. [Representation of company in bankruptcy.] 39. In case in any half year the net revenues of the company applic- Dividends on able to dividend shall be insufficient to pay the full amount of the pre- classes of scribed maximum rate of dividend, on each class of ordinary stock or stock or shares to be paid shares in the capital of the company, a rateable deduction shall be made rateably. in the dividend of each class. 40. [Power to borrow on mortgage.] 41. [As to conversion of borrowed money into capital.] 42. The mortgagees of the company may enforce payment of arrears For appointof interest or principal, or principal and interest, due on their mort PP ment of a receiver. Priority of and debenture Application of moneys. First ordinary meeting. Number of directors. Qualification of directors. Quorum. First directors. Contracts not for office of director. gages by the appointment of a receiver. In order to authorise the appointment of a receiver in respect of arrears of principal, the amount owing to the mortgagees by whom the application for a receiver is made shall not be less than 1001. in the whole. 43. [As to creation of debenture stock.] 44. All monies raised on mortgage by the company under this Act, and the interest due thereon, and the interest due on debenture stock created and issued under this Act, shall have priority against the company, and the property from time to time of the company, over all other claims on account of debts incurred or engagements entered into by the company after the passing of this Act; but this priority shall not affect any claim against the company in respect of any rentcharge to be granted by them in pursuance of the Lands Clauses Consolidation Act, 1845, or the Lands Clauses Consolidation Acts Amendment Act, 1860, or in respect of any rent or sum reserved by or payable under any lease to be granted or made to the company by any person in pursuance of any Act relating to the company, which is entitled to rank in priority to or pari passu with the interest or dividends on the mortgages and debenture stock, nor shall anything hereinbefore contained affect any claim for land taken, used, or occupied by the company for the purposes of their works or injuriously affected by the construction thereof, or by the exercise of any powers conferred on the company. 45. All moneys raised under this Act, whether by shares, stock, debenture stock, or borrowing, shall be applied for the purposes of this Act only. 46. The first ordinary meeting of the company shall be held within six months after the passing of this Act. 47. The number of directors shall be six, but the company may from time to time reduce the number, provided that the number be not less than four. 48. The qualification of a director shall be the possession in his own right of not less than thirty shares. 49. The quorum of a meeting of directors shall be three. , 50. H—, H- F———————, R——————, S——, and W————, shall be the first directors of the company, and shall continue in office until the first ordinary meeting held after the passing of this Act. Provision for election of future directors. 51. Any contract to be made under this Act with any local board, to disqualify corporation, or public body, shall not disqualify any of the members of any such local board, corporation, or public body for the office of director of the company, and no director or shareholder of the company shall be disqualified for the office of director of the company by reason of any contract between him and the company for any loan of money to the company, or for renting any land of the company; but no director of the company, being a member of any such local board, corporation, or public. body, shall vote upon any question relating to any contract between the company and such local board, corporation, or public body. Power to pur 52. The company may, for the purposes of their undertaking, pur chase, take, and hold (by agreement, but not otherwise), in addition to Form 653. the lands delineated on the deposited plans and described in the depo- chase lands sited book of reference, any lands and hereditaments not exceeding in the by agreement. whole five acres, and any springs or sources of water which the company may from time to time require for the purposes of their works and undertaking. easements, 53. Persons empowered by the Lands Clauses Consolidation Act, 1845, Power to take to sell and convey or release lands, may, if they think fit, subject to the &c., by provisions of that Act and of the Lands Clauses Consolidation Acts agreement. Amendment Act, 1860, and of this Act, grant to the company any easement, right, or privilege in, over, or affecting any lands (not being an easement, right, or privilege of water) required for the purposes of this Act in, over, or affecting any such lands; and the provisions of the lastmentioned Acts with respect to lands and rent-charges, as far as the same are applicable in this behalf, shall extend and apply to such grants or to such easements, rights or privileges as aforesaid. 54. The company may, from time to time, repair, renew, or recon- Company may struct, upon the present site thereof, any existing works vested in them maintain and by this Act. renew works. 55. Subject to the provisions of this Act, the company may make and Power to make maintain, in the line and according to the levels shown on the deposited water-works. plans and sections, an underground reservoir or tank in or near the north-western corner of a field known as, &c., late in the occupation of at, in the parish of, in the county of, &c., and the heading or tunnel commencing in and out of the said reservoir or tank, and terminating in the road towards which the said field abuts, shown on the deposited plans and sections, together with all necessary and convenient adits, engines, buildings, works, and conveniences connected therewith respectively, and may enter upon, take, and use such of the lands delineated on the said plans, and described in the deposited books of reference, as may be required for any of those purposes, and may collect and impound into the said reservoir and works, and into the existing reservoirs and works of the limited company, and thence distribute, all or any springs and waters on the site of any of the works by this Act authorised, or any of the existing works of the limited company. 56. The powers of the company for the compulsory purchase of lands Period for for the purposes of this Act shall not be exercised after the expiration of compulsory three years from the passing of this Act. purchase of lands. 57. Except as in this Act otherwise provided, the company, in con- Limits of structing the works by this Act authorised, may deviate laterally from deviation. the lines thereof, as shown on the deposited plans, to the extent of the limits of lateral deviation marked or described in writing thereon, and may deviate vertically from the levels shown on the deposited sections to any extent not exceeding five feet upwards or ten feet downwards. 58. If the waterworks authorised by this Act, and shown on the Period for deposited plans, are not completed within five years from the passing of completion of this Act, then, on the expiration of that period, the powers by this Act works. Form 653. granted to the company for executing the same, or otherwise in relation thereto, shall cease to be exercised, except as to so much thereof as is then completed, but nothing herein contained shall restrict the company from extending, enlarging, altering, or removing any of their engines, machinery, mains, or pipes, from time to time as occasion requires, for supplying water within the limits in that behalf of this Act. Company may purchase 59. [Power for company to let or sell superfluous lands, reserving water rights, &c.] 60. [Constant pressure not necessary.] 61-63. [Rates for supply.] 64. [Rent for water may be ascertained by meter.] 65. [Power to sell or let meters.] 66. [Provision to prevent fouling water.] 67. [Regulations for preventing waste, &c., of water.] 68. The company, with the sanction of the votes of three-fourths of existing water- the shareholders present in person or by proxy at a general meeting of works of other the company convened with notice of the object, may acquire by companies. agreement from any other company or person possessed of waterworks within the limits of this Act their and each and every of their lands and buildings, waterworks, reservoirs, mains, or pipes, and other works and conveniences, for the supply of water within the limits of this Act, upon such terms and conditions, pecuniary or otherwise, as the company and such other company or other person may agree, and such other company or person may, if they think fit, accept as the consideration, or as part of the consideration, for such sale and transfer, and may hold shares in the capital of the company, but the company shall not under any circumstances hold more than fifteen acres of land at any one time, nor shall they erect, or authorise, or permit the erection on any lands, whilst the same are held by them, of any buildings other than buildings necessary for or connected with their waterworks. Expenses of 69-90. [Miscellaneous provisions usual in water companies.] 91. All costs, charges, and expenses of and incident to the preparing for, obtaining, and passing of this Act, or otherwise in relation thereto, shall be paid by the company. The above Act is set out rather fully, because it contains many of the common form clauses which are referred to in the subsequent forms. Form 654. Reconstruction Act. Compulsory powers. THE BRIGHTON AQUARIUM AND IMPROVEMENTS ACT, 1869, 32 & 33 Vict. c. 88. Act dissolving and re-incorporating a company formed under the Act of 1862, and conferring various powers. This is another example of an Act for the reconstruction of a company formed under the Act of 1862. This Act may be compared with that of another aquarium company [infra, p. 603], in which case the necessary powers were obtained without re-incorporating the company. The Act recites (1) that the construction of a marine aquarium on a |