1861. IRISH PEAT V. PHILLIPS. tication, and be authenticated, at the next annual general or next subsequent meeting of the corporation in the same way as if such authentication by the council had not taken place, and the reasons for such special authentication shall be then stated or reported to such meeting. "8. That a certificate of ownership (which may be in the form set forth in the Schedule A. to these presents), under the corporation seal, shall be delivered gratis to each shareholder, upon application for the same at the office of the secretary; and such certificate shall specify the share in the undertaking to which such shareholder is entitled; and, if such certificate shall be proved to be lost or destroyed, the council may grant a new one, or, if it shall be worn out or damaged, the board may order it to be cancelled, and grant a new one, and for each such substituted certificate the corporation may demand any sum not exceeding 2s.; and every such substituted certificate shall be entered by the secretary in the shareholders' register, and such certificate shall be primâ facie evidence of the title of the shareholder, his executors, administrators, successors or assigns, to the share therein specified: nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. "9. That it shall be lawful for every shareholder and every person claiming in his or her right in any way howsoever (with the consent of the board as hereinafter provided by clause 16 of these presents), until the sum of 57. shall be paid thereon, and after the sum of 51. shall be paid thereon, then at his or her absolute discretion, to sell and transfer by deed duly stamped, in which the consideration shall be truly stated, and which deed of transfer may be in the form in Schedule B. to these presents annexed (or such other form as the board shall prescribe, or as the board shall think fit in any particular case to permit), any shares to which he or they shall be entitled, or any of them, to any person or persons, subject nevertheless to the conditions or restrictions herein contained, and the same when duly executed shall be delivered to the secretary or other proper officer of the corporation, and be kept by him; and he shall enter a memorial thereof in a book to be kept at the offices of the corporation aforesaid, and to be called 'The Register of Transfers,' and shall endorse such entry on the deed of transfer, and shall on demand deliver a certificate of such transfer to the purchaser in the form in the Schedule C. to these presents annexed, or to the like effect; and for every such entry, together with such endorsement and certificate, the corporation shall be entitled to a sum not exceeding 2s., and such deed so endorsed shall be sufficient evidence of the consent of the board, and until such transfer has been so delivered to the secretary as aforesaid the vendor of the share shall continue liable to the corporation for any calls that may be made upon such share, and the purchaser of the share shall not be entitled to receive any part of the profits of the institution, or to vote in respect of such share. But no shareholder shall be entitled to transfer any share, after any call shall have been made in respect thereof, until he shall have paid such call and all other calls for the time being due on every share held by him. And it is hereby declared that every purchaser or transferee of shares shall, in respect of the shares purchased by or transferred to him, and at his own expense, when required by the said board, execute this deed, or enter into a deed of covenant with the corporation to observe, fulfil and perform all the clauses, 1861. IRISH PEAT V. PHILLIPS. 1861. IRISH PEAT Company V. PHILLIPS. conditions and stipulations herein contained as by the said board shall be required; and until he shall do so, his rights and privileges of voting and receiving dividends shall remain in suspense: but from the time of his name being entered on the register of shareholders or register of transfers, he shall be liable to all calls thereafter in respect of his share or shares, and to all duties and obligations in respect thereof" (a). 21. [Directions as to convening extraordinary meetings and special general meetings of shareholders.] 23. [Directions as to the notice to be given of meetings whether annual general, special general, or extraordinary.] "63. That it shall be lawful for the board from time to time to make such calls upon the shareholders, in respect of the amount of capital subscribed or owing by them, as they shall think fit. Provided that, as regards the first call, ten days' notice at least be given, and, as regards all other calls, twenty-one days' notice at the least be given of each call, and that the first call shall not exceed the amount of 5/. on every share, and that each subsequent call shall not exceed the amount of 21. on every share, and that successive calls be not made at less than an interval of two calendar months. "64. That the several persons who now have or hold, or shall at any time, or from time to time, have or hold, any share or shares in the said corporation, shall pay the sum or sums of money by them respectively subscribed, or such part or parts thereof as shall respectively from time to time be called for pursuant to or by virtue of the powers and directions of these presents, at such times and places, and to such persons and in (a) This article, and the Schedules B. and C. therein referred to, were not set out in the case, but were referred to in the argument. such manner, as shall be ordered and directed by the board for the time being; and in case any shareholder or shareholders shall neglect or refuse so to do, it shall be lawful for the said corporation to sue for and recover the same (together with interest at the rate of 51. per cent. per annum), from such appointed time for payment and till payment from such shareholder or shareholders respectively, and his, her, or their heirs, executors or administrators; and in those cases where two or more shareholders shall be jointly possessed of any one or more share or shares in the said corporation, then from all, any or either of such shareholders, his, her, or their heirs, executors, or administrators. "65. That in any action or suit to be brought by the corporation against any shareholder, to recover any money due from any call, it shall not be necessary to set forth the special matter; but it shall be sufficient for the corporation to declare that the defendant is the owner of one share or more in the corporation (stating the number of shares), and is indebted to the corporation in the sum of money to which the calls and arrears shall amount, in respect of one call or more, upon one share or more (stating the number and amount of each such calls), whereby an action hath accrued to the corporation, by virtue of these presents. "66. That, on the trial or hearing of such action or suit, it shall be sufficient to prove that the defendant, at the time of making such call, was a holder of one share or more in the undertaking, and that such call was in fact made, and such notice thereof given, as is directed by these presents; and it shall not be necessary to prove the appointment of the board who made such call, nor any other matter whatsoever; and thereupon the corporation shall be entitled to recover what shall be due 1861. IRISH PEAT V. PHILLIPS. 1861. IRISH PEAT V. PRILLIPS. upon such call, with interest thereon, unless it shall appear either that any such exceeds the herein before prescribed amount, or that due notice. of such call was not given, or that the interval prescribed between the successive calls had not elapsed. 83. [Directions as to the mode of giving notices or sending letters to shareholders, and of convening meetings.] Schedule A., referred to in Article 8, is in the following form : pany, subject to the regulations of the said Company. A.D. 185 ." Schedule B., referred to in Article 9, is in the following form : "Form of Transfer of Shares or of Stock. "I, A. B. of a shareholder of the corporation called The Irish Peat Company, in con sideration of the sum of of paid to me by C. D. do hereby transfer to the said C. D. share (or shares) numbered in the said cor poration called The Irish Peat Company, standing in day of |