Borough constables elected under the act are disqualified from voting in the election of persons to municipal offices, or for member of parliament, by 19 & 20 V. c. 69, s. 9. Penalty £10, or for attempting to influence an elector.

By 5 & 6 V. c. 104, no member of council can vote or take part in the discussion of any matter before the council, in which he or his partner has any particular interest; but not disqualified by having an interest in lease of lands.

The 6 & 7 V. c. 89, enacts that no election of mayor, alderman, or councillor can be called in question for defect of title, unless by quo warranto within twelve months from the election.

The 12 & 13 V. c. 82, relieves municipal boroughs, in specified cases, from contributions to certain descriptions of county expenditure. The 14 & 15 V. c. 39, provides that burgesses and freemen whose franchises were reserved under the Reform Act, shall not be affected by the change in rating small tenements under 13 & 14 V. e. 99. And where owner is rated under 59 G. 3, c. 12, the occupier is, by 21 & 22 V. c. 43, entitled to same municipal privileges under 5 & 6 W. 4, c. 76, as if rated instead of owner (p. 139).

The acts applying to corporations, specified in the schedule of 5 & 6 W. 4, c. 76, are extended by 16 & 17 V. c. 79, to corporations erected subsequent to the passing of that act. By s. 5, boroughs appointing inspectors of weights and measures are not to be liable to contribute to the county rate in respect of weights and measures. By s. 6, town councillors are no longer exempted or disqualified from serving on the grand jury or the quarter sessions for the borough, so far as respects borough not containing 12,000 inhabitants according to the last census. The mayor of every city, borough, or town corporate, may appoint for deputy an alderman er councillor to act for him during illness or absence, s. 7.

By 20 & 21 V. c. 50, the trustees for paving, lighting, &c., under the 5 & 6 W. 4, c. 76, in any borough named in the schedules of that act, or to which a charter of incorporation has since been granted, may at a meeting called for the purpose, transfer all powers, property, and liabilities to the body corporate of such boroughs. Act not to extend to Cambridge without consent of the chancellor, masters, and scholars of the university But no transfer is to be made in any borough without a resolution of the borough council, 8. 3. By s. 5, all duties imposed on clerks of cities and boroughs by 3 G. 4, c. 45, to be performed by clerks of the peace. In boroughs consisting of more than one parish, in case the burgess roll for any parish be not made out for any year, previous burgess roll to continue in force for such year.

The law relating to elections and the divisions of boroughs into wards, was amended in 1859, by 22 V. c. 34. By s. 1, on petition to her Majesty by two-thirds in number of the council of any borough, it may be divided into wards, or the number and boundaries of boroughs already so divided may be altered. Notice

of petition to be given in the Gazette. Barristers to be appointed by a judge of assize, to set out boundaries, and to be remunerated at the rate of five guineas per day above travelling expenses, payable out of the borough fund, s. 1. S. 8 provides for the choice of councillors, if the number nominated equals, exceeds, or is less than, the number required to be elected. Personating a voter, or returning false answers to questions at elections, subject to three months' imprisonment with or without hard labour. Bribery at elections disqualifies a burgess for voting for six years, or holding any municipal office, and bribery is defined to be the same in municipal as parliamentary elections, s. 12. Appeal allowed to quarter sessions if commenced within six calendar months.

By 23 V. c. 16, the Treasury, in approving mortgages by municipal corporations, may require money borrowed to be repaid within a limited time by instalments, or by a sinking fund, or by both. Treasury may, when it authorizes the sale of land, direct the investment of proceeds. Misappropriation of moneys contrary to the provisions of 20 & 21 V. c. 54, a misdemeanor. By s. 7, councils of cities or boroughs may acquire lands with consent of the Treasury. Answers of Treasury to applications of corporations to be published on the outer door of the town hall, or in some conspicuous place, within the borough.

By 24 & 25 V. c. 75, the mayor is to have precedence over all justices acting in and for the borough, and to take the chair at meetings of justices; but not to have precedence over justices of the county, unless acting in the business of the borough, nor over any stipendiary magistrate administering justice. Mayors of Oxford and Cambridge not to precede the vice-chancellors of the universities, s. 2. Justices of a borough deemed to be resident if occupiers of any house, shop, or warehouse within the same, s. 3. Boroughs having a separate commission of the peace, to be deemed towns corporate for the purpose of licensing inns, ale-houses, and victualling houses. S. 5 prohibits the justices of boroughs from appointing as their clerk any alderman or councillor, or the clerk of the peace of the borough, or of any county. Provisions of 22 & 23 V. c. 56, as to appointment of inspectors of weights and measures, extended to all boroughs having a separate commission of the peace, s. 6.

The 32 & 33 V. c. 55 shortens to one year the term of residence and occupation required as a qualification for the exercise of the municipal franchise, with amendments for other purposes. By s. 3, a councillor or alderman may reside within fifteen miles of the borough. A proprietor of shares in companies not to be deemed a contractor, or be disqualified from election to municipal offices by reason of such holding.

CHAPTER VI.

Joint-Stock Companies.

THE subject of this chapter is important from its commercial bearings, and the numerous companies connected with railways, and other public works and speculative enterprises. Its legal import will be best comprehended by first defining the attributes of a joint-stock company, and its relations to a common partnership; and next, by considering the duties imposed upon joint-stock companies, and the regulations to which they have been subjected by late acts of parliament for the incorporation and regulation of joint-stock associations.

Generally a joint-stock company may be defined to be an association trading upon a joint stock, divided into transferable shares, each member sharing in the common profit or loss, in proportion to his shares in the joint stock.

Joint-stock companies, established by one or more of these means, namely, by charter, act of parliament, or registration, differ in several respects from private partnerships.

First, in a private partnership, no partner, without the consent of the firm, can transfer his share to another person, or introduce a new member into the partnership. Each member, however, may, upon proper warning, withdraw from the firm, and demand payment from them of his common stock. In a joint-stock company, on the contrary, no member can demand payment of his share from the company; but each member can, without their consent, transfer his share to another person, and thereby introduce a new member.

Secondly, in a private partnership, each partner is bound for the debts contracted by the partnership to the whole extent of his property. In a joint-stock company, on the contrary, each partner is bound only to the extent of his share, unless a general liability is created by the charter or act of incorporation.

Lastly, the business of a joint-stock company is mostly managed by a board of directors, subject, in many respects, to the control of a general court of proprietors. The Bank of England, the Royal Assurance, and the late East India Company, are examples of such joint-stock associations.

The laws respecting companies not established under the JointStock Companies Acts, but only associated by mutual agreement, declared by a deed of trust and arrangement, are generally the same as in common partnerships. In these associations each subscriber is a partner, liable for all the contracts of the company. But the articles of agreement and mode of managing unincorporated companies are usually different from common partnerships. The capital is generally divided into shares, whereof each party

may hold one or more, but restricted to a certain number. Any partner can transfer his share, under certain limitations; but no partner can act personally in the affairs of the company, the general management being entrusted to officers, for whom the whole company are responsible. But unincorporated companies or partnerships in trade or business for gain, if more than twenty persons, are required to be registered as a company.

By obtaining a charter, a company acquire the right to purchase lands, to make by-laws, to have a common seal, to sue and be sued in a corporate capacity, and exercise other privileges of a corporation. Sometimes a charter is procured to limit the risk of the partners; and if any exclusive privilege is desired, which a charter cannot grant, an act of parliament is necessary.

If a company be incorporated, its powers and franchises, and the liability of individual members, are prescribed by the statute or charter of incorporation, or the regulations of the Joint-Stock Acts.

If a company be not incorporated, it stands, as before remarked, on a footing of common partnership; the articles of agreement may limit the powers of the members towards each other, but not their responsibility against the claims of a third party. Each member is liable for the whole amount of the company's debts, bound for their payment, and responsible, as such, to the bankrupt laws as a trader. In short, in every particular, except in the transferring of his interest in the joint stock to a stranger, a member of an unincorporated company is surrounded with the same rights and responsibilities as he would be in an ordinary partnership.

Another point in respect of unincorporated share companies it is material to impress. A person, by becoming a subscriber to such companies, is legally disqualified to recover for work done on account of such associations, nor can he recover on any bill or note accepted by the director or secretaries of such associations; the acceptance of shares renders him a partner in the undertaking, and consequently cuts off his right of action against the firm into which he has entered.

The powers sometimes exercised by unincorporated and even unregistered companies of advertising for subscriptions and creating transferable shares, were always illegal at common law, and still continue so, subjecting the parties engaged in them, in addition to the ordinary liabilities of partnership and the penalties of the statute, to be indicted for nuisances, in pretending to act as corporations. But the legislature, with a view of facilitating laudable undertakings by joint stock, has vested in the crown powers by which the necessity of an act of parliament in certain cases may be obviated. By 1 V. c. 73, the queen is empowered to grant, by letters patent, to persons associated for trading and other purposes, many of the privileges of a charter of incorporation, by limiting the liability of the patentees, and enabling their secretary or other

officer to prosecute or defend in the name of the association; they may even sue one of their own members. Letters patent under the statute are equivalent to a private act, except when compulsory powers to take land, &c., are requisite.

It not unfrequently happens that in joint-stock adventures delusive prospects of gain are held forth to induce parties to join in such associations. But when persons have been led by the untrue or deceptive statements of a prospectus to become holders of shares in a company, the court of Chancery will annul a contract founded on such misleading. This was the decision of the lords justices in the case of Kisch v. The Central Railway Company of Venezuela. Lord Justice Turner said, that in considering such a document as a prospectus of a company, allowance must be made for some latitude of statement. It was, unfortunately, so universally known and understood that the prospectus of a company never, in fact, contained a strictly accurate account of its advantages, that the validity of bargains founded upon such instruments could not properly be tried by as strict a test as might be applied in other cases. It was not because a prospectus contained exaggerated views of the advantages of the company to which it related, or that it contained some casual or trifling errors or inaccuracies, that the court would be justified in setting aside a bargain founded upon it. On the other hand, the court expected and required that where a contract was founded upon statements made by one of the parties to it, those statements should be fair, honest, and bona fide.

II. JOINT-STOCK COMPANIES ACTS OF 1856-7-8.

The act of 1856, the 19 & 20 V. c. 47, repealed former acts, and as amended by the acts of 1857 and 1858, continued the principal regulating statute till the passing of the Companies Act of 1862. Reserving a notice of the 25 & 26 V. c. 89, for a subsequent section, it may be useful, by showing the progress in recent years of joint-stock legislation, to notice some of the leading provisions of the acts prior to that of 1862.

S. 3 of the act of 1856, and, as amended by the acts of 1857-8, is the principal regulating statute of joint-stock trading companies for the purpose of gain. The several acts are to be construed together, and the present state of the law will perhaps be most intelligible by stating in succession the substance of the material clauses unrepealed of each act, commencing with the first or principal act of 1856.

Any seven or more persons, associated for any lawful purpose, may, by subscribing their names to a memorandum of association, and complying with the provisions in respect of registration, form themselves into an incorporated company, with or without limited liability. The memorandum to contain the name of the proposed company, the place where registered, whether limited or unlimited;