Protection of Members. to its business, and may administer such oath accordingly: If any officer or agent refuses to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding five pounds (1) in respect of each offence. (1) A penalty not exceeding 51.]-For the manner of recovering penalties see sects. 65 and 66. 59. Result of examination how dealt with.-Upon the conclusion of the examination the inspectors shall report their opinion to the Board of Trade: Such report shall be written or printed, as the Board of Trade directs: A copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them: All expenses (1) of and incidental to any such examination as aforesaid shall be defrayed by the members upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same to be paid out of the assets of the company, which it is hereby authorized to do. (1) All expenses.]-Primarily the applicants are to be liable for all the costs of the inquiry, unless the Board of Trade should otherwise direct. But it may be presumed that the Board will exercise the power, given to them by this section, to order the costs to be paid out of the assets of the Company, in all cases in which, from the report of the inspector, it shall appear that the alleged reasons for asking the inquiry were sufficient. 60. Power of company to appoint inspectors.—Any company under this act may by special resolution appoint inspectors(1) for the purpose of examining into the affairs of the company: The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting directs; and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document hereby required to be produced to such inspectors, or to answer any Part III. Management and Administration. question, as they would have incurred if such inspector had been appointed by the Board of Trade. (1) May by special resolution appoint inspectors.]-The Board of Trade is authorised to appoint " one or more" inspectors: the Company must appoint two or more "inspectors." This is probably an error of the draftsman; but it is not the less obligatory, and as there is a doubt whether, in the absence of the usual interpretation clause, the plural implies the singular, it will be prudent to appoint two, for if the appointment be not legal, the powers given by the act could not be legally exercised, nor would the report be admissible in evidence. 61. Report of inspectors to be evidence.-A copy of the report of any inspectors appointed under this act, authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible in any legal proceeding, as evidence of the opinion of the inspectors(1) in relation to any matter contained in such report. (1) As evidence of the opinion of the inspectors.]-This does nothing more than make the written "opinion" of the inspector evidence, which otherwise would not be admissible. But it is to be received only quantum valeat. This section merely makes it evidence, but not proof. It will be for the court or the jury to give such weight to it as they may deem it to deserve, always remembering that it is only an opinion, and that the opponent is deprived of the power to test its worth by cross-examination. It should be observed, also, that the facts, figures, or statements of the report are not admissible, only the opinions of the inspector. Notices. 62. Service of notices on company.-Any summons, notice, order, or other document required to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter addressed to the company, at their registered office. 63. Rules as to notices by letter.-Any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery within the period (if any) Notices. prescribed for the service thereof; and in proving service of such document it shall be sufficient to prove(1) that such document was properly directed, and that it was put as a prepaid letter into the post office. (1) It shall be sufficient to prove.]-This explicit provision removes the various questions that have arisen on the service of notices by post in the registration of electors. 64. Authentication of notices of company.-Any summons, notice, order, or proceeding requiring authentication by the company, may be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print. Legal Proceedings. 65. Recovery of penalties.-All offences under this act made punishable by any penalty may be prosecuted summarily before two or more justices, as to England, in manner directed by an act passed in the session holden in the eleventh and twelfth years of the reign of Her Majesty Queen Victoria, chapter forty-three, intituled An Act to facilitate the Performance of the Duties of Justices of the Peace out of Sessions within England and Wales with respect to summary Convictions and Orders, or any act amending the same; and as to Scotland, before two or more justices or the sheriff of the county, in manner directed by the act passed in the session of Parliament holden in the seventeenth and eighteenth years of the reign of Her Majesty Queen Victoria, chapter one hundred and four, intituled An Act to amend and consolidate the Acts relating to Merchant Shipping, or any act amending the same, as regards offences in Scotland against that act, not being offences by that act described as felonies or misdemeanors; and as to Ireland, in manner directed by the act passed in the session holden in the fourteenth and fifteenth years of the reign of Her Majesty Queen Victoria, chapter ninety-three, intituled An Act to consolidate and amend the Acts regulating the Proceedings of Petty Sessions and the Duties of Justices of the Peace out of Quarter Sessions in Ireland, any act amending the same. 66. Application of penalties.-The justices or sheriff imposing any Part III. Management and Administration. penalty under this act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings,(1) or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of Her Majesty's Exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the Consolidated Fund of the United Kingdom. (1) Towards payment of the costs of the proceedings.]— An excellent provision, which might be extended with advantage to all penalties imposed by justices. 67. Evidence of proceedings at meetings.--Every company under this act shall cause minutes of all resolutions and proceedings of general meetings of the company, and of the directors or managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the purpose; and any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings; and until the contrary is proved, every general meeting of the company or meeting of directors or managers in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had, and all appointments of directors, managers, or liquidators shall be deemed to be valid, and all acts done by such directors, managers, or liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualificatious. - In the case of 68. Jurisdiction of vice-warden of Stannaries. companies under this act, and engaged in working mines within and subject to the jurisdiction of the Stannaries, the Court of the vicewarden of the Stannaries shall have and exercise the like jurisdiction and powers, as well on the common law as on the equity side thereof, which it now possesses by custom, usage, or statute in the case of unincorporated companies, but only so far as such jurisdiction or powers are consistent with the provisions of this act and with the constitution of companies as prescribed or required by this act; and for the purpose Legal Proceedings. of giving fuller effect to such jurisdiction in all actions, suits, or legal proceedings instituted in the said court, in causes or matters whereof the court has cognizance, all process issuing out of the same, and all orders, rules, demands, notices, warrants, and summonses required or authorized by the practice of the court to be served on any company, whether registered or not registered, or any member or contributory thereof, or any officer, agent, director, manager, or servant thereof, may be served in any part of England without any special order of the vicewarden for that purpose, or by such special order may be served in any part of the United Kingdom of Great Britain and Ireland, or in the adjacent islands, parcel of the dominions of the Crown, on such terms and conditions as the court shall think fit; and all decrees, orders, and judgments of the said court made or pronounced in such causes or matters may be enforced in the same manner in which decrees, orders, and judgments of the court may now by law be enforced, whether within or beyond the local limits of the Stannaries; and the seal of the said court, and the signature of the registrar thereof, shall be judicially noticed by all other courts and judges in England, and shall require no other proof than the production thereof: The registrar of the said court, or the assistant registrar, in making sales under any decree or order of the court shall be entitled to the same privilege of selling by auction or competition without a licence, and without being liable to duty, as a judge of the Court of Chancery is entitled to in pursuance of the acts in that behalf.. 69. Provision as to costs in actions brought by certain limited companies. Where a limited company is plaintiff or pursuer in any action, suit, or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by any credible testimony that there is reason to believe that if the defendant be successful in his defence the assets of the company will be insufficient to pay his costs,(1) require sufficient security to be given for such costs, and may stay all proceedings until such security is given. (1) The assets of the Company will be insufficient to pay his costs.]-How will it be possible to obtain "credible testimony to a fact which it is impossible to ascertain in the absence of the only sure test, the balance sheet. Until the law compels all Companies to produce their balance sheets, |