Certain companies to publish state in schedule. (a) The mode of recovering penalties is prescribed by the 65th section, post, p. 70. (b) See s. 32, ante, p. 37. 44. Every limited banking company and every insurance company, and deposit, provident or benefit ment entered society under this act shall, before it commences business, and also on the first Monday in February and the first Monday in August in every year during which it carries on business, make a statement in the form marked D. in the first schedule hereto (c), or as near thereto as circumstances will admit, and a copy of such statement shall be put up in a conspicuous place in the registered office of the comand in pany, every branch office or place where the business of the company is carried on, and if default is made in compliance with the provisions of this section the company shall be liable to a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty. List of directors to be sent to registrar. Penalty on company not keeping register of directors. Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above-mentioned statement on payment of a sum not exceeding sixpence. (c) See post. 45. Every company under this act, and not having a capital divided into shares, shall keep at its registered office a register containing the names and addresses and the occupations of its directors or managers, and shall send to the registrar of joint stock companies a copy of such register, and shall from time to time notify to the registrar any change that takes place in such directors or managers. 46. If any company under this act, and not having a capital divided into shares, makes default in keeping a register of its directors or managers, or in sending a copy of such register to the registrar in compliance with the foregoing rules, or in notify ing to the registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully anthorize or permit such default shall incur the like penalty (d). (d) The mode of recovering penalties is prescribed by the 65th section, post. bills of 47. A promissory note or bill of exchange shall Promissory be deemed to have been made, accepted or indorsed notes and on behalf of any company under this act, if made, exchange. accepted or indorsed in the name of the company (a) by any person acting under the authority of the company (b), or if made, accepted or indorsed by or on behalf or on account of the company, by any person acting under the authority of the company. (a) The following promissory note was signed by three per- Cases as to sons describing themselves as "directors" of a company, in- bills, &c. corporated with limited liability under the 19 & 20 Vict. c. 47, and was countersigned by G., who described himself as secretary of the company:-"London, December 31, 1856. Three months after date we jointly promise to pay S. or order 6001. for value received in stock on account of the London and Birmingham Hardware Company, Limited:" it was held, in the Exchequer Chamber (affirming the judgment of the Exchequer, 2 H. & N. 293; 3 Jur. N. S. 619) that the directors who signed it were not personally liable upon the note, dubitantibus Crompton, J. and Willes, J. Lindus v. Melrose, 3 H. & N. 177; 4 Jur. N. S. 488; 27 L. J., Exch. 326; Exch. Cham. An action was brought on a bill drawn upon a company and accepted by the secretary, who was described "secretary to the said company," who had authority to accept bills for the company, which was duly registered under the 19 & 20 Vict. c. 47, with limited liability: it was held, that the acceptance of the company was a signing of the bill within sect. 31, and therefore, that the secretary was liable under that section by reason of the word "limited" having been omitted in the name of the company. Penrose v. Martyn, 5 Jur. N. S. 362; 28 L. J., Q. B. 28; El., Bl. & El. 499. A bill of exchange drawn on behalf of a company, though in the form prescribed in the 7 & 8 Vict. c. 110, did not bind the company, and was not available in the hands even of Prohibition against carrying on business with less a bonâ fide holder, if the bill was drawn for any purpose not within the scope of the business of the company, and not such as the directors had power by the deed of settlement to bind the company by bills in respect of. Balfour v. Ernest, 5 C. B., N. S. 601; 5 Jur. N. S. 439; 28 L. J., C. P. 170; 7 W. R. 207. All persons dealing with such a company are taken to be affected with knowledge of its deed of settlement. Ib. A bill drawn on a company (limited) by a shareholder in that company was accepted "W. E., secretary, by order of the Royal Surrey Gardens Company (Limited)." This acceptance was in fact written by the order of certain directors of the company. At the time when the bill became due the company was insolvent. In an action by a second indorsee of the bill (who did not show that either he or the first indorsee had given value to the drawer) against the directors who authorized the acceptance, alleging in one count that they accepted the bill, and in another charging them with falsely representing that they had authority on behalf of the company to accept it: it was held, first, that the directors were not liable as acceptors, and that assuming there had been a false representation, the plaintiff not having proved that he thereby sustained damage, the defendants were entitled to a verdict. Eastwood v. Bain, 3 H. & N. 738; 28 L. J., Exch. 74; 7 W. R. 90. The allegation of the indorsement of a bill in an action by indorsee against the acceptor does not necessarily mean such an indorsement as will give a right of action against the indorsee, but only such an indorsement as gives the plaintiff a title to the bill. Smith v. Johnson, 3 H. & N. 222; 27 L. J., Exch. 363. Where, therefore, the drawers of a bill of exchange indorsed it to a registered company, and the officer of the company delivered the bill to the plaintiff for value, bearing the indorsement of two directors of the company, "per procuration:" it was held, in an action by the plaintiff against the acceptor, that whether or not the indorsement was such as to give a right of action by the plaintiff against the company, there was such an indorsement as entitled the plaintiff to a verdict on a traverse of the allegation of the indorsement of the bill by the company to the plaintiff. Ib. (b) Thus far this section corresponds with 19 & 20 Vict. c. 47, s. 43. 48. If any company under this act carries on business when the number of its members is less than seven for a period of six months after the number has been so reduced, every person who is a members (c). member of such company during the time that it than seven so carries on business after such period of six months, [and is cognizant of the fact that it is so carrying on business with fewer than seven members], shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same, without the joinder in the action or suit of any other member. (c) This section is the same as the 39th section, 19 & 20 Vict. c. 47, with the exception of the words in brackets. By sect. 79, post, a company may be wound up whenever the members are reduced in number to less than seven. Provisions for Protection of Members. meeting of 49. A general meeting of every company under General this act shall be held once at the least in year (d). every company. (d) See 19 & 20 Vict. c. 47, ss. 32, 26, and post, s. 79, as to the effect of suspending business for a year. 50. Subject to the provisions of this act, and to the conditions contained in the memorandum of association, any company formed under this act may, in general meeting, from time to time, by passing a special resolution in manner hereinafter mentioned, alter all or any of the regulations of the company contained in the articles of association or in the table marked A. in the first schedule, where such table is applicable to the company, or make new regulations to the exclusion of or in addition to all or any of the regulations of the company; and any regulations so made by special resolution shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or modified by any subsequent special resolution. (e) See 19 & 20 Vict. c. 47, s. 33. 51. A resolution passed by a company under this Definition of act shall be deemed to be special whenever a reso- special resolution has been passed by a majority of not less lution (a). Stamp duties on instruments of proxies herein named repealed, and new duties than three-fourths of such members of the company for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy (b) (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, nor more than one month from the date of the meeting at which such resolution was first passed: at any meeting mentioned in this section, unless a poll (c) is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company: in computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company. (a) This section differs from the 34th section, 19 & 20 Vict. c. 47. (b) The form of an instrument appointing a proxy is prescribed in Table (A.) pl. 51, post. After 29 July, 1856, in lieu of the stamp duties then payable on the several instruments of proxy thereinafter described, there shall be charged and paid the duties following, (that is to say), for and in respect of every letter or power of attorney and every commission, factory, mandate or other instrument in the nature thereof made for the sole purpose of appointing or nominating a proxy to vote at any meeting within any part lieu thereof. of the United Kingdom of the proprietors or shareholders of or in any joint stock company or other company or society granted in |