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Stamp duties

on instruments of proxies herein named repealed, and new duties granted in

than three-fourths of such members of the company
for the time being entitled, according to the regu-
lations 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 en-
titled, 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 resolu-
tion 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, when-
ever 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 num-
ber 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 pre-
scribed 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

whose stock or funds are divided into shares and transferable or made for the purpose of appointing, nominating or authorizing any person to vote as a proxy, commissioner, mandatory or otherwise, at any parish meeting of heritors or proprietors of real or heritable property in Scotland, the stamp duty of sixpence. 19 & 20 Vict. c. 81, s. 1. The 6th section of the act 7 Vict. c. 21, and other stamp acts, are applied to the duties granted by 19 & 20 Vict. c. 81, s. 2 of that act.

The commissioners of inland revenue are prohibited from stamping any instrument appointing a proxy, and a penalty of 501. is imposed on any person making or signing such instrument, or on any person voting as a proxy under such instrument not duly stamped, and every vote or other act done under any such instrument not duly stamped is absolutely void. 7 & 8 Vict. c. 21, s. 7.

The 7 & 8 Vict. c. 21, refers only to powers of attorney whereby proxies are appointed to vote at one particular meeting of a joint stock company, or any adjournment thereof, and not to mere general powers of attorney which remain subject to the stamp duty of 30s. imposed by the 55 Geo. 3, c. 184. Trinity House, Hull v. Beadle, 13 Q. B. 175; 13 Jur. 557; 18 L. J., Q. B. 78.


In lieu of the stamp duty of 17. 10s. payable in respect of Stamp duty any letter or power of attorney or commission, factory, man- on certain date or other instrument in the nature thereof, made for the reduced. sole purpose of appointing, nominating or authorizing any person to vote as a proxy, commissioner, mandatory or otherwise at any one meeting of the proprietors, members or contributors to the funds of any institution established for the purposes of education or charity, or of other persons having the direction or control of the affairs of the institution, the time of holding whereof shall be specified in such instrument, or at any adjournment of such meeting, the stamp duty of sixpence. 24 & 25 Vict. c. 91, s. 26.

The stamp duty of sixpence granted by this act and any Adhesive former act upon a letter or power of attorney, commission, stamps may factory, mandate or other instrument in the nature thereof, be used for proxies. may be denoted by an adhesive stamp to be provided by the commissioners of inland revenue and affixed to the instrument and cancelled by the person signing the instrument by writing his name or the initials thereof upon or across the stamp, together with the date of the day of the meeting for voting at which the instrument is made; but nothing herein contained shall relieve any person from the penalty incurred by making or signing any such instrument on paper not duly stamped, or by voting or attempting to vote under the authority thereof, unless there shall be affixed thereto and cancelled as aforesaid the proper adhesive stamp. Ib. s. 27.

(c) See Table A. post, pl. 42, 43.

The right to demand a poll is a necessary incident or con- Poll.

Provision where no regulations as to meetings (a).

Registry of special resolutions.

sequence to the mode of election by show of hands wherever it is not excluded by special custom. Campbell v. Maund, 5 Ad. & Ell. 879, per Tindal, C. J. All persons qualified to vote, whether present or not at the show of hands, have a right to be admitted to the meeting during such poll, although the members present at the time of the poll being granted resolve that it shall be confined to those present. The exclusion of a person qualified to vote appears to be sufficient ground for impeaching an election. Reg. v. Rector of Lambeth, 8 Ad. & Ell. 356; see Reg. v. D'Oyly, 12 Ad. & Ell. 139; Reg. v. St. Pancras, 11 Ad. & Ell. 15.

The result of a poll when claimed is the legal termination of a meeting. The right to a poll is a common-law right, which is not taken away by mere general words of a statute. White v. Steele, 8 Jur. N. S. 1177.

In order to prove that land was sold by a railway company, it is not sufficient to prove by an auctioneer that he received directions for the sale from one of the directors, and that he received the conditions of sale from the solicitor of the company, by whom he had been employed in former sales by the company, who attended the sale. Some evidence ought to be given to show that the director or the solicitor was authorized by the company to offer the particular land for sale; Moody v. London, Brighton and South Coast Railway Company, 31 L. J., Q. B. 54.

52. In default of any regulations as to voting every member shall have one vote, and in default of any regulations as to summoning general meetings a meeting shall be held to be duly summoned of which seven days' notice in writing has been served on every member in manner in which notices are required to be served by the table marked A. in the first schedule hereto, and in default of any regulations as to the persons to summon meetings five members shall be competent to summon the same, and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

(a) This is a new provision.

53. A copy of any special resolution(a) that is passed by any company under this act shall be printed and forwarded to the registrar of joint stock companies, and be recorded by him: if such copy is not so

forwarded within fifteen days from the date of the confirmation of the resolution, the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

(a) The 35th section, 19 & 20 Vict. c. 47, did not require the copy to be printed.

lutions (b).

54. Where articles of association have been Copies of registered, a copy of every special resolution for Pe the time being in force shall be annexed to or embodied in every copy of the articles of association that may be issued after the passing of such resolution: where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same on payment of one shilling, or such less sum as the company may direct: and if any company makes default in complying with the provisions of this section it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

(b) See 19 & 20 Vict. c. 47, s. 36.

of deeds

55. Any company under this act may, by instru- Execution ment in writing under its common seal, empower abroad (c). any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the company and under his seal, shall be binding on the company, and have the same effect as if it were under the common seal of the company (d).

(c) This is nearly the same as the 42nd section, 19 & 20 Vict. c. 47.

Rule, that corporation cannot bind their pro

under com

mon seal.

(d) The stat. 19 & 20 Vict. c. 47, s. 41, contained provisions regulating the mode of making contracts on behalf of companies, which are not contained in this act. See also 8 & 9 Vict. c. 16, s. 97. Experience has proved the necessity of drawing up and executing agreements with public companies in a legal, solemn and binding form, and of not relying upon good faith and common honesty. Leominster Canal Navigation Company v. Shrewsbury and Hereford Railway Company, 3 Kay & J. 654.

The general rule is, that a corporation can neither take nor grant but by its proper name of incorporation, though every minute variation in the name will not avoid a grant. Kyd on perty except Corp. 234, 237; Mayor of Carlisle v. Blamire, 8 East, 487, 492; Com. Dig. Capacity, B 5; Croydon Hospital v. Farley, 2 Marsh, 174; 6 Taunt. 467; Shelford on Mortmain and Charities, 516 n. (u), 676. In dealing with incorporated companies, it is important to bear in mind the general rule that a corporation can neither dispose of nor bind any corporate property, except by deed under their common seal. Bro. Corp. 34, 50, 51; 1 P. Wms. 656; 3 Atk. 475; Bac. Abr. Corporations (E); 3 Com. Dig. Franchise, F. 12, 13. An exception to this rule has arisen in modern times, since corporations have been established by acts of parliament for the purpose of carrying on trading speculations; and where the nature of their constitution has been such as to render the drawing of bills, or the constant making of any particular sort of contracts necessary for the purposes of the corporation, in such cases the courts have implied in those who are, according to the provisions of the act of parliament, carrying on the corporation concerns, an authority to do those acts without which the corporation could not subsist. See 6 Mee. & W. 821; 6 Ad. & E. 829, 846.

The general rule of law is, that a corporation contracts under its common seal: as a general rule, it is only in that way that a corporation can express its will or do any act. That general rule, however, has from the earliest traceable periods been subject to exceptions, the decisions as to which furnish the principle on which they have been established, and are instances illustrating its application, but are not to be taken as so prescribing in terms the exact limit that a mere circumstantial difference is to exclude from the exception. This principle appears to be a convenience, amounting almost to necessity. Wherever to hold the rule applicable would occasion very great inconvenience, or tend to defeat the very object for which the corporation was created, the exception has prevailed; hence the retainer by parol of an inferior servant, the doing of acts very frequently recurring, or too insignificant to be worth the trouble of affixing the common seal, are established exceptions; on the same principle stands the power of accepting bills of exchange and issuing

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