Delivery of letters.

Authentication of

notices of

was properly directed, and that it was put as a prepaid letter into the post office (a).

(a) It is sufficient to show that a letter containing a notice was posted at such a time as that by the due and usual course of the post it would be delivered on the proper day; and a party sending a letter is not answerable for a blunder of the post-office. The post-office mark is not conclusive as to the time when a letter was posted. See Stocken v. Collen, 7 M. & W. 515; Smith v. Mullett, 2 Camp. 208; Hilton v. Fairclough, Ib. 633; Hawkins v. Rutt, Peake, N. P. C. 186. It seems that the delivery of a letter to a bell-man is a delivery to the post-office. Pache v. Alexander, 3 M. & Sc. 789.

64. Any summons, notice, order or proceeding requiring authentication by the company may be company (b). 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.

Recovery of

(b) This section is the same as 19 & 20 Vict. c. 47, s. 55.

Legal Proceedings.

65. All offences under this act made punishable penalties (c). 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 Session within England and Wales with respect to summary Convictions and Orders," or any act amending the same (d); 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 (e), 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," or any act amending the same (ƒ).

(c) This section is the same as sect. 56 of 19 & 20 Vict. c. 47.

It is sufficient in an indictment for stealing property of a banking company to allege the stolen property to belong to one of the partners named and others, under 7 Geo. 4, c. 64, s. 14. Reg. v. Owen Pritchard, 1 L. & C. C. C. 34; 30 L. J., M. C. 169; 7 Jur. N. S. 557.

(d) See 14 & 15 Vict. c. 93; 20 & 21 Vict. c. 43.

(e) Sects. 530-543. See 18 & 19 Vict. c. 91, and "The Merchant Shipping Act Amendment Act, 1862," 25 & 26 Vict. c. 63.

(f) See 20 & 21 Vict. c. 43.

of penal

66. The justices or sheriff imposing any penalty Application under this act may direct the whole or any part ties (a). thereof to be applied in or towards payment of the costs of the proceedings, 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 such 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.

(a) This section is the same as the 57th section, 19 & 20 Vict. c. 47.

proceedings

67. Every company under this act shall cause Evidence of minutes of all resolutions and proceeding of general at meetmeetings of the company, and of the directors or ings (b). 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

Proceedings

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 qualifications (c).

(b) This is similar to the 40th section, 19 & 20 Vict. c. 47. (c) It is stated that the above provisions cannot be altered at meetings. by any regulations to be adopted by the company. The usual mode of transacting business at a board of directors is, to take rough minutes or notes of what is done, and to make a fair copy of them in the company's books, in readiness for the next meeting, when they are to be signed by the then chairman. See Wordsworth's Joint Stock Company Law, p. 26, n., 9th ed.

It has frequently been urged that a resolution made at a meeting, the minutes of which were entered and signed after the termination of the meeting, could not, by such minutes, be proved to have been made. But this objection has always been overruled, even where the minutes of each meeting ought in strictness to have been signed at that meeting. 1 Lindley on Partn. p. 472. Where a railway act required the proceedings of all meetings to be entered in some book, and signed by the chairman of such respective meetings, the signature at a subsequent meeting, at which the minutes of the former meeting were read over and confirmed, by a person who was chairman at both meetings, was admitted to be sufficient. London and Brighton Railway Company v. Fairclough, 3 Scott, N. R. 68; 2 Man. & G. 674; 2 Railw. C. 544; West London Railway Company v. Beonant, 3 Q. B. 873; Miles v. Bough, 3 Gale & D. 119; Inglis v. Great Northern Railway Company, 1 Macq. H. L. C. 112; 16 Jur. 895; Southampton Dock Company v. Richards, and Same v. Arnott, 1 Scott, N. R. 219; 1 Man. & G. 448; Shelford on Railways, pp. 190, 191, 3rd ed.

of vice-war

68. In the case of companies under this act, and Jurisdiction engaged in working mines within and subject to den of stanthe jurisdiction of the stannaries, the court of the naries (a). vice-warden 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 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 vice-warden 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 with

E

Provision as to costs in actions

brought by mited com

certain li

panies (b).

Declaration

in action against members.

out 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.

(a) See ante, p. 3, n. (e), and post, sects. 81, 83, 108, 116, 120, 124, 125, 172.

69. 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, require sufficient security to be given for such costs, and may stay all proceedings until such security is given.

(b) See 20 & 21 Vict. c. 14, s. 24. Under that section the court would not require from a limited company security for costs at the instance of the defendant, who alleged that the company was insolvent, since the insolvency or solvency of the company can only be ascertained on the accounts being taken. Caillaud's Patent Tanning Company v. Caillaud, 5 Jur. N. S. 259; 28 L. J., Ch. 357.

70. In any action or suit brought by the company against any member to recover any call or other monies due from such member in his character of member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company, and is indebted to the company in respect of a call made or other monies due whereby an action or suit hath accrued to the company (c).

(c) See ante, sect. 16, p. 22; see Wills v. Sutherland, 4 Exch. 211; 5 Exch. 715; Wolverhampton Waterworks Company v. Hawksford, 6 C. B., N. S. 336; Welland Railway Company v. Blake, 6 H. & N. 410; 8 & 9 Vict. c. 16, s. 26; Shelford on Railways, pp. 130-138.

To an action for calls by liquidators of a joint stock company, with limited liability, which was under the process of a voluntary winding-up, a shareholder was allowed to plead a set-off. Garnet and Moseley Gold Mining Company (Limited) v. Sutton, 7 L. J., N. S. 506; see 12 & 13 Vict. c. 108, ss. 61, 104, art. 619; 21 & 22 Vict. c. 60, s. 17.