The Law of Joint Stock Companies

that table, and is complete in itself. It is presumed that the insertion of these forms, which appear to be skilfully drawn, will render this work more generally useful by affording useful hints for framing instruments of a similar nature.

In many cases the most advisable course to be pursued in framing articles of association will be, not to adopt Table (A.) either wholly or partially by reference, but to frame an entire code for the government of the company. The articles so framed may embody or modify such of the regulations in Table (A.) as will suit the particular case.

The advantage and convenience of having a legal instrument complete in itself, instead of having to refer to portions of other forms, is obvious. It was observed by Mr. Brodie, the eminent Conveyancer,-" In common sense every instrument should be perfect in itself, and should not have its construction dependent upon another instrument."

It is scarcely necessary to observe that great care is required in preparing the articles of association for the government of the company, as every violation of them is illegal and will render the directors or officers of the company personally liable for a breach of the regulations contained in them.

It should also be borne in mind that the articles when registered bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were a covenant on the part of himself, his heirs, executors and administrators, to conform to all the regula

tions contained in such articles, subject to the provisions of the Companies Act, 1862. See sect. 16, post, p. 22.

The regulations when registered can only be altered by a special resolution to be passed by a majority of not less than three-fourths of the members of the company for the time being entitled, according to the regulations of the company, to vote as in the act is mentioned. See sects. 50, 51, post, pp. 53, 54.

The intimate connection of the subject-matter of parts of this Work with the Author's previous works on the Law of Railways and Bankruptcy has facilitated the compilation of portions of this Work, although it does not extend to companies formed under the Companies Clauses Consolidation Act, 1845, or by special Act of Parliament.

The last subject is reserved for a new Edition of the Author's Work on the Law of Railways.

The notes of the reported Cases on the Law of Joint Stock Companies which are still applicable to past transactions, or which may assist in construing the new Act, are brought down to the present time. The Author entertains a confident hope that this Work, on account of the importance of the subject and of the time and labour bestowed upon it, will be as favourably received by the profession and by the public as many of his former publications.

3, BRICK COURT, TEMPLE.

12th March, 1863.