Committee may cause

Company to

Notice of not

less than One

4... If not less than Two Thirds of the Committee present at a Meeting specially summoned shall, by Writing signed by retire, after their Secretary or by Two Members of the Committee, give Notice to any Company that such Company shall cease to be a Party to the Clearing System at a Time named in such Notice, not being less than One Calendar Month from the Time of giving such Notice, such Company shall at the Time so named cease to be a Party to the Clearing System.

Month.

Each Company to

appoint a

the Committee:

5... Each Company, Party to the Clearing System, shall at all Times be entitled to be represented on the Committee by Member of One Delegate appointed by the Board of Directors of such Company from Time to Time, such Appointment to be certified in Writing by the Secretary or any Two Directors of such Company: Provided always, that, notwithstanding any Company may happen to be unrepresented by a Delegate at a Meeting, the Acts of the Committee shall be valid.

but acts of

Committee

valid, altho' & Company

be unrepre

sented. Meetings of

the Committee, quarterly:

meetings on

notice;

Time and place of meeting;

6... The Committee shall meet at One of the Clock in the Afternoon of the Second Wednesday in the Months of March, June, September, and December in every Year, or so soon thereafter as a Quorum shall be assembled, and at any other and special Times whereof the Secretary shall, at the written Request of the Chairman for the Time being, or any Two Members of the Committee, give at least Ten Days Notice in Writing to every Company, Party to the Clearing System, or the Secretary of every such Company; and every such Meeting may be adjourned from Time to Time, and from Place to Place, as the Committee shall think proper; and Meetings and adjourned Meetings of the Committee shall be held at the said Building in Seymour Street, except when the Committee shall have appointed some other Place, and then at such other Place; and in order to constitute a Meeting of the Committee there shall Majority of be present at least Ten Members; and, except where otherwise provided, all Questions at every Meeting shall be determined by the Majority of Votes of the Committee present; casting vote and in case of an equal Division of Votes, the Chairman of the to Chairman; Meeting shall have a casting Vote, in addition to his Vote as One of the Committee; and Notice of the Business to be business to brought before any Meeting shall, at least Six Days before the Day of such Meeting, be given to every Company, Party to the Clearing System, or the Secretary of every such Company.

Quorum, ten;

Votes pre

sent, bind

ing;

Notice of

bo considered.

of Chairman;

March:

Chairman.

office of Chairman.

7... Until the First Meeting of the Committee which shall Appointment be held after the passing of this Act, the said George Carr Glyn, or other the Chairman of the Committee for the Time being, shall continue in Office; and at the First Meeting of the Committee which shall be held after the passing of this Act, and in the Month of March in each succeeding Year, the annually in Committee present at the Meeting shall, if they think fit, either continue in Office the Chairman for the Time being, or choose another Chairman; and a General Meeting of the Removal of Committee specially summoned shall have Power to remove any Chairman; and if any Chairman shall die, or resign, or Vacancy in be removed, the Committee shall have Power, as soon as may be, to choose some other Person to fill the Vacancy thereby occasioned; but every Chairman elected to supply a Vacancy other than at a General Meeting in the Month of March in any Year shall continue in Office so long only as the Person in whose Place he shall be so elected would have been entitled to continue if such Death, Resignation, or Removal had not happened: Provided always, that it shall not be necessary Chairman that the Person chosen as Chairman be a Delegate of any of sarily a Dele the Companies Parties to the Clearing System; but in case he gate of assoshail not be a Delegate he shall not be entitled to vote on any panies; votQuestion, unless in the Case of an Equality of Votes, when he ing in such shall be entitled to give the Casting Vote.

not neces

ciated Com

case.

Chairman,

8... If at any Meeting of the Committee the Chairman shall In absence of not be present, the Committee present shall choose One of Committee their Members to be Chairman of such Meeting.

to elect.

ment of

9... The said Kenneth Morison shall be the Secretary to the AppointCommittee until he die, or resign, or be removed; and Secretary: the Committee shall have the Power to remove him and all and Refuture Secretaries; and in the event of the Resignation, moval. or Death, or such Removal as aforesaid of any Secretary, the Committee shall appoint a Secretary to the Committee.

ment of

10... The Committee may from Time to Time appoint a AppointTreasurer, and remove such Treasurer from his Appointment, Treasurer: and prescribe and alter the Duties of the Office of Treasurer, Duties; and take from the Treasurer such Security as they shall think Security. fit, which Security may be taken in the Name or Names of such Person or Persons as the Committee approve of.

received by

11... Any Money which shall be received by the Committee Monies shall be held by the Committee as Trustees for the Company Committee:

Trust and liability.

Accounts,

how to be settled;

in case of dispute, Balances ascertained

and declared

by the Committee, final

and a Debt.

Expenses to be paid out

of the Funds of the Clear ing System.

Committee

Balances or

Sums due.

or Companies to whom the Committee shall decide such Money to be payable; but no Member of the said Committee shall be answerable for any such Money as may be lost or withheld by reason of the Misconduct, Default, or Insolvency of the Treasurer, or of any Banker or Agent in whose Hands the same may be, or by reason of any Cause other than the personal Misconduct of such Member.

12...The Accounts of the Clearing System, and the Balances due to and from the several Companies, Parties thereto, shall be settled and adjusted by the Secretary of the Committee for the Time being; which Secretary shall also settle and determine the Amount to be from Time to Time contributed to the Funds of the Clearing System by the Companies Parties thereto; and in case of any Difference respecting such Accounts, the Decision of the Committee to the Effect that any Balance or Sum is payable by any Company then or theretofore Party to the Clearing System, shall be final and conclusive; and such Sum or Balance shall be a Debt due to the said Committee.

13... The Committee shall, out of the Funds of the Clearing System, pay all the Expenses of the Clearing System, and all Costs, Charges, Damages, and Expenses which the Members of the Committee, or any or either of them, shall as such Members or Member, or which the Secretary as nominal Plaintiff or Defendant, or other Party, on behalf of the Committee, bear, sustain, or be put to; and the Members of the Committee and Secretary shall be completely indemnified and saved harmless out of the Funds of the Clearing System, and by the Companies Parties to the Clearing System, of, from, and against all Action and Actions, Suit and Suits, Proceeding and Proceedings, of any Sort, Costs, Charges, Damages, and Expenses, to which they or any or either of them may in any way be subjected, as Members or Member of the Committee, by reason of anything which they or he may bond fide do or omit to do, whether such Deed or Omission be within their Powers or not.

14...The Committee may, by Action of Debt in the Name may sue for of their Secretary, recover from any Company any Balance or Sum which such Committee shall decide to be payable by such Company, whether to any other Company or on account of the Clearing System, and whether such Company be still at

the Time of such Decision or has then ceased to be a Party to the Clearing System, and whether such Sum or Balance shall or shall not have been previously ascertained by the Secretary to be payable.

Action for

15...The Declaration for the Recovery of such Sum or Form of Balance may be in the Form or to the Effect of the Form given the Recovery in the Schedule (A.) to this Act annexed; and the Directions of such contained in the said Schedule for the Use of the same shall Sums. be taken as Part of this Act.

Balances or

16...If the Defendants in such Action shall plead that they Evidence. never were indebted, then, on Proof that the Committee decided the Sum in question to be payable by the Defendants, and that the Defendants were either at the Time of such Decision or at some previous Time a Party to the Clearing System, and in the latter Case upon further Proof that such Sum was decided to be payable in respect of some Transactions, Matters, or Expenses which happened or were sustained whilst the Defendants were Parties to the Clearing System, the Plaintiff shall be entitled to a Verdict on that Flea.

17...The Defendants in such Action may plead any Matter Plea showing that they have since the Time of the Decision discharged the Sum or Balance so decided to be payable, and shall not plead any Plea with a Plea denying the Plaintiff to be Secretary.

Appoint

tracts, Pro

cated.

18...The Committee shall cause Notes, Minutes, or Copies, Entries in as the case may require, of all Appointments made or Contracts Books: entered into by them, and of the Orders and Proceedings of ments, Conall their Meetings, to be duly entered in Books to be kept by ceedings, them for that Purpose; and every such Entry shall be signed how to be by the Chairman of the Meeting at which such Appointments, authentiContracts, Orders, or Proceedings respectively took place, who shall add the Word "Chairman" to his Signature, and which Entries may be made and signed either at or after the Meetings to which they respectively relate; and every Entry purporting to be so signed shall be received as Evidence in all Evidence. Courts, and before all Judges, Justices, and others, without Proof of such respective Meetings having been duly convened or held, or of the Persons making or entering such Orders or Proceedings being Members of the Committee, or of the Sig

Page 348. Though called Schedule "(A)," there is but one Schedule anDexed to the act.

Books of the Committee to be prima facie Evidence, and the Committee and

nature of such Chairman, or of the Fact of his having been Chairman, all which last-mentioned Matters shall be presumed, till the contrary be proved.

19...On the Trial of any such Action, after it is proved to the Satisfaction of the Court or Judge trying the Cause that such Company is or had once been such a Party, the Books kept by the Committee shall be primâ facie Evidence of the Truth of the Matters therein stated and contained; and the be competent Secretary, although the nominal Plaintiff, and the Members of the Committee, shall be competent Witnesses, either for the Plaintiff or for the Defendants.

Secretary to

Witnesses.

Committee

may sue or be sued in

their Secre

tary.

20...The Committee may in all Cases sue and be sued in the Name of the Secretary to the Committee; and in all Proceedthe Name of ings at Law and in Equity, and in Bankruptcy, or of any other Sort, whether civil or criminal, the Name of the Secretary may be used instead of the Names of the Members of the Committee; and Proofs, in Cases of Bankruptcy, Insolvency, or in Winding-up Affairs, may be made by the Secretary for the Committee.

In Criminal

Property of

in their Custody, to be

deemed the

Property of
Secretary.

21...In any Indictment or Information for any Felony or Proceedings Misdemeanor, wherein it shall be necessary to state the Committee or Ownership of any Property whatsoever, whether Real or Personal, and the same shall either belong to the Committee or be in their Custody, or in the Custody or Possession of any Officer, Clerk, or Servant of the Committee, or of any Person employed for the Purpose or in the Capacity of Clerk or Servant by the Committee, or in or on any Building or Land used for the Purposes of the Clearing System, or shall be used or intended to be used for the Purposes of the Clearing System, it shall be sufficient to state such Property to belong to the Secretary of the Committee.

Criminal

for Embez

zlement to

be prose-
cuted in

Name of
Secretary.

22...In any Indictment for Embezzlement, wherein it shall Proceedings be necessary to state the Party charged with the Embezzlement to have been the Clerk or Servant of some Master or Masters, or to have been employed for the Purpose or in the Capacity of Clerk or Servant by some Master or Masters, and such Masters shall have been the Committee, it shall be sufficient in such Indictment to name the Secretary of the Committee in every Place in such Indictment where the Names of the Members of the Committee would but for this Enactment be required to be inserted.