CAP. X. An Act for regulating the Payment of the Out-Pensioners of CAP. XI. An Act for punishing Mutiny and Desertion, and for the better Payment of the Army and their Quarters. CAP. XII. [2nd April, 1846.] An Act for the Regulation of her Majesty's Royal Marine CAP. XIII. valid, and effectual to all intents and purposes, and that all sums of money paid under the provisions of the said act shall be dealt with in all respects as if this act had not been passed. 2. That in all cases in which any sum of money is required by any standing order of either House of Parliament, either now in force or hereafter to be in force, to be deposited by the subscribers to any work or undertaking which is to be executed under the authority of an act of Parliament, if the director or person or directors or persons having the management of the affairs of such work or undertaking, not exceeding five in number, shall apply to one of the clerks in the office of the clerk of the Parliaments with respect to any such money required by any standing order of the Lords spiritual and temporal in Parliament assembled, or to one of the clerks of the Private Bill Office of the House of Commons with respect to any such An Act to indemnify such Persons in the United Kingdom as have omitted to qualify themselves for Offices and Employ-money required by any standing order of the Commons in Parments, and to extend the Time limited for those Purposes respectively until the 25th Day of March, 1847. [14th May, 1846.] CAP. XIV. An Act to continue until the 1st Day of March, 1847, and CAP. XV. An Act for raising the Sum of Eighteen Millions three hundred and eighty thousand two hundred Pounds by Exchequer Bills, for the Service of the Year 1846. CAP. XVI. [14th May, 1846.] liament assembled, to be deposited, it shall be lawful for the clerk so applied to, by warrant or order under his hand, to direct that such sum of money shall be paid in manner hereinafter mentioned, (that is to say), into the Bank of England, in the name and with the privity of the Accountant-General of the Court of Chancery in England, if the work or undertaking in respect of which the sum of money is required to be deposited is intended to be executed in that part of the United Kingdom called England, or into any of the banks in Scotland established by act of Parliament or royal charter, in the name and with the privity of the Queen's Remembrancer of the Court of Exchequer in Scotland, at the option of the person or persons making such application as aforesaid, in case such work or undertaking is intended to be executed in that part of the United Kingdom called Scotland, or into the Bank of Ireland, in the name and with the privity of the Accountant-General of the Court of Chancery in Ireland, in case such work or undertaking is intend An Act to authorise the Inclosure of certain Lands, in pur-ed to be made or executed in that part of the United Kingdom suance of the Recommendation of the Inclosure Commissioners for England and Wales. [14th May, 1846.] Whereas an act was passed in the 1 & 2 Vict. [c. 117], intitaled, An Act to provide for the Custody of certain Monies paid, in pursuance of the Standing Orders of either House of Parliament, by Subscribers to Works or Undertakings to be effected under the Authority of Parliament." And whereas it is expedient that the said act should be repealed, and should be reenacted with such modifications, extensions, and alterations as after mentioned: Be it therefore enacted, &c., that the said act shall be and is hereby repealed: Provided always, that all acts done under the provisions of the said act shall be good, called Ireland; and such warrant or order shall be a sufficient authority for the Accountant-General of the Court of Chancery in England, the Queen's Remembrancer of the Court of Exchequer in Scotland, and the Accountant-General of the Court of Chancery in Ireland, respectively, to permit the sum of money directed to be paid by such warrant or order to be placed to an account opened or to be opened in his name in the bank mentioned in such warrant or order. 3. That it shall be lawful for the person or persons named in such warrant or order, or the survivors or survivor of them, to pay the sum mentioned in such warrant or order into the bank mentioned in such warrant or order in the name and with the privity of the officer or person in whose name such sum shall be directed to be paid by such warrant or order, to be placed to his account there ex parte the work or undertaking mentioned in such warrant or order, pursuant to the method prescribed by any act or acts for the time being in force for regulating monies paid into the said courts, and pursuant to the general orders of the said courts respectively, and without fee or reward; and every such sum so paid in, or the securities in or upon which the same may be invested as hereinafter mentioned, or the stocks, funds, or securities authorised to be transferred or deposited in lieu thereof as hereinafter mentioned, shall there remain until the same, with all interest and dividends, if any, accrued thereon, shall be paid out of such bank, in pursuance of the provisions of this act: Provided always, that in case any such director or person, directors or persons, having the management of any such proposed work or undertaking as aforesaid, shall have previously invested in the 37. per Cent. Consolidated or the 37. per Cent. Reduced Bank Annuities, Exchequer bills, or other government securities, the sum or sums of money required by any such standing order of either House of Parliament as aforesaid to be deposited by the subscribers to any work or undertaking which is to be executed under the authority of an act of Parliament, it shall be lawful for the person or persons named in such warrant or order, or the survivors or survivor of them, to deposit such Exchequer bills or other government securities in the bank mentioned in such warrant or order in the name and with the privity of the officer or person in whose name such sum shall by such warrant or order be directed to be paid, or to transfer such government stocks or funds into the name of the officer or person; and such transfer or deposit shall be directed by such clerk of the office of the clerk of the Parliaments, or such clerk of the Private Bill Office of the House of Commons, as the case may be, in lieu of payment of so much of the sum of money required to be deposited as aforesaid as the same Exchequer bills or other the government stocks or funds will extend to satisfy at the price at which the same were originally purchased by the said person or persons, director or directors, as aforesaid, such price to be proved by production of the broker's certificate of such original purchase. 4. That if the person or persons named in such warrant or order, or the survivors or survivor of them, desire to have invested any sum so paid into the Bank of England or the Bank of Ireland, or any interest or dividend which may have accrued on any stocks or securities so transferred or deposited as aforesaid, the court in the name of whose Accountant-General the same may have been paid may, on a petition presented to such court in a summary way by him or them, order that such sum or such interest or dividends shall, until the same be paid out to the parties entitled to the same in pursuance of this act, be laid out in the 31. per Centum Consolidated or 31. per Centum Reduced Bank Annuities, or any government security or securities, at the option of the aforesaid person or per sons, or the survivor or survivors of them. 5. That on the termination of the session of Parliament in which the petition or bill for the purpose of making or sanctioning any such work or undertaking shall have been introduced into Parliament, or if such petition or bill shall be rejected or finally withdrawn by some proceeding in either House of Parliament, or shall not be allowed to proceed, or if the per. son or persons by whom the said money was paid or security deposited shall have failed to present a petition, or if an act be passed authorising the making of such work or undertaking, and if in any of the foregoing cases the person or persons named in such warrant or order, or the survivors or survivor of them, or the majority of such persons, apply by petition to the court in the name of whose Accountant-General the sum of money mentioned in such warrant or order shall have been paid, or such Exchequer bills, stocks, or funds shall have been deposited or transferred as aforesaid, or to the Court of Exchequer in Scotland, in case such sum of money shall have been paid in the name of the said Queen's Remembrancer, the court in the name of whose Accountant-General or Queen's Remembrancer such sum of money shall have been paid, or such Exchequer bills, stocks, or funds shall have been depoposited or transferred, shall, by order, direct the sum of money paid in pursuance of such warrant or order, or the stocks, funds, or securities in or upon which the same may have been invested, and the interest or dividends thereof, or the Exchequer bills, stocks, or funds so deposited or transferred as aforesaid, and the interest and dividends thereof, to be paid or transferred to the party or parties so applying, or to any other person or persons whom they may appoint in that behalf; but no such order shall be made in the case of any such petition or bill being rejected or not being allowed to proceed, or being withdrawn or not being presented, or of an act being passed authorising the making of such work or undertaking, unless upon the production of the certificate of the chairman of committees of the House of Lords with reference to any proceeding in the House of Lords, or of the speaker of the House of Commons | with reference to any proceeding in the House of Commons, that the said petition or bill was rejected or not allowed to proceed, or was withdrawn during its passage through one of the Houses of Parliament, or was not presented, or that such act was passed, which certificate the said chairman or speaker shall grant on the application in writing of the person or persons, or the majority of the persons named in such warrant, or the survivor or survivors of them: Provided always, that the granting of any such certificate, or any mistake or error therein or in relation thereto, shall not make the chairman or speaker signing the same liable in respect of any monies, stocks, funds, and securities which may be paid, deposited, invested, or transferred in pursuance of the provisions of this act, or the interest or dividends thereof. 4. Repeal of 4 & 5 Will. 4, c. 36, s. 13. Indictments may now be preferred before the said Court. Writs for removing Indictments to specify County, &c. in which same shall be tried. Certificate of Recognizance filed to prosecute Writ of Whereas in certain cases of felony the court is not empowered by law to award sentence of transportation for a less period than the term of the offender's life, or some long term of years, or sentence of imprisonment for any shorter term than two years; but it is desirable that some such offenders should suffer transportation or imprisonment for a shorter pe riod respectively, at the discretion of the court before which they are convicted : Now, be it enacted, &c., that, in all cases where the court is now by law empowered or required to award a sentence of transportation exceeding seven years, it shall be lawful for such court, at its discretion, to award a sentence of transportation for a term of years not less than seven years, or to award such sentence of imprisonment for any period not exceeding two years, with or without hard labour, as shall to the court, in its discretion, appear just, under all the circumstances. 2. And whereas it is now required by law that no indict. ment shall be presented before the grand jury of the Central Criminal Court for certain offences, unless the party prose. cuting shall have first entered into recognizances to prosecute; be it enacted, that the said provision be, and the same is hereby repealed; and that bills of indictment may be preferred by any person before the grand jury of the said court for any of fence alleged to be committed within the jurisdiction of the said court, in the same manner as may be done before any other grand jury. 3. And whereas doubts have been raised as to the proper place of trial, where indictments have been removed by writ of certiorari from the Central Criminal Court into the Court of Queen's Bench; be it enacted, that every writ of certiorari for removing an indictment from the said Central Criminal Court shall specify the county or jurisdiction in which the same shall be tried; and a jury shall be summoned and the trial proceed in the same manner in all respects as if the indictment had been originally preferred in that county or jurisdiction. 4. And whereas, by an act passed in the last session of Par liament, intituled " An Act to stay Execution of Judgment for Misdemeanours upon giving Bail in Error," it is (amongst other things) enacted, that the Clerk of the Crown in the Court of Queen's Bench shall, for the purposes in the said act mentioned, make out and deliver certificates, in writing, under his hand, of the due filing of record in the said court of any recognizance given to prosecute any writ of error, in the manner in the said act mentioned, and that any such certificate, when duly verified by affidavit, shall be a sufficient warrant to every gaoler or other person having the custody of such defendant or defendants in execution of such judgment to discharge him or them out of custody, and also to every person having in his possession the whole or any part of any fine levied in execution of any such judgment, to authorise and require the repayment thereof to the defendant or defendants: And whereas the making of such affidavit creates unnecessary expense and delay, and it is expedient to dispense with the same, and to make further provision for the making and delivery of such certificates; be it therefore enacted, that any such certificate as aforesaid, under the hand either of the said Clerk of the Crown or of the Master or Assistant Master on the Crown side of the said court, and sealed with the seal of the Crown Office in the said court, shall be a sufficient warrant for the discharge of any such defendant or defendants, and for the repayment of any such fine. CAP. XXV. An Act for preventing malicious Injuries to Persons and Property by Fire, or by explosive or destructive Substances. [26th June, 1846.] CAP. XXVI. An Act for abolishing the Office of Superintendent of Convicts under Sentence of Transportation. [3rd July, 1846.] CAP. XXVII. An Act to amend the Laws relating to Friendly Societies. [3rd July, 1846.] Sect. 1. Purposes for which societies may be formed under 10 Geo. 4, c. 56, and 4 & 5 Will. 4, c. 40. 2. Member may withdraw from society, the rules of which do not prescribe the time &c., on giving notice and paying all arrear. 3. Payments to society shall be kept distinct for each purpose subscribed for, or extra payments made for contingencies. 4. Separate accounts to be kept for each particular benefit subscribed for. 5. Returns of the rates of sickness and mortality, assets, and liabilities, shall be sent by every society to the registrar of friendly societies every five years. 6. Penalties for not making returns to the registrar required by law. 7. For establishing the legality of certain societies. 8. Repeal of part of 10 Geo. 4, c. 56, and 4 & 5 Will. 4, c. 40. Societies legally established not excluded from benefit of said acts. 9. Provisions of 39 Geo. 3, c. 79, and 57 Geo. 3, c. 19, not to extend to friendly societies. 10. Barrister appointed to certify rules to be styled "Registrar of Friendly Societies in England, &c.," and shall be paid by a salary instead of fees. 11. Registrar to retain out of the fees received by him sufficient money to defray salaries and expenses of office. If fees not sufficient, balance to be paid out of consolidated fund. 12. So much of 10 Geo. 4, c. 56, as requires rules to be filed with clerks of the peace, &c. repealed. Rules now filed, &c. to be taken off and returned to the registrar. One transcript of certified rules, and all rules returned, shall be kept by registrar. Rules certified by registrar to be of full force. 13. Registrar shall not certify rules unless society adopt tables certified by the Actuary of National Debt Office, &c. 14. For appointing new trustees in certain cases. 15. Settlement of disputes between managers and members, &c. may be referred to registrar, unless law officers refer the same to a superior court. 16. On such reference, registrar may inspect books and administer oaths. False evidence, perjury. 17. When trustees shall be absent &c., registrar may order stock to be transferred and dividends paid. 18. Secretary of state to fix amount of fees payable on reference, and registrar to determine who shall pay them. 19. Justices empowered to enforce payment of fees under awards. If persons do not pay money pursuant to order, the same, together with costs, may be levied by distress. Proviso as to Scotland. 20. Rules certified by registrar, and awards executed under his hands, shall be received in evidence. 21. Forms set forth in the Schedule to this act may be used. 22. Act to be construed with 10 Geo. 4, c. 56, and 4 & 5 Will. 4, c. 40. 23. Act may be amended, &c. CAP. XXVIII. 4. Meeting to be held duly called, although certain Votes disallowed. 5. Notice of Meeting to be by Advertisement. 6. Notices to specify the Day, Hour, &c. of Meeting. 7. Chairman to be elected by a Majority of Committee, if present. Chairman to have a casting Vote. 8. Chairman bound to put Questions proposed, and no other Business to be transacted. 9. Three Scrutineers to be elected. 10. Case of the Chairman not being entitled to vote. 11. In the Event of a Quorum not being present at such Meetings, the same to be adjourned, and Votes of Persons present at original and adjourned Meetings to be received as if given at one and the same Meeting. 14. Proxies shall be signed before a Master in Chancery in England, or Sheriff, &c. in Scotland. 15. Number of Persons, &c. necessary to constitute a Meeting. Majority must consist of at least Threefifths of the Votes of Persons present. 16. Minutes of Proceedings to be advertised. London Gazette to be Evidence. Penalty on signing false Minutes, &c. 17. Places of Meeting shall be held as specified in Notice. 18. No Votes allowed except for Scrip, &c. actually issued or given before 31st March, 1846. Mode of ascertaining the Issues. 7 & 8 Vict. c. 110. 19. Registrars of Joint-stock Companies to require Return of Issues, but Omission of Registrar to send Notice not to exempt Committee from Penalties. 20. Committees of projected Railways in Scotland to lodge a Return with the Sheriff Clerk of Edinburgh within twelve Days from passing of this Act. Penalty for not lodging Return. 21. The Sheriff Clerk to give Notice by Advertisement for Returns of issued Scrip, &c. to be made. 22. In default of Return Meeting may be called, which must represent One-third of Capital of the Company. 23. Meeting to decide if Dissolution taken to be an Act of Bankruptcy. Scotland exempted. 24. If Meeting decide that Affairs shall not be so wound up, &c., then they shall be wound up like ordinary Partnerships. 25. Dissolution not to affect Rights of Creditors. 26. If Proposal of Dissolution rejected, no new Meeting to be called for six Months, &c. 27. Any three of the Committee, or any Creditor or Creditors, may petition for a Fiat in Bankruptcy. 28. On issuing of Fiats, Companies to be subject to the Provisions of the Acts for winding up the Affairs of Joint-stock Companies. 1 29. Sequestration of Estates of dissolved Scotch Railway Companies may be awarded. 30. As to new Railways by incorporated Companies. 31. Member against whom Judyment shall have been recovered to be repaid by Contribution from other Members, together with Costs. 32. After Dissolution of Company, no Action, &c. to be brought by any Attorney, &c. until one Month after Bill of Fees shall have been delivered. Courts may refer Bills for Taxation to Taxing Officers. 33. Interpretation of Act. 34. Act may be amended, &c. Whereas it is expedient to facilitate the dissolution of certain railway companies as hereafter mentioned, and to afford An Act to facilitate the Dissolution of certain Railway Com- May it therefore please your Majesty, that it may be enacted, facilities for the winding up the concerns of such companies: panies. [3rd July, 1846.] and be it enacted, &c., That when any persons or companies, Sect. 1. Persons who shall have entered into a Contract for before the passing of this act, shall have entered into any conthe Formation of a Company for making a Rail-tract usually called a subscription contract, or any other agreeway, &c. may dissolve the same pursuant to this ment or agreements, in writing or otherwise, for the formaAct. tion of a company or partnership for making any railway which cannot be carried into execution without obtaining the authority of Parliament, and in respect of which an act shall not before the passing of this act have been obtained, it shall be lawful for such persons or companies to dissolve the said 2. Committee, &c. may call Meetings of Shareholders to consider Dissolution. 3. Shareholders may require Committee to call Meeting, and, in default, may call it themselves. company or partnership, contract, or agreement, in manner hereinafter mentioned, and that whether or not such contract or agreement shall contain any powers or provisions for dissolution of the company or partnership intended to be thereby formed: Provided nevertheless, that nothing herein contained shall prevent any such persons or companies from exercising any such power or provision for dissolution in their contract or agreement contained, if they shall see fit, at any time before availing themselves of the powers in this act contained: Provided also, that the provisions of this act shall be taken to apply to any contract or partnership for the making any railway, notwithstanding that the agreement or partnership may relate to any other objects in connexion therewith; and (unless a separate capital and separate subscription shall exist as regards the different objects) then, on a dissolution under the provisions of this act, the dissolution shall extend to the whole objects of the contract or partnership. 2. That it shall be lawful for the committee, provisional directors, or other persons by such contract or agreement as aforesaid intrusted with the management and carrying into effect of the undertaking, and who are hereinafter called "the committee," to call a meeting of the shareholders for the purpose of determining whether the partnership or company so as aforesaid intended to be formed (and which is hereinafter called "the company") shall be dissolved; and that if such meeting shall determine, as after mentioned, that the company shall be dissolved, then, as from the date of the resolution come to at such meeting, the company shall be taken to be dissolved, and the committee shall not have power to proceed any further with the undertaking. one hour of the time appointed for holding such meeting, and that the person to be in the chair at every such meeting shall be some member of the committee, to be elected by a majority of the members of the committee present at the meeting, and in case the votes of the members of the committee present shall be equally divided, or if from any cause there shall be no member of the committee so elected, then some shareholder entitled to vote shall be elected by the meeting; and every person present, either in respect of shares or of a proxy, shall have one vote only for the election of the chairman and scrutineers; and every chairman shall have a casting vote, in addition to any other vote which he may be entitled to; and if any such chairman shall refuse to give his casting vote on the question of dissolution or bankruptcy as after mentioned, the question shall be considered as carried in the affirmative for dissolution or bankruptcy. 8. That the chairman at every such meeting shall be bound to put to the meeting any question proposed for the dissolution of the company, or as to the bankruptcy thereof, and also as to the election of scrutineers, and that no business shall be transacted at any such meeting other than the consideration of any question so proposed, and the election of a chairman and scru tineers. 9. That immediately after the election of a chairman the meeting shall proceed to elect as scrutineers three shareholders in the company, whose business it shall be to verify as after mentioned, and take the votes of the shareholders entitled to vote, and cast up and declare the same; and the decision in writing of them, or of any two of them, shall be final in all respects. 10. That in case it shall be discovered by or shewn to the scrutineers that the chairman at any meeting is not entitled to vote as a shareholder, it shall be lawful for the meeting either to elect a new chairman or to maintain such existing chairman, but such chairman so maintained in office shall not thereby acquire the right of voting as a shareholder, or of giving a casting vote; and in case the votes shall be equally divided the resolu tions shall be considered as carried in the affirmative for the dissolution and as to the bankruptcy of the company: Provided always, that all votes, acts, and deeds by any chair 3. That it shall be lawful for any five shareholders, as after defined, by writing under their hands, to require the committee to call a meeting for the purpose aforesaid; and that if the committee shall refuse or neglect, for six days after any such requisition shall have been left at the registered place of business of the company, as regards England and Ireland, and, as regards Scotland, at the usual place of business, or shall have been served personally on any member of the committee, to call such meeting by notice as after mentioned, or if for any reason whatever such meeting shall not be convened and held in pursuance of the directions herein contained, it shall be law-man not entitled to vote, or by the meeting presided over by ful for any five shareholders to call such meeting; and after any such requisition shall have been left or served as aforesaid, it shall not be lawful for the committee or any of them to make any payments out of the monies of such company, except in discharge of bonâ fide debts or liabilities, or in performance of contracts or engagements, previously entered into, and in payment of the expenses of calling and holding such meeting or any adjourned meeting, nor to enter into any contracts or engagements on behalf of the company or affecting the property thereof, nor to issue any shares or scrip of or representing the capital stock of such company, until the meeting called as aforesaid shall have determined the question of dissolution. 4. That the meeting shall be held to have been duly called, although the votes of the parties calling the same, or any of such votes, shall be disallowed at the meeting by the scrutineers to be appointed as hereinafter mentioned. 5. That the calling of any such meeting shall be by notice, signed either on behalf of the committee by any one member of the same, or in case the meeting shall be called by the shareholders, then by the shareholders calling the same, such notice to be advertised in the London Gazette eight clear days and not more than fifteen days before the time to be therein fixed for holding such meeting, and also, within the before-mentioned limits as to time, in three London daily newspapers; that in the case of railways to be made in Ireland, the said notice shall also be advertised, within the before-mentioned limits as to time, in the Dublin Gazette and in two newspapers in common circulation in the city of Dublin; and as to railways to be made in Scotland, the said notice shall also be advertised, within the before-mentioned limits as to time, in the Edinburgh Gazette, and in two newspapers in common circulation in the city of Edinburgh. 6. That every notice of meeting shall specify the day, hour, place, and purpose of meeting; and the parties entitled to be present at such meeting shall be the persons producing the shares, scrip, or receipts hereinafter defined, or the proxies after mentioned. 7. That every meeting so called shall elect a chairman within him, given or done before the discovery of his not being so entitled, or given afterwards if he be so maintained, shall be valid and effectual; and, as regards the election of chairman and scrutineers by the votes of the parties present, and producing scrip or proxies, no objection after the election shall be made on its being shewn that they were not entitled to be present. 11. That at any such meeting as aforesaid, in the event of the prescribed quorum after mentioned not being present and voting at such meeting, then the chairman shall cause the votes of the persons constituting the said meeting to be taken and recorded, and shall then adjourn the same to be held at the same place, and at a day to be declared by the chairman, such day not being less than three days and not more than one week from the original day of meeting, such day and time of meeting in the meantime, as regards any meeting held in any part of England, being advertised twice in each of three London daily in two Edinburgh newspapers, and in the case of a meeting held newspapers, and in the case of a meeting held at Edinburgh twice in Dublin twice in two Dublin newspapers, and at such adjourned meeting the votes of such persons constituting the and recorded, and the total amount of votes given at the ori same as had not voted at the original meeting shall be taken ginal and adjourned meeting shall be received as if given at one and the same meeting. or 64 12. That the only persons entitled to be present and vote at any such meeting as shareholders, by themselves or proxies, shall be those persons who shall, for the time being, be in possession of and produce certificates or receipts declaring parties entitled to shares in any company, or acknowledging the receipt of a deposit in such company, usually termed "scrip" ing the party in possession may not be the party to whom the receipts" for deposits on shares; and that, notwithstandsame was originally granted, or that the same may not have been legally assigned to the party in possession, or notwithstanding the same may be possessed by the holder as a mere mortgagee, or in any other manner, or the same may be subject to any charge or lien, and which parties are, by this act, called "shareholders:" provided that nothing herein contained shall authorise more than one vote, either for dissolution or bankruptcy, to be given in respect of the same share, notwithstanding any transfer or delivery of such share after a vote shall have been given in respect thereof. 13. That every shareholder shall, in voting on the questions of dissolution and bankruptcy, be entitled to one vote, by himself or proxy, in respect of every share held by him, or in respect of which scrip or receipts may have been issued, or deposits paid; and that all shareholders producing such shares, scrip, or receipts shall be entitled to attend meetings and to appoint proxies according to the form contained in the Schedule hereunto annexed, or in some form to the like effect: Provided always, and be it enacted, that the fact of any such party attending any such meeting shall not in anywise increase or alter, either in law or equity, his rights or liabilities. 18. That no parties shall be entitled to vote, except in respect of scrip, receipts, or shares actually issued or given before the 31st day of March, 1846, and that the shares, scrip, or receipts actually issued or given, shall, for the purposes of this act, be taken to constitute the whole number of shares in the undertaking, although the contract may have provided that the undertaking shall consist of a greater number; and that, for the purpose of ascertaining the number of shares, scrip, or receipts actually issued or given, the committee of every projected railway company to which the powers given by this act apply, (except in regard to railways to be made in Scotland), shall, within twelve days after the passing of this act, be bound to send in unto the registrar of joint-stock companies a return in writing, under the hand of any member of such committee, specifying the number of shares, scrip, or receipts actually issued or given as aforesaid, the amount of each share, and of the deposit paid or to be paid thereon; and that, in case such return shali not be so sent in within the aforesaid period, every member of the committee shall forfeit a sum not exceeding 201., to be recovered in like manner as any penalty under the act intituled "An Act for the Registration, Incorporation, and Regulation of Joint-stock Companies," is recoverable. 14. That the appointment of any such proxy shall be signed by the party appointing the same before a Master or Master Extraordinary of the Court of Chancery in England or Ireland, or a justice of the peace in England or Ireland, or before a sheriff or sheriff-substitute, or justice of the peace in Scotland, or, where such shares, scrip, or certificate shall be in possession of any parties beyond seas, the said proxy shall be signed as aforesaid before any of her Majesty's consuls or vice-consuls, or a notary public; and that, on signing the same, the share, scrip, or receipt in respect of which the proxy 19. That the registrar of joint-stock companies shall, within is intended to be appointed shall be produced to the Master, six days from the passing of this act, send to the registered justice, sheriff, sheriff-substitute, consul, vice-consul, or no | place of business of every such company a notice in writing, tary public; and the number of the shares, or the number of under his hand, requiring such return to be made; but the shares referred to in such scrip or receipt, and the name of the omission to send any such notice by the registrar shall not company, shall be ascertained and verified, with the number exempt the committee of any such company from the penaland name of the company stated in the appointment of proxy, ties aforesaid; and every person shall be at liberty to inspect before such Master, sheriff, sheriff-substitute, justice, consul, any returns made to the registrar, under this act, on payment vice-consul, or notary public. of a fee of 28. 6d.; and the certificate of the said registrar, under his seal of office, as to the total amount of the shares, serip, or receipts, shall be evidence as to the amount specified in such return, and for such certificate a fee of 2s. 6d. shall be paid; and no proceedings at any meeting shall be invalidated by reason of any defect or error in such return, but any party making such return knowing it to be false shall be guilty of a misdemeanour. 15. That, to constitute a meeting under the provisions of this act for the purpose of deciding on a dissolution or bankruptcy, persons representing at least one third part of the shares in the undertaking actually issued or given, either as shares, scrip, or receipts, must be present and vote ; and that, for the purpose of effecting a dissolution, and as to bankruptcy, there must be either a majority of the votes of the whole scrip of the company issued as aforesaid, or at least three-fifths of the votes of persons present and voting, either as shareholders or proxies, in favour of the motion for dissolution and for the bankruptcy, if so resolved on. 16. That the chairman at every such meeting shall sign a minute of the proceedings, and that every minute so signed shall be advertised within the shortest possible time in the same papers as those in which notice of the original meeting is herein before required to be given; and a copy of the London Gazette containing the advertisement of such minute shall be evidence of the meeting having been duly called and held, and of the resolutions recorded having been duly passed by the majorities therein mentioned; and such minutes shall be countersigned by at least two of the three scrutineers aforesaid; and that any party signing minutes false or incomplete in any material particular, or any person who shall insert or cause to be inserted in the London Gazette any advertisement under the present clause, knowing the same to be false in any material particular, shall be guilty of a misdemeanour; and the minute directed to be advertised shall also be registered with the registrar of joint-stock companies, without any fee being chargeable for such registration. 17. That, as regards all projected railways as aforesaid, any portion of the intended line of which is situate in England or Wales, the meeting aforesaid may be held, as shall be specified in the notice calling the same, either in London or Westminster, or at the registered place of business of the company; or as regards any railways any portion of the intended line of which is situate in the counties of Lancaster or Chester, such meeting may be held at Manchester or Liverpool, notwithstanding that the registered place of business may not be at either of such places; or as regards any railways any portion of the intended line of which is situate in the county of York, such meeting may be held at York or Leeds, notwithstanding that the registered place of business may not be at either of such places; that, as regards railways situate in Ireland, the meetings may be held either in London or Dublin, or at the registered places of business, as shall be specified in the notice; and that, as regards railways situate in Scotland, the meetings may be held either in London or Edinburgh, or at the usual places of business, as shall be specified in the notice. 20. That, in regard to projected companies for railways to be made in Scotland, the committee of every such company to which the powers given by this act apply, shall, within twelve days after the passing of this act, be bound to lodge with the sheriff clerk of the shire of Edinburgh a return in writing, under the hand of a quorum of such committee, or of every member thereof, specifying the number of shares, scrip, or receipts actually issued or given as aforesaid, the amount of each share, and the deposit paid or to be paid thereon; and that, in case such return shall not be lodged within the aforesaid period, every member of such committee shall forfeit a sum not exceeding 201., to be recovered by summary petition to the court of session at the instance of the said sheriff clerk. 21. That the said sheriff clerk shall, within six days after the passing of this act, cause to be published in the Edinburgh Gazette, and in two newspapers in common circulation in the city of Edinburgh, a notice by him requiring such returns to be made; and every person shall be at liberty to inspect any returns made to the sheriff clerk; and no proceeding at any meeting shall be invalidated by reason of defect or error in any such return; but any party making such return knowing it to be false shall be held to be guilty of falsehood and fraud, and shall be liable to prosecution and punishment accordingly; and the necessary expenses of the sheriff clerk, in regard to such returns and notices, shall be paid by the several committees making or bound to make returns, and shall be recovered in such amount from each of such committees as the sheriff of the shire of Edinburgh shall, by a writing under his hand, fix and determine. 22. Provided always, that if, by any reason whatever, such return of the number of shares, scrip, or receipts actually issued, shall not be made within one calendar month from the passing of this act, then a meeting may be called and held, under the provisions of this act, and may resolve on dissolution or bankruptcy, as by this act is provided, if persons representing shares, as before defined, equal to at least one-third part of the whole capital of the undertaking are present and vote; and any such meeting shall have the same powers as before conferred on a meeting representing one-third of the shares actually issued as aforesaid. |