The Sun.
London, England, 1846-04-28 00:00:00

S N APRIL 28, 1846.

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 there
shall be no member of the committee elected, then some
shareholder entitled to vote to be elected by the meeting;
and every person present to have one vote 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 bank-
ruptcy as, after mentioned, the question shall be considered
as carried in the affirmative for dissolution or bankruptcy.
8. And be it enacted, 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
mode thereof, and the election of scrutineers, and that no
business shall be transacted at any such meeting other than
the consideration of any such question so proposed, and the
election of a chairman and scrutineers.
9. And be it enacted, That immediately after the election
of a chairman at such meeting, 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 the
same, and the decision of them, or any two of them, shall be
final in all respects.
10. And be it enacted, That in case it shall be discovered
by or shown 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 main-
tained in'office shall not thereby acquire the right of votingas
shareholder, or of giving a casting vote; and in case the
votes shall be equally divided, the resolutions shall be con-
sidered 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 the chairman not entitled to
vote, or by the meeting presided over by him, given or done
before the discovery of his not being so entitled, shall be valid
apd effectual.
11. And be it enacted, That any such meeting as aforesaid,
in the event of the prescribed quorum after-mentioned not
being present 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 the time of meeting in the meantime being adver-
tised twice in each of three London daily newspapers, and in
the case of a Scotch railway, also twice in two Edinburgh
ad-
journed meeting the votes of such persons constituting the
the edcaadsye
nof e
waanp
alpr ie sr ha r a ialnwda y,
at a issnoc suchtwice
same as had not voted at the original meeting shall be taken
inne we
/Isla Floe; st,waon dD
ui nb
lti
and recorded, and the total number of votes given at the
original and adjourned meeting shall be received as if given
at one and the same meeting.

12. And be it enacted, That the hoar to be fixed for hold-
ing any meeting under the provisions of this Act shall be
that of noon. _ _

13. And be it enacted, That the only person entitled to
be present and vote at any such meeting as shareholders (ex-
cept as to the appointment of a chairman and scrutineers)
shall be those persons who shall for the time being be in pos-
session 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,"
or " receipts" for deposits on shares, and that notwithstand-
ing the party in possession may not be the party to whom
the same was originally granted, or that the same may not
have been legally assigned to the party in possession, and
that notwithstanding the same may be held by the holder as
a mere mortgagee, or the same may be subject to any charge
or lien, and which parties are not by this Act called "share-
holders."

14. And be it enacted, That every shareholder shall be en-
titled to one vote in respect of every share held by him up to
ten, and to one additional vote for every four shares beyond
the first ten shares held by him up to one hundred; and to
an additional vote for every ten shares held by him beyond
the first hundred shares; and that all shareholders producing
such 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 any-
wise increase or alter his rights or liabilities.
15. And be it enacted, that the appointment of any such
proxy shall be signed by the party appointing the same be-
fore 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 depute or
justice of the peace in Scotland, or before the registrar of
joint-stock companies or his deputy; and that on signing the
same the scrip or receipt in respect of which the proxy is in-
tended to be appointed shall be produced to the Master,
justice, sheriff or sheriff depute, registrar or deputy registrar;
and the numbers of shares and the name of the party enti-
tled shall be verified, with the numbers and name stated in
the appointment of proxy, before such Master, sheriff, sheriff
depute or
.justice, registrar or deputy registrar; and that no
such appointment of proxy shall be subject to stamp duty.

16. And be it enacted, That to constitute a meeting under
the provisions of this Act for the purpose of deciding on a dis-
solution, and the mode thereof, persons representing at least
one-third part of the shares in the undertaking actually
issued must be present and vote; and that, for the purpose
of effecting a dissolution, and the mode thereof, there must be
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 the mode thereof.
17. And be it enacted, 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 pos-
sible time in the same papers in which notice of the meeting
is herein-before required to be given; and a copy of the
London Gazette containing the advertisement of such meet-
ing 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 that 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.

18. And be it enacted, That as regards all projected rail-
ways 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 the cities of 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 ; or as regards any
railways any portion of the intended line of which is situate
in the county of York, such meetings may be held at York
or Leeds ; 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 no-
tice ; and that as regards railways situate in Scotland, the
meetings may be held either in London or Edinburgh, or at
the registered places of business, as shall be specified in the
notice.

19. And be it enacted, That no parties shall be entitled to
vote, except in respect of scrip certificates or shares actually
issued or given before the 31st day of March, 1846, and that
the shares or certificates 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 as-
certaining the number of shares or certificates actually
issued the committee of any projected railway company
shall, within twelve days after the passing of this Act, be
bound to send in unto the registrar of feint-stock companies
a return in writing under the hand of any member of such
committee specifying the number of shares or certificates
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 shall not be so sent in within the
aforesaid period, or shall be found to be incorrect, every
member of the committee shall forfeit the sum of pounds,
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.
20. And be it enacted, That the registrar of joint-stock
companies shall, within six days from the passing of this
Act, send to the registered place of business of every such
company a notice in writing under his hand requiring such
return to be made ; but the omission to send any such notice
by the registrar shall not exempt the committee of any such
company from the penalties aforesaid ; and every person
shall be at liberty to inspect any return made to the registrar
under this Act on payment of a fee of one shilling for every
such inspection, and also to require a copy or extract of any
such return to be certified by the said registrar on payment
of a fee of sixpence for every folio of such copy or extract ;
and that in all courts of law and equity and elsewhere, such
copy or extract so certified shall be received in evidence.
21. And be it enacted, That in addition to the question of
dissolution, it shall be imperative on the meeting to decide
whether such dissolution shall or shall not be taken to be an
act of bankruptcy for the purpose of having the affairs of
the company wound up under the provisions of the Act after-
mentioned.

22. And be it enacted, That in case the meeting shall re-
solve that the dissolution shall not be so wound up, then (sub-
ject to the power herein-after given to the committee and
to creditors of the company to petition for a fiat) the affairs
of the said company shall be wound up according to the or-
dinary rules applicable to the dissolution of partnership un-
dertakings.
23. Provided always, and be it enacted, That the resolu-
tion to dissolve the company, or the actual dissolution thereof,
shall not alter or affect the rights of creditors or other per-
sons not being shareholders in the company, nor any engage-
ments whatsoever which the committee may have lawfully
entered into, and shall not affect any suits pending before
the passing of this Act ; but that the company shall not be
bound to perform any engagement which cannot be per-
formed by reason of the dissolution.
24. And be it enacted, That where any meeting called to
consider the question of dissolution shall have determined
the question of the dissolution of the company in the nega-
tive, no new meeting shall be called to consider the question
of dissolution, or any matter relating thereto, until the lapse
of six months from the day in which the question was last
resolved in the negative.
25. And be it enacted, That it shall be lawful for the majo-
rity of the committee of any company, at any time after the
dissolution thereof shall have been resolved, or for any cre-
ditor of such company to such amount as is now by law re-
quisite to support a fiat in bankruptcy, or of any shareholder
as before defined holding at least shares, within
months after the dissolution thereof shall have
been resolved, to petition that a fiat in bankruptcy may issue
against such company.
- - -

26. And be it enacted, That upon the production of a copy
of the London Gazette containing the resolution of any such
meeting as aforesaid, whereby it shall be resolved that the
dissolution of the company shall be an act of bankruptcy, or
upon the petition of the majority of the committee or share.
holders, or of any creditor under the last preceding clause, a
fiat in bankruptcy shall issue against such company by the
registered name or style of such company ; and the company
shall thereupon be deemed to be within the provisions of an
Act passed in the seventh and eighth years of the reign of
her present Majesty, intituled "An Act for facilitating the
winding up of Joint-stock Companies; unable to meet their
pecuniary engagements," in all respects as if a fiat in bank-
ruptcy had issued against it under the said Act.
27. And be it enacted, That the following words and ex-
pressions shall have the meanings hereby assigned to them
respectively, so far as such meanings are not excluded by the
context or subject-matter; (videlicet)—
The word "month" shall mean calendar month.
The word " person" shall include corporations.
mamba and masculine
And words denoting the singular

gender respectively shall be held to apply also to a plurality
of persons and things or to females respectively.
28. And be it enacted, that this Act may be amended,
altered, or repealed by any Act to be passed in this session
of Parliament.

SCHEDULE TO WHICH THIS ACT REFERS.
FORM OF PROXY.

I, A. 8., of holder of shares, numbered
respectively in the projected railway company, do
hereby appoint C. D., of , to be my prexy upon
any matter relating to the dissolution of the said company,
to vote, dissent, and act as he shall think proper.
Witness my hand, the day of .