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any Act which shall hereafter be passed, be incorporated corporatod for the Purpose of carrying on any Undertaking; and Acts : this Act shall be incorporated with such Act; and all Incorpora. the Clauses and Provisions of this Act, save so far as or Clauses. they shall be expressly varied or excepted by any such Act, shall apply to the Company which shall be incorporated by such Act, and to the Undertaking for carrying on which such Company shall be incorporated, so far as the same shall be applicable thereto respectively; and such Clauses and Provisions, as well as the Clauses and Provisions of every other Act which shall be incorporated with such Act, shall, save as aforesaid, form Part of such Act, and be construed together therewith as forming One Act. 2. And with respect to the Construction of this Act, Construc
tion of Acts. and of other Acts to be incorporated therewith, be it enacted as follows:
The Expression “ the special Act,” used in this Act, Interpretashall be construed to mean any Act which shall be here- "The speafter passed incorporating a Joint Stock Company for cial the Purpose of carrying on any Undertaking and with which this Act shall be so incorporated as aforesaid“; and the Word “prescribed,” used in this Act in refer- “Pro. ence to any Matter herein stated, shall be construed to soribed;" refer to such Matter as the same shall be prescribed or provided for in the special Act; and the Sentence in which such Word shall occur shall be construed as if, instead of the word "prescribed,” the Expression “prescribed for that Purpose in the special Act” had been used; and the Expression “the Undertaking” shall mean “The Un
1 dertaking." the Undertaking or Works, of whatever Nature, which "er shall by the special Act be authorized to be executed.
3. The following Words and Expressions, both in this Interpretaand the special Acts, shall have the several Meaningsti hereby assigned to them, unless there be something in Acts of a
tion of this TE SOvolal WCUTUS and special
the Subject or the Context repugnant to such Con-
include the Plural Number; and Words importing
include Females : “ Lands;" The Word “ Lands" shall extend to Messuages,
Lands, Tenements, and Hereditaments of any
Tenure: “Lease;" The Word - Lease” shall include an Agreement for
a Lease: The Word “Month” shall mean Calendar Month: The Expression “Superior Courts” shall mean Her
Majesty's Superior Courts of Record at Westmin
ster or Dublin, as the case may require: The Word “ Oath” shall include Affirmation in the
Case of Quakers, or other Declaration lawfully substituted for an Oath in the Case of any other Persons exempted by Law from the Necessity of
taking an Oath: The Word “County" shall include any Riding or
other like Division of a County, and shall also
include County of a City or County of a Town: “Justice ;" The Word “Justice” shall mean Justice of the
Peace acting for the County, City, Borough, Liberty, Cinque Port, or other Place where the Matter requiring the Cognizance of any such Justice shall arise, and who shall not be interested in the Matter; and where any Matter shall be authorized or required to be done by Two Justices, the Expression “ Two Justices” shall be understood to mean Two Justices assembled and acting together
in Petty Sessions: "The Com The Expression “the Company" shall mean the Company;"
pany constituted by the special Act: “ Directors;" The Expression “the Directors” shall mean the
Directors of the Company, and shall include all
Proprietor, or Member of the Company”; and in referring to any such Shareholder, Expressions properly applicable to a Person shall be held to apply to a Corporations: And The Expression" the Secretary” shall mean the “Secretary.” Secretary of the Company, and shall include the Word “Clerk." ...In citing this Act in other Acts of Parliament Short Titlo in legal Instruments, it shall be sufficient to use the of ression “ The Companies Clauses Consolidation 1845." And whereas it may be convenient in some Cases Manner in corporate with Acts of Parliament hereafter to be tions of this d, some Portion only of the Provisions of this Act; Act may be therefore enacted, That for the Purpose of making with other such Incorporation, it shall be sufficient in any such to enact, that the Clauses and Provisions of this with respect to the Matter so proposed to be incored, (describing such Matter as it is described in Act in the Words introductory to the Enactment respect to such Matters,) shall be incorporated with Act; and thereupon all the Clauses and Provisions is Act with respect to the Matter so incorporated,
save so far as they shall be expressly varied or sted by such Act, form Part of such Act; and such I see § 8, as to “ Shareholders," (p. 62). I see § 21, under which the legal personal representatives of a Sharere included in that term, for the purpose of enforcing the payment of VI. 21.)
for definition of “Ordinary Meetings," see § 66 : of “Extraordinary 8," $ 68; (VI. 66, 68.) 6 words introductory to the enactment with respect to" any matter in are herein printed in italic type, as in case of the words introductory to p. 62); to § 14-20 (p. 65); &c.
Capital to be divided into Sharos.
Shares, Personal Estate,
Act shall be construed as if the Substance of such
reference to the Matter to which such Act shall relate. Distribution And with respect to the Distribution of the Capital
of the Company into Shares“, be it enacted as follows: Capital to be 6. The Capital of the Company shall be divided into
Shares of the prescribed Number and Amount; and such Shares shall be numbered in arithmetical Progression, beginning with Number One; and every such Share shall be distinguished by its appropriate Numbers.
7. All Shares in the Undertaking shall be Personal Estate, and transmissible as such, and shall not be of the nature of Real Estate.
8. Every Person who shall have subscribed the preholders, who. scribed Sum or upwards to the Capital of the Company,
or shall otherwise have become entitled to a Share in the Company, and whose Name shall have been entered on the Register of Shareholders herein-after mentioned, shall be deemed a Shareholder of the Company.
9. The Company shall keep a Book, to be called the “Register of Shareholderse;" and in such Book shall be fairly and distinctly entered, from Time to Time, the Names of the several Corporations', and the Names and Additions of the several Persons', entitled to Shares in the Company, together with the Number of Shares to which such Shareholders shall be respectively entitled, distinguishing each Share by its Numbers, and the
Registry of Shareholders:
* And with respect to the conversion of shares into stock, see $ 61 et seq.
• This provision (which is however superseded in case of the conversion of shares into stock; $ 62, p. 81-2,) does not preclude several shares from being included and “distinguished by their appropriate numbers" in one and the same certificate under $ 11; but the latter section and the form referred to in it evidently contemplate a separate share certificate for each share, notwithstanding the construction of number in $ 3.
c Person or Corporation; see interpretation of “Shareholder" in § 3 (p.61); and see § 9, 78, 137 as to joint shareholders.
a $ 9. • For a Form for such book, see Appendix.
See note C, and 78,137, in reference to entry of names of joint shareholders,
tion of Register;
to be sealed
Amount of the Subscriptions paid on such Shares; and the Surnames or Corporate Names of the said Shareholders shall be placed in alphabetical Order; and such AuthenticaBook shall be authenticated by the Common Seal of the Company being affixed thereto; and such Authentica- to tion shall take place at the First Ordinary Meeting, or at Ordinary at the next subsequent Meeting of the Company, and so Meetings. from Time to Time at each Ordinary Meeting“ of the Company
10. In addition to the said Register of Shareholders, Addr the Company shall provide a Book, to be called the "Share"Shareholders Address Book," in which the Secretary° dress Book." shall from Time to Time enter in alphabetical Order the Corporate Names and Places of Business of the several Shareholders of the Company, being Corporations, and the Surnames of the several other Shareholders with their respective Christian Names, Places of Abode, and Descriptions, so far as the same shall be known to the Company®: and every Shareholder, or if such Shareholder be a Corporation, the Clerk or Agent of such Corporation, may at all convenient Times peruse such Book gratis, and may require a Copy thereof or of any Part thereof; and for every Hundred Words so Poes required to be copied, the Company may demand a Sum not exceeding Sixpence'.
11. On Demand of the Holder of any Share, the Certificates Company shall cause a Certificate of the Proprietorship be issued to
holders. * See $ 66 as to ordinary meetings. Under $ 28, the Register is made evidence of the proprietorship of shares.
Or a Clerk; see 3. It is of course not required that the Secretary should do this and all other clerical business laid upon him, with his own hand; but he most bave it done.
See note in p. 62. • See g 136, 137, under which the transmission of notices, &c., by post to the registered address is sufficient service, except where personal service is required: Shareholders should therefore take care to notify their addresses and changes of address, in order that the Address Book may be duly kept up. No form for this Book is annexed to the act; but see a form, containing heads for the partienlars required by the Act, in Appendix.
'The copy may be made by the Company or the requisitionist, the Company receiving the fee in either case,
of Shares to