by future tion of Acts any Act which shall hereafter be passed, be incorporated corporated 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. tion of Acts. 2. And with respect to the Construction of this Act, Construc and of other Acts to be incorporated therewith, be it enacted as follows: tions: scribed;" 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 Act;" 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- "Preence to any Matter herein stated, shall be construed to 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 Unthe Undertaking or Works, of whatever Nature, which shall by the special Act be authorized to be executed. dertaking." 3. The following Words and Expressions, both in this Interpretaand the special Acts, shall have the several Meanings tion of this hereby assigned to them, unless there be something in Acts of a Company: Number; Gender; "Lands;" "Lease;" "Month;" "Superior Courts;" "Oath ;" "County;" "Justice;" "Two Justices;" "The Com pany;" "Directors;" the Subject or the Context repugnant to such Con- Words importing the Singular Number only, shall The Word "Lands" shall extend to Messuages, The Word "Lease" shall include an Agreement for The Word "Month" shall mean Calendar Month: The WordCounty" shall include any Riding or The Expression "the Company" shall mean the Company constituted by the special Act: The Expression "the Directors" shall mean the Directors of the Company, and shall include all holder;" The Word "Shareholder" shall mean Shareholder, "ShareProprietor, 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 Corporation': And Corporation. The Expression "the Secretary" shall mean the "Secretary." of Act. ....In citing this Act in other Acts of Parliament Short Title in legal Instruments, it shall be sufficient to use the ression "The Companies Clauses Consolidation , 1845." which Por Act may be Acts. And whereas it may be convenient in some Cases Manner in corporate with Acts of Parliament hereafter to be tions of this ed, some Portion only of the Provisions of this Act; incorporated 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 incorted, (describing such Matter as it is described in Act in the Words introductory to the Enactment respect to such Matter",) 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 >ted by such Act, form Part of such Act; and such 1 see § 8, as to "Shareholders," (p. 62). 1 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 s," § 68; (VI. 66, 68.) 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. Distribution of Capital. Capital to be divided into Shares. Shares, Share Act shall be construed as if the Substance of such Clauses and Provisions were set forth therein with reference to the Matter to which such Act shall relate. And with respect to the Distribution of the Capital of the Company into Shares", be it enacted as follows: 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 Number*. 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. Registry of Shareholders: 66 9. The Company shall keep a Book, to be called the Register of Shareholders;" 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 And with respect to the conversion of shares into stock, see § 61 et seq. b 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. Person or Corporation; see interpretation of "Shareholder" in § 3 (p.61); and see § 9, 78, 137 as to joint shareholders. For a Form for such book, see Appendix. d § 9. See note, and § 78, 137, in reference to entry of names of joint shareholders, 8 § 6. ter; 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 tion of RegisCompany being affixed thereto; and such Authentica- to be scaled 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. General holders Ad 10. In addition to the said Register of Shareholders, Addresses: 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 Fees. required to be copied, the Company may demand a Sum not exceeding Sixpence'. of Shares to 11. On Demand of the Holder of any Share, the Certificates Company shall cause a Certificate of the Proprietorship be issued to 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 must have it done. d See note in p. 62. *See § 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 particulars 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. Share- |