Meetings of Quorum of tors could lawfully do, and which they shall from Time to Time think proper to intrust to them. 96. The said Committees may meet from Time to Time, and may adjourn from Place to Place, as they think proper, for carrying into effect the Purposes of their Appointment; and no such Committee shall exerCommittees. cise the Powers intrusted to them except at a Meeting at which there shall be present the prescribed Quorum, or if no Quorum be prescribed then a Quorum to be fixed for that Purpose by the general Body of Directors; Chairman of and at all Meetings of the Committees, One of the MemCommittee. bers present shall be appointed Chairman; and all binding: Questions at any Meeting of the Committee shall be Majority determined by a Majority of Votes of the Members preCasting vote. sent, and in case of an equal Division of Votes the Chairman shall have a casting Vote in addition to his Vote as a Member of the Committee. Contracts by 97. The Power which may be granted to any such Committee to make Contracts, as well as the Power of of Directors, the Directors to make Contracts on behalf of the Comentered into: pany, may lawfully be exercised as follows; that is to how to be Where Contracts required to be in writing under Seal; Where Contracts to be in writing and signed by parties; Parol Contracts. say, With respect to any Contract which, if made between With respect to any Contract which, if made between private Persons, would by Law be valid, although made by Parol only, and not reduced into Writing, such Committee or Directors may make such Contract on behalf of the Company by Parol only, without Writing; and in the same Manner may vary or discharge the same: for enforcing And all Contracts made according to the Provisions Proceedings herein contained shall be effectual in Law, and shall be Contracts. binding upon the Company and their Successors, and all other Parties thereto, their Heirs, Executors, or Administrators, as the Case may be; and on any Default in the Execution of any such Contract, either by the Company or any other Party thereto, such Actions or Suits may be brought, either by or against the Company, as might be brought had the same Contracts been made between private Persons only. to be entered by Chairman, further proof. 98. The Directors shall cause Notes, Minutes, or Proceedings Copies, as the Case may require, of all Appointments in Books; made or Contracts entered into by the Directors, and of Evidence, the Orders and Proceedings of all Meetings of the Com- when signed pany, and of the Directors and Committees of Directors, without to be duly entered in Books, to be from Time to Time provided for the Purpose, which shall be kept under the Superintendence of the Directors; and every such Entry shall be signed by the Chairman of such Meeting; and such Entry, so signed, shall be received as Evidence in all 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 Shareholders or Directors or Members of Committee respectively, or of the Signature of the Chairman, or of the Fact of his having been Chairman, all of which last-mentioned Matters shall be presumed, until the contrary be proved. 99. All Acts done by any Meeting of the Directors, Acts of Dior of a Committee of Directors, or by any Person acting invalidated as a Director, shall, notwithstanding it may be after- by informa wards discovered that there was some defect in the Ap- in appoint rectors not lity or defect ment or qualification. Directors not to be person pointment of any such Directors or Persons acting as aforesaid, or that they or any of them were or was disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director. 100. No Director, by being Party to or executing in ally liable. his Capacity of Director any Contract or other Instrument on behalf of the Company, or otherwise lawfully executing any of the Powers given to the Directors, shall be subject to be sued or prosecuted, either individually or collectively, by any Person whomsoever; and the Bodies or Goods or Lands of the Directors shall not be liable to Execution of any legal Process by reason of any Contract or other Instrument so entered into, signed, or executed by them, or by reason of any other lawful Act done by them in the Execution of any of their Indemnifica- Powers as Directors; and the Directors, their Heirs, Executors, and Administrators, shall be indemnified out of the Capital of the Company for all Payments made or Liability incurred in respect of any Acts done by them, and for all Losses, Costs, and Damages which they may incur in the Execution of the Powers granted to them; and the Directors for the Time being of the Company may apply the existing Funds and Capital of the Company for the Purposes of such Indemnity, and may, if necessary for that Purpose, make Calls of the Capital remaining unpaid, if any. tion of Directors. Auditors. Election of by Shareholders. Annual Elections. And with respect to the Appointment and Duties of Auditors, be it enacted as follows: 101. Except where by the special Act Auditors shall be directed to be appointed otherwise than by the Company, the Company shall, at the First Ordinary Meeting after the passing of the special Act, elect the prescribed Number of Auditors, and if no Number is prescribed Two Auditors, in like Manner as is provided for the Election of Directors"; and at the First Ordinary Meet § 83 et seq. ing of the Company in each Year thereafter, the Company shall in like Manner elect an Auditor to supply the Place of the Auditor then retiring from Office, according to the Provision herein-after contained"; and every Auditor elected as herein-before provided, being neither removed nor disqualified, nor having resigned, shall continue to be an Auditor until another be elected in his Stead. of Auditors. 102. Where no other Qualification shall be prescribed Qualification by the special Act, every Auditor shall have at least One Share in the Undertaking; and he shall not hold any Office in the Company, nor be in any other Manner interested in its Concerns, except as a Shareholder. Auditors. 103. One of such Auditors (to be determined in the Rotation of first instance by Ballot between themselves, unless they shall otherwise agree, and afterwards by Seniority), shall go out of Office at the First Ordinary Meeting in each Year; but the Auditor so going out shall be immediately Auditors rere-eligible, and after any such Re-election shall, with eligible. respect to the going out of Office by Rotation, be deemed a new Auditor. Office of Au 104. If any Vacancy take place among the Auditors Vacancies in in the course of the current Year, then at any General of Meeting of the Company the Vacancy may, if the Com- filled up by pany think fit, be supplied by Election of the Share- holders. holders. Share of 105. The Provision of this Act respecting the Failure Failure of of an Ordinary Meeting at which Directors ought to be Meeting for chosen shall apply, mutatis mutandis, to any Ordinary Auditor. Meeting at which an Auditor ought to be appointed. Accounts by Auditors: 14 106. The Directors shall deliver to such Auditors the Delivery of half-yearly or other periodical Accounts and Balance Directors to Sheet, Fourteen Days at the least before the ensuing days before Ordinary Meeting at which the same are required to be Meeting. produced to the Shareholders as herein-after provided. 107. It shall be the Duty of such Auditors to receive Duty of Auditors. Powers of may employ report, or from the Directors the half-yearly or other periodical Accounts and Balance Sheet required to be presented to the Shareholders, and to examine the same. 108. It shall be lawful for the Auditors to employ Auditors: such Accountants and other Persons as they may think persons, and proper, at the Expense of the Company; and they shall either make a special Report on the said Accounts, or simply confirm the same; and such Report or Confir mation shall be read, together with the Report of the Directors, at the Ordinary Meeting. confirm accounts. Accountability of Officers. Security to be taken intrusted And with respect to the Accountability of the Officers of the Company, be it enacted as follows: 109. Before any Person intrusted with the Custody from Officers or Control of Monies, whether Treasurer, Collector, or other Officer of the Company, shall enter upon his Office, the Directors shall take sufficient Security from him for the faithful Execution of his Office. with Money. Officers to account, on demand: 110. Every Officer employed by the Company shall from Time to Time, when required by the Directors, make out and deliver to them, or to any Person appointed by them for that Purpose, a true and perfect Account in Writing under his Hand of all Monies received by him on behalf of the Company; and such Account shall state how, and to whom, and for what with vouch- Purpose such Monies shall have been disposed of; and, together with such Account, such Officer shall deliver the Vouchers and Receipts for such Payments; and every such Officer shall pay to the Directors, or to any Person appointed by them to receive the same, all Monies which shall appear to be owing from him upon the Balance of such Accounts. ers; and to pay Balances. Summary 111. If any such Officer fail to render such Account, against Par- or to produce and deliver up all the Vouchers and ties failing to account, &c.; a§ 116-8. |