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Receipts relating to the same in his Possession or Power, or to pay the Balance thereof when thereunto required, or if for Three Days after being thereunto required he fail to deliver up to the Directors, or to any Person and to deliver appointed by them to receive the same, all Papers and the lopapers, Writings, Property, Effects, Matters, and Things, in his Possession or Power, relating to the Execution of this or the special Act, or any Act incorporated therewith, or belonging to the Company, then, on Complaint Proceedings thereof being made to a Justice, such Justice shall sum- licero mon such Officer to appear before Two or more Justices at a Time and Place to be set forth in such Summons, to answer such Charge; and upon the Appearance of such Officer, or in his Absence upon Proof that such Summons was personally served upon him, or left at his last known Place of Abode, such Justices may hear and determine the Matter in a Summary Way, and may adjust and declare the balance owing by such Officer; and if it appear, either upon Confession of such Officer, Balances or upon Evidence, or upon Inspection of the Account, covered by that any Monies of the Company are in the Hands of distress or such Officer or owing by him to the Company, such imprison Justices may order such Officer to
and if he fail to pay the Amount, it shall be lawful for such Justices to grant a Warrant to levy the same by Distress, or, in default thereof, to commit the Offender to Gaol, there to remain without Bail for a Period not exceeding Three Months, unless the same be sooner paid.
112. If any such Officer refuse to make out such Officer reAccount in Writing, or to produce and deliver to the acconsenton Justices the several Vouchers and Receipts relating thereto, or to deliver up any Books, Papers, or Writings, may be imProperty, Effects, Matters, or Things, in his Possession until he does. or Power, belonging to the Company, such Justices may lawfully commit such Offender to Gaol, there to remain until he shall have delivered up all the Vouchers and Receipts, if any, in his Possession or Power, relating to such Accounts, and have delivered up all
ment for 3 months.
account ordeliver up Documents, &c.,
Where reason to believe the Officer about to abscond, a
Books, Papers, Writings, Property, Effects, Matters, and Things, if any, in his Possession or Power, belonging to the Company.
113. Provided always, that if any Director or other Person acting on behalf of the Company shall make
Oath that he has good Reason to believe, upon Grounds Warrant may to be stated in his Deposition, and does believe, that it the first in- is the Intention of any such Officer as aforesaid to
abscond, it shall be lawful for the Justice before whom the Complaint is made, instead of issuing his Summons, to issue his Warrant for the bringing such Officer before such Two Justices as aforesaid; but no Person executing such Warrant shall keep such Officer in Custody longer than Twenty-four Hours, without bringing him before some Justice; and it shall be lawful for the Justice before whom such Officer may be brought either to discharge such Officer, if he think there is no sufficient Ground for his Detention, or to order such Officer to be detained in Custody, so as to be brought before Two Justices at a Time and Place to be named in such Order, unless such Officer give Bail to the Satisfaction of such Justice for his Appearance before such Justices
to answer the Complaint of the Company. Sureties not
114. No such Proceeding against or Dealing with discharged by such pro- any such Officer as aforesaid shall deprive the Company
of any Remedy which they might otherwise have against such Officer, or any Surety of such Officer.
Accounts to be kept.
And with respect to the keeping of Accounts, and the Right of Inspection thereof by the Shareholders, be it enacted as follows:
115. The Directors shall cause full and true Accounts to be kept of all Sums of Money received or expended on account of the Company by the Directors and all Persons employed by or under them, and of the Matters and Things for which such Sums of Money shall have been received or disbursed and paid.
116. The Books of the Company shall be balanced Books to be at the prescribed Periods, and if no Periods be pre- prescribed scribed, Fourteen Days at least before each Ordinary periods : Meeting ; and forthwith on the Books being so balanced, an exact Balance Sheet shall be made up, which shall exhibit a true Statement of the Capital Stock, Credits, Particulars and Property of every Description belonging to the be stated. Company, and the Debts due by the Company at the Date of making such Balance Sheet, and a distinct View of the Profit or Loss which shall have arisen on the Transactions of the Company in the course of the preceding Half Year; and previously to each Ordinary AuthenticaMeeting, such Balance Sheet shall be examined by the tion of Directors, or any Three of their Number, and shall be Directors. signed by the Chairman or Deputy Chairman of the Directors.
117. The Books so balanced, together with such Accounts to Balance Sheet as aforesaid, shall, for the prescribed Inspection Periods,—and if no Periods be prescribed, for Fourteen holder or at Days previous to each Ordinary Meeting, and for One stated Month thereafter,—be open for the Inspection of the 14 days beShareholders, at the principal Office or Place of Business month after, of the Company': but the Shareholders shall not be Ordinary entitled at any Time, except during the Periods afore- But not at said, to demand the Inspection of such Books, unless in other times, virtue of a written Order signed by Three of the Directors.
118. The Directors shall produce to the Shareholders Audited assembled at such Ordinary Meeting the said Balance de produced Sheet, applicable to the Period immediately preceding it the Moetsuch Meeting, together with the Report of the Auditors thereon, as herein-before providedo.
119. The Directors shall appoint a Book-keeper to Book-keeper: enter the Accounts aforesaid in Books to be provided access to for the Purpose; and every such Book-keeper shall Accounts at permit any Shareholder to inspect such Books, and to Times :
* $ 66, as to periods of Ordinary Meeting, (p.83.)
And see & 119; penalty on Book-keeper for refusal to permit inspection during such periods (p. 102).
• 8 108 (p. 98).
Distribution to be pre
take Copies or Extracts therefrom, at any reasonable Time during the prescribed Periods, and if no Periods be prescribed during One Fortnight before and One Month after every Ordinary Meeting; and if he fail to permit any such Shareholder to inspect such Books, or take Copies or Extracts therefrom during the Periods aforesaid, he shall forfeit to such Shareholder for every such Offence a Sum not exceeding Five Pounds.
And with respect to the making of Dividends, be it
enacted as follows: Previously to 120. Previously to every Ordinary Meeting at which of Dividends, a Dividend is intended to be declared", the Directors as Statement shall cause a Scheme to be prepared, showing the Proproposed fits, if any, of the Company for the Period current since
the preceding Ordinary Meeting at which a Dividend exhibited at was declared, and apportioning the same, or so much Meeting.
thereof as they may consider applicable to the Purposes of Dividend, among the Shareholders, according to the Shares held by them respectively, the Amount paid thereon, and the Periods during which the same may have been paid; and shall exhibit such Scheme at such Ordinary Meeting; and at such Meeting, a Dividend
may be declared according to such Scheme. Dividend not 121. The Company shall not make any Dividend to as to roo whereby their Capital Stock will be in any degree duce Capital: reduced: Provided always, that the Word “Dividend” Proviso.
shall not be construed to apply to a Return of any Portion of the Capital Stock, with the Consent of all the Mortgagees and Bond Creditors of the Company, due Notice being given for that Purpose at an Extraordinary Meeting to be convened for that Object.
122. Before apportioning the Profits to be divided
among the Shareholders, the Directors may, if they Contingen- A § 91.
(p. 92.) • The Directors may thus apportion the profits and divide the Balance, in the scheme required by $ 120 to be prepared and submitted by them to the Ordinary General Meeting of Shareholders: but under 8 91 the power of declaring dividends can be exercised only by and at a General Meeting of the Company, (p. 92.)
Calls paid on bis shares.
think fit, set aside thereout such Sum as they may think proper, to meet Contingencies, or for enlarging, repairing, or improving the Works connected with the Undertaking, or any Part thereof; and may divide the Balance only among the Shareholders.
123. No Dividend shall be paid in respect of any shareholder Share until all Calls then due in respect of that and not to receive every other Share held by the Person to whom such unless a!! Dividend may be payable shall have been paid.
And with respect to the making of Bye Laws", be it Bye Laws. enacted as follows:
124. It shall be lawful for the Company, from Time Power to to Time, to make such Bye Laws as they think fit, for Laws for the Purpose of regulating the Conduct of the Officers Officers and and Servants of the Company, and for providing for the for managedue Management of the Affairs of the Company in all Company: respects whatsoever, and from Time to Time to alter or repeal any such Bye Laws and make others; provided such Bye Laws be not repugnant to the Laws of that Part of the United Kingdom where the same are to have effect, or to the Provisions of this or the special Act: and such Bye Laws shall be reduced into Writing, and shall have affixed thereto the Common Seal of the Com- Bye Laws to pany; and a Copy of such Bye Laws shall be given to every Officer every Officer and Servant of the Company affected affected. thereby
125. It shall be lawful for the Company, by such Fines for Bye Laws, to impose such reasonable Penalties upon all Breacha wa
. Persons, being Officers or Servants of the Company, offending against such Bye Laws, as the Company think fit, not exceeding Five Pounds for any One Offence.
126. All the Bye Laws to be made by the Company Byo Laws to shall be so framed as to allow the Justice before whom be so framed * See note b in p. 102.
and copy of
mitigated. See provisions as to Bye Laws for Railways, in 8 108 et seq. of 8 Vic. c. 20, the Railways Clauses Consolidation Act, 1845: (VII. 108 et seq.)
And see § 145 as to publication of Penalties imposed by Bye Laws on others than the Company's servants, &c. (p. 109.)
ties may be