5 8. Commission ers for the Reduction of the National And be it Enacted, That the Commissioners for the Reduction of the National Debt shall cause to be made up, for examination and audit, an annual account, to the Thirty-first day of December in each year, of the receipts, payments and balances on the said account so directed to be kept by them in respect of the said Public Works Loan Fund for Fund as aforesaid, and shall deliver the same to the Commissioners for Auditing the Public Accounts at Somerset Place. And be it Enacted, That all and every the several clauses, powers, authorities, provisoes, enactments, directions, regulations, restrictions, 10 privileges, priorities, advantages, penalties and forfeitures contained in the said recited Acts, or any of them, so far as the same can be made applicable and are not varied by this Act, shall be taken to extend to this Act, and to every thing to be done in pursuance of this Act, and as if such clauses, powers, authorities, provisoes, enactments, 15 directions, regulations, restrictions, privileges, priorities, advantages, penalties and forfeitures were herein repeated and set forth. nish Annual Account of audit. And be it Enacted, That this Act may be amended or repealed by Act may be any Act to be passed during the present Session of Parliament. amended or repealed. A BILL For facilitating the Winding-up of the Affairs of Companies formed for making Railways, and which shall not have obtained the Authority of Parliament. [Note.-The Words printed in Italics are proposed to be inserted in the Committee.] W registered HEREAS many Companies formed for making Railways, Preamble: and many Companies projected for the like purposes, and which have been provisionally registered under the Act of the Companies seventh and eighth years of Her present Majesty, for the Registra5 tion, Incorporation and Regulation of Joint Stock Companies, have failed to apply to Parliament, or, having so applied, have failed or may fail during the present Session to obtain the Authority of Parliament for their respective Undertakings: And whereas it is expedient that facilities should be given to the 10 Shareholders of such Companies to enforce the winding up of the affairs thereof; BE it therefore Enacted, by The QUEEN's most Excellent MAJESTY, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, 15 and by the Authority of the same, THAT where any Company formed or projected for the purpose of making any Railway, and registered on or before the First day of November One thousand eight hundred and Forty-five, under the said recited Act, shall not have obtained the Authority of Parliament before the end of this present Session, it 20 shall be lawful in every such case (notwithstanding any clause or provision in any subscribers' or other contract or agreement providing for or authorizing an application or renewed application to Parliament in any 241. A under 7 & 8 Vict. failing to obtain Aets. 2. Prescribing mode of requisition. 3. Directors to call meeting accordingly, or in default, Shareholders may call meeting, 4. any subsequent Session) for any Five or more Shareholders of such 5 10 And be it Enacted, That any requisition for the purposes aforesaid may be given in writing, signed by the shareholders making the same, and delivered to the Secretary of such Company, or to any one or more of the Directors thereof, or left at the office or last usual place of business of such Company, or at the last usual place of abode of such Director, or published by advertisement in the London Gazette and in some daily newspaper published in London or West- 15 minster. And be it Enacted, That the Directors shall within Ten Days after the delivery or publication of such requisition as aforesaid, by notice in the London Gazette and in some daily newspaper published in London or Westminster, call a meeting of the shareholders of such 20 Company, to be held on some day being not less than Fourteen nor more than Twenty-eight Days after the publication of the notice calling such meeting, for the purpose of electing a Committee for winding up the affairs of such Company; and in case the Directors shall refuse or shall for the space of Ten Days after the delivery or 25 publication of such requisition as aforesaid neglect to call such meeting of shareholders, it shall be lawful for the persons by whom such requisition shall have been made or any of them, by such notice as aforesaid, to call such meeting to be held within the time aforesaid. After requiAnd be it Enacted, That after such requisition shall be so delivered sition for or published as aforesaid, it shall not be lawful for the Directors, or any meeting, Directors not to of them, to make any payments out of the monies of such Com continue to act. 5. Holders of scrip or banker's re pany, nor to enter into any contracts or engagements on behalf of such Company, or affecting the property thereof, nor to issue any shares or scrip of or representing the capital stock of such Company or any part thereof, or otherwise to act in relation to the affairs of the said Company otherwise than in accordance with the provisions of this Act. And be it Enacted, That all persons holding the scrip or certificates of shares in any such Company, or the banker's receipts for ceipts to vote deposits paid in respect of such shares, shall for the purposes of this Act be considered as shareholders, whether they shall or shall not have at meetings, 30 35 40 5 have signed the Subscribers' Agreement or Parliamentary Contract executed with reference to such Company, or shall or shall not have been registered under the said recited Act; and the possession and production of any such scrip or certificate or banker's receipt shall be primâ facie evidence of the title of the person possessing and producing the same; and every Shareholder shall be entitled to such number of votes at such meeting as he would have been entitled to in respect of the number of his shares under the "Companies Clauses Consolidation Act, 1845," in case the Company had been incorporated 10 by Act of Parliament, and no scale of voting had been prescribed by the special Act. 15 25 And be it Enacted, That it shall be lawful for the Shareholders at such meeting to elect Scrutineers and a Chairman, and to adjourn from time to time, so that the last adjournment thereof be not more than Fourteen Days from the day of the first meeting, and to elect at such meeting, or some such adjournment thereof, any Seven more persons of their number to be a Committee for winding up the affairs of such Company. or And be it Enacted, That the Committee of Shareholders so elected, 20 and the survivors of them or any Three of them, shall have full power and authority to wind up the affairs of such Company as upon a dissolution thereof, and for that purpose in the name of the Company or of the Directors thereof, or of any person or persons with whom, as trustees or otherwise on behalf of the said Company, covenants or agreements may have been entered into, to demand and enforce as against all persons, whether shareholders or others, payment and delivery of any monies and property owing or belonging to the Company, or which might be recovered for the use of the Company, and convert into money the property of the Company not consisting of money, as they shall think fit; and out of the monies of the Company to pay any debts owing by the Company, and to adjust and settle all accounts depending between the Company and any other Company or persons, and to compound, compromise or submit to arbitration any disputes between the Company and any other Com35 pany or persons, and generally to act in relation to the affairs of such Company, for the liquidation and settlement thereof, as they may think fit, and for any of the purposes aforesaid to employ any of the agents or servants of the Company, or any other agents or persons, at such remuneration as they shall think fit. 30 40 And be it Enacted, That the said Committee shall, after they shall have paid and discharged or settled or provided for all debts and claims upon or owing by the Company, and all expenses attending the execution of the trusts or powers of this Act in relation to such Residue after payment of expenses to rateably among parties Company, entitled, be divided |