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Dublin Gazette, and in Two Newspapers in common circulation in the City of Dublin; and as to Railways to be made in Scotland, the said Notice shall also be advertised in the Edinburgh Gazette and in Two Newspapers in common circulation in the City of 5 Edinburgh.

And be it Enacted, That every Notice of Meeting shall specify the day, hour, place and purpose of Meeting; and the parties entitled to be present at such Meeting shall be the persons producing the shares, scrip or receipts hereinafter defined or the proxies after 10 mentioned.

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7.

And be it Enacted, That every Meeting so called shall elect a Chairman. Chairman within One Hour of the time appointed for holding such Meeting, and that the person to be in the Chair at every such Meeting shall be some Member of the Committee, to be elected by a majority 15 of the Members of the Committee present at the Meeting, and in case the Votes of the Members of the Committee present shall be equally divided, or if from any cause there shall be no Member of the Committee so elected, then some Shareholder entitled to vote shall be elected by the Meeting; and every person present, either in 20 respect of shares or of a proxy, shall have One Vote only for the election of the Chairman and Scrutineers; and every Chairman shall have a casting Vote, in addition to any other Vote which he may be entitled to; and if any such Chairman shall refuse to give his casting Vote on the question of Dissolution or Bankruptcy as after men25 tioned, the question shall be considered as carried in the affirmative for Dissolution or Bankruptcy.

And be it Enacted, That the Chairman at every such Meeting shall be bound to put to the Meeting any question proposed for the Dissolution of the Company, or as to the Bankruptcy thereof, and 30 also as to the election of Scrutineers, and that no business shall be transacted at any such Meeting other than the consideration of any such question so proposed, and the election of a Chairman and Scrutineers.

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9.

And be it Enacted, That immediately after the election of a Scrutineers. 35 Chairman the Meeting shall proceed to elect as Scrutineers Three

Shareholders in the Company, whose business it shall be to verify as after mentioned and take the Votes of the Shareholders entitled to vote, and cast up and declare the same, and the decision in writing of them or of any Two of them shall be final in all respects.

And be it Enacted, That in case it shall be discovered by or shown to the Scrutineers that the Chairman at any Meeting is not 288.

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entitled

10.

Case of the

Chairman

not being

entitled to vote.

11.

Adjournment of Meetings in case Quorum after mentioned shall not be present.

12.

Who to vote.

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entitled to vote as a shareholder, it shall be lawful for the Meeting
either to elect a new Chairman or to maintain such existing Chairman,
but such Chairman so maintained in office shall not thereby acquire
the right of voting as a shareholder, or of giving a casting vote;
and in case the votes shail be equally divided, the resolutions shall
be considered as carried in the affirmative for the Dissolution and as
to the Bankruptcy of the Company: Provided always, That all votes,
acts and deeds by any Chairman not entitled to vote, or by the
Meeting presided over by him, given or done before the discovery of
his not being so entitled, or given afterwards if he be so maintained, 10
shall be valid and effectual; and, as regards the election of Chairman
and Scrutineers by the votes of the parties present, and producing
scrip or proxies, no objection after the election shall be made on its
being shown that they were not entitled to be present.

And be it Enacted, That at any such Meeting as aforesaid, in the 15 event of the prescribed Quorum after mentioned not being present and voting at such Meeting, then the Chairman shall cause the votes of the persons constituting the said Meeting to be taken and recorded, and shall then adjourn the same to be held at the same place, and at a day to be declared by the Chairman, such day not being less than 20 Three Days and not more than One Week from the original day of Meeting, such day and the time of Meeting in the meantime, as regards any Meeting held in London or Westminster, being advertised Twice in each of Three London daily Newspapers, and in the case of a Meeting held at Edinburgh, Twice in Two Edinburgh Newspapers, 25 and in the case of a Meeting held in Dublin, Twice in Two Dublin Newspapers; and at such adjourned Meeting the votes of such persons constituting the same as had not voted at the original Meeting shall be taken and recorded, and the total amount of votes given at the original and adjourned Meeting shall be received as if given at one 30 and the same Meeting.

And be it Enacted, That the only persons entitled to be present and vote at any such Meeting as shareholders (except as to the appointment of a Chairman and Scrutineers) shall be those persons who shall for the time being be in possession of and produce certificates or 35 receipts declaring parties entitled to shares in any Company, or acknowledging the receipt of a deposit in such Company, usually termed "Scrip" or "Receipts" for deposits on shares, and that notwithstanding the party in possession may not be the party to whom the same was originally granted, or that the same may not have been 40 legally assigned to the party in possession, or notwithstanding the same may be possessed by the holder as a mere mortgagee, or in any other manner, or the same may be subject to any charge or lien, and which parties are by this Act called "Shareholders:" Provided that

nothing

5

nothing herein contained shall authorize more than One Vote either for Dissolution or Bankruptcy to be given in respect of the same share, notwithstanding any transfer or delivery of such share, after a vote shall have been given in respect thereof.

And be it Enacted, That every Shareholder shall be entitled to One Vote in respect of every share held by him, or in respect of which scrip or receipts may have been issued or deposits paid, and that all Shareholders producing such shares, scrip or receipts shall be entitled to attend Meetings and to appoint proxies according to the form con19 tained in the Schedule hereunto annexed, or in some form to the like effect Provided always, and be it Enacted, That the fact of any such party attending any such Meeting shall not in anywise increase or alter, either in law or equity, his rights or liabilities.

And be it Enacted, That the appointment of any such proxy shall 15 be signed by the party appointing the same before a Master or Master Extraordinary of the Court of Chancery in England or Ireland, or a Justice of the Peace in England or Ireland, or before a Sheriff or Sheriff Depute or Justice of the Peace in Scotland, or where such shares, scrip or certificate shall be in possession of any parties 20 beyond seas, the said proxy shall be signed as aforesaid before any

25

30

of Her Majesty's Consuls or Vice Consuls or a Notary Public; and that, on signing the same, the share, scrip or receipt in respect of which the proxy is intended to be appointed shall be produced to the Master, Justice, Sheriff, Sheriff Depute, Consul, Vice Consul or Notary Public; and the number of the shares or the number of shares referred to in such scrip or receipt, and the name of the party entitled, shall be ascertained and verified with the number and name stated in the appointment of proxy, before such Master, Sheriff, Sheriff Depute, Justice, Consul, Vice Consul or Notary Public.

And be it Enacted, That to constitute a Meeting under the provisions of this Act for the purpose of deciding on a Dissolution or Bankruptcy, persons representing at least One third part of the shares in the Undertaking actually issued or given, either as shares, scrip or receipts, must be present and vote; and that for the purpose of 35 effecting a Dissolution, and the mode thereof, there must be either a majority of the votes of the whole scrip of the Company issued as aforesaid, or at least Three-fifths of the votes of persons present and voting, either as shareholders or proxies, in favour of the motion for Dissolution, and the Bankruptcy, if so resolved on.

40

And be it Enacted, That the Chairman at every such Meeting shall sign a minute of the proceedings, and that every minute so signed shall be advertised within the shortest possible time in the same papers as.

288.

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those

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those in which notice of the original Meeting is hereinbefore required Penalty false. to be given; and a copy of the London Gazette containing the advertisement of such minute shall be evidence of the Meeting having been duly called and held, and of the resolutions recorded having been duly passed by the majorities therein mentioned; and such minutes shall be countersigned by at least Two of the Three Scrutineers aforesaid; and that any party signing minutes false or incomplete in any material particular, or any person who shall insert or cause to be inserted in the London Gazette any advertisement under the present Clause, knowing the same to be false in any material particular, shall be guilty of a Misdemeanor.

17.

Place of
Meeting.

18. No Votes except for Scrip, &c., actually issued on 31st day of

5

10

And be it Enacted, That as regards all projected Railways as aforesaid, any portion of the intended Line of which is situate in England or Wales, the Meeting aforesaid may be held, as shall be specified in the notice calling the same, either in the cities of London or West- 15 minster, or at the registered place of business of the Company; or as regards any Railways any portion of the intended Line of which is situate in the counties of Lancaster or Chester, such Meeting may be held at Manchester or Liverpool, notwithstanding that the registered place of business may not be at either of such places; or 20 as regards any Railways any portion of the intended Line of which is situate in the county of York, such Meetings may be held at York or Leeds, notwithstanding that the registered place of business may not be at either of such places; that as regards Railways situate in Ireland, the Meetings may be held either in London or Dublin, or at 25 the registered places of business, as shall be specified in the notice; and that as regards Railways situate in Scotland, the Meetings may be held either in London or Edinburgh, or at the usual places of business, as shall be specified in the notice.

And be it Enacted, That no parties shall be entitled to vote, 30 except in respect of scrip, receipts or shares actually issued or given before the Thirty-first day of March One thousand eight hundred and March 1846. Forty-six, and that the shares, scrip or receipts actually issued or given shall for the purposes of this Act be taken to constitute the whole number of shares in the Undertaking, although the Contract may 35 have provided that the Undertaking shall consist of a greater number; Mode of ascer- and that for the purpose of ascertaining the number of shares, scrip or receipts actually issued or given, the Committee of any projected Railway Company shall, within Twelve Days after the passing of this Act, be bound to send in unto the Registrar of Joint Stock Com- 40 panies a return in writing, under the hand of any Member of such Committee, specifying the number of shares, scrip or receipts actually issued or given as aforesaid, the amount of each share, and of the deposit paid or to be paid thereon; and that in case such return shall

taining the

Issues.

shall not be so sent in within the aforesaid period, every Member of

the Committee shall forfeit the sum of

Pounds, to be re

c. 110.

covered in like manner as any penalty under the Act, intituled, “An 7 & 8 Vict. Act for the Registration, Incorporation and Regulation of Joint Stock 5 Companies," is recoverable.

And be it Enacted, That the Registrar of Joint Stock Companies shall, within Six Days from the passing of this Act, send to the registered place of business of every such Company a notice in writing under his hand requiring such return to be made; but 10 the omission to send any such notice by the Registrar shall not exempt the Committee of any such Company from the penalties aforesaid; and every person shall be at liberty to inspect any returns made to the Registrar under this Act; and no proceedings at any Meeting shall be invalidated by reason of any defect or error in such return, 15 but any party making such return knowing it to be false shall be guilty of a Misdemeanor: Provided nevertheless, That if by any reason whatever such return of the number of shares, scrip or receipts actually issued shall not be made within One calendar Month from the passing of this Act, then a Meeting may be called 20 and held under the provisions of this Act, and may resolve on Dissolution or Bankruptcy as by this Act is provided, if persons representing shares as before defined, equal to, at least, One-third part of the whole Capital of the Undertaking, are present and vote; and any such Meeting shall have the same powers as before con25 ferred on a Meeting representing One-third of the shares actually issued as aforesaid.

19. Registrars of Joint Stock Companies to require Issues.

return of

20.

decide whether Dissolu

And be it Enacted, That, in addition to the question of Dissolution, Meeting to it shall be imperative on the Meeting to decide whether such Dissolution shall or shall not be taken to be an act of bankruptcy for the 30 purpose of having the affairs of the Company wound up under the provisions of the Act after mentioned.

And be it Enacted, That in case the Meeting shall resolve that the affairs of the Company shall not be so wound up, then (subject to the power hereinafter given to the Committee and to creditors of the 35 Company to petition for a Fiat) the affairs of the said Company shall be wound up according to the rules applicable to the dissolution of partnership undertakings, and as if the Undertaking had been dissolved by mutual consent.

Provided always, and be it Enacted, That the resolution to dis40 solve the Company, or the actual dissolution thereof, shall not alter or affect the rights of creditors or other persons not being Shareholders in the Company, nor any engagements whatsoever which the Com288.

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mittee

tion shall be Bankruptcy.

an act of

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