and the Number of the Shares, or the Number of Shares referred to in such Scrip or Receipt, and the Name of the Company, shall be ascertained and verified, with the Number and Name of the Company stated in the Appointment of Proxy, before such Master, Sheriff, Sheriff Substitute, Justice, Consul, Vice Consul, or Notary Public.

XV. And be it enacted, That to constitute a Meeting under Number of Perthe Provisions of this Act for the Purpose of deciding on a Dis- sons, &c. necessolution or Bankruptcy, Persons representing at least One Third sary to constitute a Meeting. 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 effecting a Dissolution, and as to Bankruptcy, 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 for the Bankruptcy, if so resolved on.

Majority must
consist of at least
Three Fifths of
Persons present.

be advertised.

XVI. And be it enacted, That the Chairman at every such Minutes of Meeting shall sign a Minute of the Proceedings, and that every Proceedings to Minute so signed shall be advertised within the shortest possible Time in the same Papers as those in which Notice of the original Meeting is herein-before required to be given; and a Copy of the London Gazette London Gazette containing the Advertisement of such Minute to be Evidence. 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 counter

signed by at least Two of the Three Scrutineers aforesaid; and Penalty on that any Party signing Minutes false or incomplete in any material signing false Particular, or any Person who shall insert or cause to be inserted Minutes, &c. 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; and the Minute directed to be advertised shall also be registered with the Registrar of Joint Stock Companies, without any Fee being chargeable for such Registration.

in Notice.

XVII. And be it enacted, That as regards all projected Rail- Places of Meetways as aforesaid any Portion of the intended Line of which is ings shall be situate in England or Wales, the Meeting aforesaid may be held, held as specified as shall be specified in the Notice calling the same, either in London or Westminster, 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 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 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. XVIII. And

M 3

No Votes allow

ed except for

Scrip, &c. ac

given before31st March 1846.

Mode of ascertaining the

Issues.

XVIII. And be it enacted, That no Parties shall be entitled to vote except in respect of Scrip, Receipts, or Shares actually issued or given before the Thirty-first Day of March One thousand eight tually issued or hundred and 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 have provided that the Undertaking shall consist of a greater Number; and that for the Purpose of ascertaining the Number of Shares, Scrip, or Receipts actually issued or given, the Committee of every projected Railway Company to which the Powers given by this Act apply (except in regard to Railways to be made in Scotland) shall, within Twelve Days after the passing of this Act, be bound to send in unto the Registrar of Joint Stock Companies 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 not be so sent in within the aforesaid Period, every Member of the Committee shall forfeit a Sum not exceeding Twenty Pounds, to be recovered in 7&8 Vict. c.110. like Manner as any Penalty under the Act intituled An Act for the Registration, Incorporation, and Regulation of Joint Stock Companies, is recoverable.

Registrars of Joint Stock Companies to require Return of Issues, but Omission of Registrar to send

Notice not to exempt Committee from Penalties.

Committees in
Scotland to
lodge a Re-

turn with the
Sheriff Clerk
of Edinburgh
within 12 Days
from passing of

this Act.

Penalty for not lodging Return.

The Sheriff
Clerk to give

XIX. 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 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 on Payment of a Fee of Two Shillings and Sixpence; and the Certificate of the said Registrar, under his Seal of Office, as to the total Amount of the Shares, Scrip, or Receipts, shall be Evidence as to the Amount specified in such Return, and for such Certificate a Fee of Two Shillings and Sixpence shall be paid; and no Proceedings at any Meeting shall be invalidated by reason of any Defect or Error in such Return, but any Party making such Return knowing it to be false shall be guilty of a Misdemeanor.

XX. And be it enacted, That in regard to projected Companies for Railways to be made in Scotland the Committee of every such Company to which the Powers given by this Act apply shall, within Twelve Days after the passing of this Act, be bound to lodge with the Sheriff Clerk of the Shire of Edinburgh a Return in Writing under the Hand of a Quorum of such Committee, or of every Member thereof, specifying the Number of Shares, Scrip, or Receipts actually issued or given as aforesaid, the Amount of each Share, and the Deposit paid or to be paid thereon; and that in case such Return shall not be lodged within the aforesaid Period every Member of such Committee shall forfeit a Sum not exceeding Twenty Pounds, to be recovered by summary Petition to the Court of Session at the Instance of the said Sheriff Clerk.

XXI. And be it enacted, That the said Sheriff Clerk shall, within Six Days after the passing of this Act, cause to be published

issued Scrip, &c.

to be made.

lished in the Edinburgh Gazette, and in Two Newspapers in com- Notice by Admon Circulation in the City of Edinburgh, a Notice by him vertisement for requiring such Returns to be made; and every Person shall be Returns of at liberty to inspect any Returns made to the Sheriff Clerk; and no Proceeding at any Meeting shall be invalidated by reason of Defect or Error in any such Return, but any Party making such Return, knowing it to be false, shall be held to be guilty of Falsehood and Fraud, and shall be liable to Prosecution and Punishment accordingly; and the necessary Expences of the Sheriff Clerk in regard to such Returns and Notices shall be paid by the several Committees making or bound to make Returns, and shall be recovered in such Amount from each of such Committees as the Sheriff of the Shire of Edinburgh shall by a Writing under his Hand fix and determine.

XXII. Provided always, and be it enacted, 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 and held under the Provisions of this Act, and may resolve on Dis solution 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 conferred on a Meeting representing One Third of the Shares actually issued as aforesaid.

In default of Return Meeting may be called,

which must re

present One

Third of Capital of the Company.

tion to be an Act of Bankruptcy.

XXIII. And be it enacted, That, in addition to the Question Meeting to deof Dissolution, it shall be imperative on the Meeting to decide cide if Dissolu. whether such Dissolution shall or shall not be taken to be an Act of Bankruptcy for the Purpose of having the Affairs of the Company wound up under the Provisions of the Act after mentioned; but this Provision shall not extend to the Case of Railways to be made in Scotland.

up,

XXIV. And be it enacted, That in case the Meeting shall resolve that the Affairs of the Company shall not be so wound or in the Case of a Railway to be made in Scotland if the Majority shall resolve in favour of Dissolution, then (subject to the Power herein-after given to the Committee and to Creditors of the 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.

Scotland exempted.

If Meeting de

cide that Affairs

shall not be so

like ordinary Partnerships.

wound up, then

of Creditors.

XXV. Provided always, and be it enacted, That the Resolution Dissolution not to dissolve the Company, or the actual Dissolution thereof, shall to affect Rights not alter or affect the Rights of Creditors or other Persons not being Shareholders in the Company, nor any Engagements whatsoever which the Committee may have entered into, and shall not affect any Suits pending before the passing of this Act.

XXVI. And be it enacted, That where any Meeting called to If Dissolution consider the Question of Dissolution shall have determined the rejected, no Question of the Dissolution of the Company in the Negative, no Mecting to be called for Six new Meeting shall be called to consider the Question of Dissolution, or any Matter relating thereto, until the Lapse of Six Months from the Day in which the Question was last resolved in the Negative.

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XXVII. And

Months.

Any Three of the Committee, or any Creditor or Creditors, may petition for a Fiat in Bankruptcy.

On issuing of
Fiats, Compa-

nies to be subject

to the Provisions of the Acts for winding up the Affairs of Joint

Stock Com

panies.

XXVII. And be it enacted, That it shall be lawful for any Three of those who were of the Committee of any Company so dissolved, at any Time after the Dissolution thereof shall have been resolved, or for any Creditor or Creditors of such Company to such Amount as is now by Law requisite to support a Fiat in Bankruptcy in England and Ireland, or a Sequestration in Scotland, within Three Months after the Dissolution thereof shall have been resolved, to petition that a Fiat in Bankruptcy may issue against such Company if in England or Ireland, or that the Estates of the Company may be sequestrated if in Scotland.

XXVIII. And be it enacted, That upon the Production of a Copy of the London Gazette containing the Resolution of any such Meeting as aforesaid, whereby it shall be resolved that the Dissolution of the Company shall be an Act of Bankruptcy, or upon the Petition of any Three of the Committee as aforesaid, or of any Creditor under the last preceding Clause, a Fiat in Bankruptcy shall issue against such Company by the registered Name or Style of such Company; and the Company shall thereupon be deemed to be within the Provisions of an Act passed in the Seventh and 7&8 Vict. c.111. Eighth Years of the Reign of Her present Majesty, intituled An Act for facilitating the winding up of Joint Stock Companies unable to meet their pecuniary Engagements; and of another Act passed in the Eighth and Ninth Years of the Reign of Her present 8 & 9 Vict. c. 98. Majesty, intituled An Act to facilitate the winding up of Joint Stock Companies in Ireland unable to meet their pecuniary Engagements, in all respects as if a Fiat in Bankruptcy had issued against it under the said Act before its Dissolution; but this last Provision not to extend to Scotland.

Sequestration of
Estates of dis-

solved Scotch
Railway Com-
panies may be

awarded.

As to new

Railways by

XXIX. And be it enacted, That if the Company be a Company for making a Railway or Railways in Scotland Sequestration of the Estates of such Company shall be awarded on Petition for Sequestration in common Form presented in Name of any Three of the Committee, or of any Creditor or Creditors of such Company to such Amount and on such Evidence of Debt or Debts of such Creditor or Creditors as is now by Law requisite for obtaining Sequestration of the Estates of any Company liable to Sequestration, there being always produced along with the Petition for Sequestration a Copy of the London or Edinburgh Gazette containing the Resolution whereby the Dissolution of the Company shall have been resolved upon; and such Sequestration being so awarded, shall be followed out in regard to the Election of an Interim Factor and Trustee and Commissioners, and in regard to the Proof and ranking of Debts, the Recovery and Distribution of the Estate, and all other Matters necessary thereto, in the same Manner and by the same Course of Procedure, as nearly as may be, as is by Law provided in Cases of Sequestration of the Estates of Trading Companies in Scotland: Provided always, that such Sequestration shall not extend to or affect the Estates of the individual Partners of the Company, nor preclude the Rights or Remedies otherwise competent by Law to the Creditors of such Company against the individual Partners thereof, or the Estates of such individual Partners.

XXX. And be it enacted, That when any Company for making any Railway, actually incorporated before the passing of this Act,

shall

shall have agreed to form any new or other Railway or an Ex- incorporated tension thereof, and in respect of which a new or further Capital Companies. shall have been agreed to be raised or contributed, and Shares as herein-before defined shall have been issued or otherwise appropriated, and Deposits paid thereon, then such Company or Partnership (as regards the new Undertaking) shall in all respects be considered as a Company or Undertaking within the Provisions of this Act; and Meetings shall be held, and Shareholders entitled to Shares as aforesaid in the new Undertaking shall in manner herein-before provided have Power to dissolve such new Undertaking, and to decide as to Bankruptcy, in all respects as is provided with regard to the Companies herein-before mentioned or defined.

XXXI. And be it enacted, That where the Dissolution of a Member against Company shall have been resolved under this Act, if Judgment whom Judg shall have been recovered or shall afterwards be recovered in ment shall have any been recovered Action against any Member of the Committee for any Debt due to be repaid by from such Company or from such Committee in respect of the Contribution Undertaking, the Member against whom such Judgment shall have from other been recovered shall be entitled at Law to a Contribution from Members, togeeach of the other Members of such Committee towards the Pay- ther with Costs. ment of the Monies recovered by such Judgment, and of all Costs and Expences in relation thereto, of such a Share of the whole Amount of such Monies, Costs, and Expences as would have been borne by such respective Member upon an equal Contribution by all the Members of such Committee, and may recover the Contributions to which he may be so entitled, or any of them, by Action or Actions of Debt or on the Case against all or any of such other Members of such Committee, but so that no such Member shall be liable in any such Action as aforesaid for more than the Share to which he shall respectively be liable to contribute under this Provision.

XXXII. And be it enacted, That after the Dissolution of any Company shall have been resolved under this Act no Action or Suit shall be brought for the Recovery of any Fees, Charges, or Disbursements for any Business done for such Company by any Attorney or Solicitor, whether in his Character of Attorney or Solicitor, or as Agent or otherwise, until the Expiration of One Calendar Month after a Bill of such Fees, Charges, and Disbursements, signed by the Claimant, shall have been delivered to the Committee or Official Assignee authorized to wind up the Affairs of such Company, or left at their or his Place of Business; and it shall be lawful for the Court of Queen's Bench, Common Pleas, or Exchequer, or any Judge of either of such Courts, and they are respectively hereby required, on the Application of such Committee or of such Official Assignee, to refer such Bill to be taxed and settled by any Taxing Officer of the Court in which such Reference shall be made; and the Court or Judge making such Reference shall restrain the Claimant from commencing any Action or Suit touching his Demand pending such Reference, and such Taxing Officer may take such Evidence in relation to such Bill as he may think fit; and the Costs of such Reference shall be paid according to the Event of such Taxation, (that is to say,) if such Bill when taxed be less by a Sixth Part than the Bill delivered, then the

Claimant

After Dissolution of Company no Action, &c. to be brought by any Attorney, &c. until One Month after Bill of Fees shall have been deli

vered.

Courts may refer Bills for

Taxation to

Taxing Officers.