shall at the Day of Election hold and possess and shall continue to hold and possess Five Shares at the least: Provided always, Proviso. that after the Expiration of Three Calendar Months next after the passing of this Act, no such Owner or Proprietor of Shares shall be qualified to sit and act as a Director or Auditor and Examiner of Accounts of the said Company unless he shall bonấ fide have held and possessed the said Number of Shares respectively for the full Space of Three Calendar Months next before such Day or Days of Elections, or unless such Shares shall have vested in him by Marriage, or under any Bequest, or by Intestacy.

Auditors.

and Deputy Chairman.

XXV. And be it further enacted, That Thomas Bainbridge Names of first Esquire, Thomas Barnewall Esquire, Francis Beaufort Esquire, Directors and Robert Bell Esquire, Joseph Hoare Bradshaw Esquire, Rupert Ingleby Esquire, Samuel Eustace Magan Esquire, Isaac Nicholson Junior, Esquire, William Henry Porter Esquire, Joseph Ranking Esquire, Thomas Spring Rice Esquire, Sir Stephen Shairp, Edward Stewart Junior, Esquire, John Thomas Thorp Esquire, Richard Wellesley Esquire, William Williams Esquire, Lestock P Wilson Esquire, Sir William Young Baronet, William Elliott Esquire, and Samuel Neville Ward Esquire, shall be the first and present Directors for managing the Affairs of the said Company ; and that William Stewart Esquire, John Bockett Esquire, and James Fontayne Esquire, shall be the First and present Auditors and Examiners of Accounts of the said Company; and that they the said Directors and Auditors and Examiners of Accounts respectively shall continue and hold their said several and respective Offices until the respective Times herein mentioned, unless they or any of them respectively shall die, resign or cease to be qualified as herein is mentioned; and at the First Meeting of the said Appointment Directors to be holden in pursuance of this Act, One of such of Chairman Directors shall be appointed Chairman, and another Deputy man. Chairman of the said Directors, by a Majority of them then present; which said Chairman and Deputy Chairman shall repectively continue in Office until the General Meeting to be holden on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and twenty nine, or within Thirty Days thereafter; and after such General Meeting another Chairman and Deputy Chairman shall be elected and chosen annually at the First Meeting of the Directors to be holden next after each such Annual General Meeting, by the Majority of the Directors then and there present; and in case of the Death, Resignation or Disqualification of such Chairman or Deputy Chairman for the Time being, it shall be lawful for the said Directors, at a Special Meeting of the Directors to be called for that Purpose from time to time to appoint another Chairman or Deputy Chairman from and out of such Directors, in the Place and Stead of every Chairman or Deputy Chairman who shall so die, resign or cease to be qualified as aforesaid; and every such newly appointed Chairman and Deputy Chairman shall continue in Office for such Time or Period only as the Chairman or Deputy Chairman in whose Place or Stead he shall be so appointed would have continued in case he had not died, resigned or ceased to be qualified as aforesaid.

XXVI. And

Directors, how long to con

XXVI. And be it further enacted, That the said Directors shall continue in and hold the Office and Offices of Directors

tinue in Office. respectively until the several Days and in the Manner herein mentioned; that is to say, that at the said General Meeting to be held on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and twenty nine, or within Thirty Days thereafter, Five of the Directors shall go out of the said Office of Director, the same to be determined by Lot amongst the said Directors respectively; and at the General Meeting to be held on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and thirty, or within Thirty Days thereafter, Five other of the said Directors, to be determined by Lot amongst the said first named Directors then remaining in Office respectively, shall go out of the said Office of Director; and at the General Meeting to be held on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and thirty one, or within Thirty Days thereafter, Five other of the said Directors, to be determined by Lot amongst the said first named Directors then remaining in Office respectively, shall go out of the said Office of Director; and at the General Meeting which will be in the Year One thousand eight hundred and thirty two, the remaining Five of the said first named Directors shall go out of the Office of Director; and that at the General Meeting to be holden in the Month of May which will be in the Year One thousand eight hundred and twenty nine, or within Thirty Days thereafter, One of the said Auditors and Examiners of the Accounts of the said Company, to be determined by Lot between them, shall go out of the said Office of Auditor and Examiner of Accounts; and at the General Meeting to be held in the Month of May which will be in the Year One thousand eight hundred and thirty, or within Thirty Days thereafter, One other of the said Auditors and Examiners of the Accounts of the said Company, to be determined by Lot between them, shall go out of the said Office of Auditor and Examiner of Accounts; and at the General Meeting to be held in the Month of May which will be in the Year One thousand eight hundred and thirty one, the remaining Auditor and Examiner of the said Accounts of the said Company shall go out of the said Office.

Auditors, &c. how long to continue in Office.

Election of
Directors.

Election of
Auditors.

XXVII. And be it further enacted, That at the General Meeting which shall be holden on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and twenty nine, or within Thirty Days thereafter, and at the like General Meeting in every succeeding Year, there shall be an Election of Five Proprietors, qualified respectively in the Manner herein mentioned, who thenceforth shall be Five of the Directors. of the Affairs of the said Company for Four Years next ensuing such their Election, unless they or any of them shall die, resign or cease to be qualified as herein mentioned.

XXVIII. And be it further enacted, That at the General Meeting of the said Company to be holden on the First Tuesday in the Month of May which will be in the Year One thousand eight hundred and twenty nine, or within Thirty Days the reafter, and at the like General Meeting in every succeeding Year, there shall be an Election of One Proprietor, qualified as aforesaid, to be

One

One of the Auditors and Examiners of Accounts of the said Company for Three Years next ensuing such his Election, unless he shall die, resign or cease to be qualified as herein is mentioned. XXIX. Provided always, and be it further enacted, That no- Officers may thing in this Act contained shall be taken or be construed to be re-elected. prevent any Chairman, Deputy Chairman, Director or Auditor and Examiner of Accounts, who shall go out of Office on the Days aforesaid, or on any Annual Day of Election thereafter, if qualified as aforesaid, from being eligible to be immediately reelected to the said Offices or either of them.

XXX. Provided always, and be it further enacted, That so often as it shall happen that any Director or Auditor and Examiner of Accounts of the said Company shall die, resign or become disqualified to continue in or hold the said Offices respectively, or any of them, a Special General Meeting of the said Proprietors shall be convened by the Directors of the said Company for the Time being, according to the Provisions of this Act, for the Purpose of electing some One or more Proprietor or Proprietors, qualified as aforesaid, to fill such Vacancy or Vacancies, and exercise the said Office or Offices, or either of them respectively, for such Time and Times, and with the like Powers and Authorities, as the Person or Persons so dying, having resigned or become disqualified, would have done respectively if no such Vacancy as aforesaid had occurred.

In case of

Death, or Resignation, or fication of Di

Want of Quali

rectors or

Auditors.

XXXI. And be it further enacted, That the Directors for the Powers of DiTime being of the said Company shall have full Power and Au- rectors. thority to meet and adjourn from Time to Time, and from Place to Place, as they shall think fit, and also to direct, manage and transact the Affairs and Business of the said Company, as well in issuing, laying out and disposing of all Sum and Sums of Money to be issued, laid out or disposed of for the Purposes of the same, as in erecting, building, fitting up and establishing Manufactories, Brewhouses, Distilleries, Mills, Warehouses, Workshops or other Buildings, and in afterwards letting, selling or disposing of the same; in erecting and establishing any Smelting Houses, Foundries, Forges or Potteries; in purchasing, hiring or contracting for any Messuages, Buildings, Lands and Hereditaments; in erecting and building any Work Houses, Drying Houses, Glass Houses, and all and any other Erections and Buildings whatsoever; and in providing, furnishing and erecting any Machinery, Implements or Utensils, and any Steam or other Engines, and any Tools, Tackle and Conveniencies necessary or proper for the fitting up or using the same; in digging and raising any Earth and Clay for the making and burning of any Bricks, Tiles, Gutters and Ridges, or other Matters and Things; in making, burning and converting Coal and Culm into Charcoal and Coke; and also in making and using all Canals, Tunnels, Ways, Roads and Railways, and in executing and carrying into Effect the several Objects and Purposes aforesaid, and in otherwise ordering, directing and employing the Works and Workmen, and selling and disposing of any Goods, Matters, Products and Things to be made, obtained, arise or proceed thereby, therefrom or thereout, and in making, enforcing and carrying into Effect all Contracts and Bargains. touching or any wise concerning the same; subject to such Or

ཀཻ^་་ཀྵ

Directors to appoint Servants, &c.;

and balance and settle Accounts every Year.

Examined and approved by Directors.

Power to de

pute Persons to prove Debts

under Commission of Bankruptcy.

ders, Bye Laws, Rules and Regulations as shall at any Time be duly made by the said Company in Restraint, Controul or Regulation of the Powers and Authorities by this Act granted.

XXXII. And be it further enacted, That it shall and may be lawful to and for the said Directors, and they are hereby authorized and empowered from time to time to nominate and appoint One or more Banker or Bankers, and also a Secretary, and One or more Receiver or Receivers, Collector or Collectors, of all and singular Sum and Sums of Money payable or to become due and payable under or by virtue of this Act, and also such Engineer or Engineers, Surveyor or Surveyors, and other Officers, Clerks, Agents and Servants, (except as aforesaid,) as the said Directors shall think proper and expedient for the Purposes of this Act, and also from time to time to alter and change the said Banker or Bankers, and to discharge and dismiss or suspend any such Secretary, Receivers, Collectors, Engineers, Surveyors or other Officers, Clerks, Agents or Servants, and appoint others in their Stead, as there shall be Occasion; and that every such Secretary, Receiver, Collector, Engineer, Surveyor or other Officer, Clerk, Agent or Servant, who shall at any Time quit or be dismissed from the Service of the said Company, and the respective Executors or Administrators of those who may happen to die, shall immediately thereupon produce and deliver up to the said Directors, or to such Person or Persons as they shall direct, all Books, Accounts, Writings and Papers whatsoever which shall be in the Custody or Power of such Secretary, Receivers, Collectors, Engineers, Surveyors or other Officers, Clerks, Agents, Servants, Executors or Administrators respectively, in any wise relating to the said Company; and the said Directors shall have Power and Authority, and they are hereby required to cause to be balanced the Books of the said Company on the Thirty first Day of December in every Year, the first Balance to be made on the Thirty first Day of December next after the passing of this Act, or at any such other Period of each Year as any General Annual Meeting may from time to time appoint; and the same being so balanced shall be examined and signed by the said Auditors and Examiners, or Two or more of them, and approved by the said Directors; and an Abstract of the said Balance, shewing the State of Debts and Credits of the said Company, shall be signed by such Auditors and Examiners, or Two or more of them, and shall be produced at the General Meeting of the said Company to be held upon the First Tuesday in the Month of May in every Year, or within Thirty Days thereafter, so that any of the Proprietors attending the said Meeting may have an Opportunity of inspecting the same.

may

XXXIII. And be it further enacted, That it shall and be lawful for the said Directors, or any Five or more of them, and they are hereby empowered, by any Writing under their Hands and Seals, to nominate and appoint any Person or Persons to prove any Debt or Debts due or owing to the said Company, under any Commission of Bankruptcy, or under any Assignment to take place under the existing Act for the Relief of Insolvent Debtors, or under any future Act relative to Insolvent Debtors, which may be issued against or made by any Debtor or Debtors

to

to the said Company, and to vote in the Choice of Assignees, and also to sign the Certificate of any such Bankrupt, and to do any other Act, Matter or Thing in relation thereto; and also, that it shall and may be lawful for the said Directors, or any Five or more of them, to revoke such Nomination and Appointment, and from time to time to make any other Nomination and Appointment, as the said Directors, or any Five or more of them, shall think fit.

XXXIV. And be it further enacted, That the Directors of the Regulating said Company shall meet together at the Office of the said Com- Proceedings of pany One Day in every Week at the least, and at such other Directors. Times as they the said Directors shall think proper; and any Two or more of the said Directors may at any Time call a Meeting of the said Directors, by Notice in Writing to be sent to each of them the said Directors respectively, when they shall think fit; but no Business shall be transacted at any Meeting of the said Directors, unless Five Directors at the least shall be present when such Business shall be decided upon; and that the Chair shall be taken at every Meeting of the said Directors by the Chairman or Deputy Chairman, or in their Absence, by One of the said Directors, to be chosen out of the said Directors present; and that all Questions, Matters and Things which shall be proposed, discussed or considered by them the said Directors, shall be decided and determined by the Majority in Number then present; and in case of an equal Division, the said Chairman, or in his Absence the Deputy Chairman, or in his Absence the Director for the Time being in the Chair, shall have the casting Vote besides his own personal Vote; and that if on the Day appointed for any such Meeting a sufficient Number of Directors shall not attend, that then and in every such Case the said Meeting shall be adjourned to the next Day by the Director or Directors then present, or if none be present, by the Secretary to the said Company, as the Case may be, or such other Person as shall attend in his Place; and the Proceedings of every Meeting of the said Directors shall be entered in a Book to be kept by the Secretary for that Purpose, and signed by the Chairman, Deputy Chairman or Director who shall be in the Chair; and that no Director shall absent himself from the Business of the said Company for more than Three Months at any one Time, without Leave from the Court of Directors; and if any Director shall so absent himself without such Leave, it shall be competent for the remaining Directors, at a Special Meeting to be called for that Purpose, and by an Order or Resolution to be entered in their Book of Proceedings, to declare the Seat of each such Director so absenting himself to have become vacant, and a new Director shall be forthwith appointed in his Stead, in the like Way and Manner as if he had actually and formally resigned.

XXXV. And be it further enacted, That the said Directors shall and may at any Time or Times, and for such Purpose or Purposes as they may think proper, have Power to call a Special General Meeting, or Special General Meetings, of which Notice shall be given by Advertisement in Three or more of the daily public Newspapers current in London, and in Two or more of the

Powers of Directors as to calling Special

General Meetings.