Proceedings to be entered in

a book and to be open for in

spection.

Informalities

LXXXI. And be it enacted, that the Directors shall cause notes, minutes, or copies, as the case may require, of all appointments made or contracts entered into by the Directors and Committees of Directors, to be duly entered in books, to be from time to time provided for the purpose, which shall be kept under the superintendence of the Directors, and every such entry shall be signed by the Chairman of the meeting at which the matter in respect of which such entry is made, was moved or dismissed, at or previously to the next meeting of the said Company, Directors, or Committee of Directors, as the case may be; and such entry so signed shall be received as evidence in all Courts and before all Judges, Justices, and others, without proof of such respective meetings having been duly convened, or of the persons making or entering such orders or proceedings being Shareholders or Directors, or members of Committee, respectively, or of the signature of the Chairman, all of which last mentioned matters shall be presumed; and all such books shall, at all reasonable times, be open to the inspection of any of the Shareholders.

LXXXII. And be it enacted, that all acts done by any meeting of the Direcin appointment tors, or of a Committee of Directors, or by any person acting as a Director, shall, not to invali- notwithstanding it may be afterwards discovered that there was some defect or date proceedings. error in the appointment of any person attending such meeting as a Director, or acting as aforesaid, or that such person was disqualified, be as valid as if any such person had been duly appointed and was qualified to be a Director.

Indemnity of Directors.

Election of Auditors,

LXXXIII. And be it enacted, that no Director, by being a party to, or making, signing, or executing, in his capacity of Director, any contract or other instrument on behalf of the Company, or otherwise lawfully executing any of the powers given to the Directors, shall be subject to be sued or prosecuted, either collectively or individually, by any person whomsoever; and the bodies, or goods, or lands of the Directors, or any of them, shall not be liable to execution of any legal process by reason of any contract or other instrument so entered into, signed, or executed by them or any of them, or by reason of any other lawful act done by them or any of them in the execution of any of their powers as Directors; and the Directors, their Heirs, Executors and Administrators, shall be indemnified out of the capital of the Company for all payments made and liability incurred in respect of any acts done by them, and for all losses, costs and damages which they may incur in the execution of the powers granted to them; and the Directors for the time being of the Company shall apply the existing funds and capital of the Company for the purposes of such indemnity; and shall, if necessary for that purpose, make calls of the capital remaining unpaid.

LXXXIV. And with respect to the appointment of Auditors; Be it enacted, that the Company shall, at the first ordinary meeting in one thousand eight hundred

hundred and forty-five, and in every succeeding year, elect two Auditors in like manner as is provided for the election of Directors; and every Auditor so elected, being neither removed nor disqualified, nor having resigned, shall continue to be an Auditor until another be elected in his stead.

LXXXV. And be it enacted, that every Auditor shall have at least five shares in the capital of the Company, and he shall not hold any office in the Company, nor be in any other manner interested in its concerns, except as a Shareholder.

Qualification of Auditors.

Vacancies

LXXXVI. And be it enacted, that if any vacancy take place among the Auditors in the course of the current year, then at any general meeting of the Com- in office of Aupany the vacancy may, if the Company think fit, be supplied by election of the Shareholders.

LXXXVII. And be it enacted, that the provision of this Act, respecting the failure of an ordinary meeting at which Directors are to be chosen, shall apply to any ordinary meeting at which an Auditor is to be appointed.

LXXXVIII. And be it enacted, that it shall be the duty of such Auditors, or either of them, to receive from the Directors the yearly accounts and balancesheet required to be presented to the Shareholders, and to examine the same.

LXXXIX. And be it enacted, that for the above purposes such Auditors may employ such persons as they may think proper, at the expense of the Company, and they shall either make a special report on the said accounts, or simply confirm the same; and such report or confirmation shall be read, together with the report of the Directors, at the ordinary meeting.

XC. And be it enacted, that the Directors shall deliver to such Auditors the yearly accounts and balance-sheet fourteen days at the least before the ensuing ordinary meeting at which the same are required to be produced to the Shareholders, as hereinafter provided.

ditor.

XCI. Provided also, and be it enacted, that it shall be lawful for the Proprietors Power to reof the said Company, at any general or special meeting, to remove any Auditor move Auditor. from his office for any cause whatever that shall to such meeting seem sufficient, and to appoint another Auditor in his stead.

XCII. And be it enacted, that at the first ordinary meeting after the passing of this Act, the Company shall elect a Treasurer, and at any subsequent ordinary appoint a Treameeting may remove from office any such Treasurer; and if such Treasurer die

Company to

surer.

or

Suspension of Treasurer.

Security to be taken.

Officers to account on demand.

Summary re medy against officers failing to account,

or resign, or be so removed, another Treasurer shall be elected in his place at an ordinary meeting; and, from time to time, any such meeting may fix the salary or other emoluments to be allowed to such Treasurer, as they may think proper.

XCIII. And be it enacted, that the Directors may at any time suspend the Treasurer, and may appoint some person temporarily to fill the office of the Treasurer so suspended, or when vacant from any other cause, with such salary as they may think fit; but in any such case they shall forthwith call an extraordinary meeting of the Company for the purpose of taking into consideration the propriety of removing from his office any Treasurer so suspended, and of electing a new Treasurer, as the case may require.

XCIV. And be it enacted, that before any person intrusted with the custody or control of moneys, whether Treasurer, Collector, or other Officer of the Company, shall enter upon his office, the Directors shall take security from him for the faithful execution of his office.

XCV. And be it enacted, that every officer or person employed by the Company shall, from time to time, when required by the Directors, make out and deliver to them, or to any person appointed by them for that purpose, a true and perfect account, in writing under his hand, of all moneys received by him on behalf of the Company; and such account shall state how, and to whom, and for what purpose such moneys shall have been disposed of; and together with such account, such officer shall deliver the vouchers and receipts for such payments; and every such officer shall pay to the Directors, or to any person appointed by them to receive

the same, all moneys which shall appear to be owing from him upon the balance

of such accounts.

XCVI. And be it enacted, that if any such officer fail to render such account, or to produce and deliver up all the vouchers and 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 appointed by them to receive the same, all papers and writings, property, effects, matters and things in his possession or power, relating to the execution of this Act, or belonging to the Company, then, on complaint thereof being made to a Justice, such Justice shall, by summons or warrant under his hand, cause such officer to be brought before any two or more Justices; and upon such officer being so brought before them, or if such officer cannot be found, then in his absence 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, or upon evidence, or upon inspection

of

of the account, that any moneys of the Company are in the hands of such officer, or owing by him to the Company, such Justices may order such officer to pay the same; 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; and in any of the following cases, that is to say: if any such officer do not appear before the Justices at the time and place appointed for that purpose; or if such officer appear, but fail to make out such account in writing; or if such officer refuse to produce and deliver to the Justices the several vouchers and receipts relating to such account; or if such officer refuse to deliver up any books, papers or writings, property, effects, matters or things in his possession or power belonging to the Company, such Justices may lawfully commit such offender to Gaol; and in every such case of commitment the prisoner shall remain in custody without bail until he have made out and delivered such accounts, and delivered up the vouchers and receipts, if any, relating thereto in his possession or power, and have delivered up such books, papers, writings, property, effects, matters and things, if any, in his possession or power.

XCVII. And be it enacted, that no such proceeding against or dealing with any such officer as aforesaid, shall deprive the Company of any remedy which they might otherwise have against any surety of such officers.

Sureties not to be discharged.

Accounts to

XCVIII. And be it enacted, that full and true accounts shall be kept of all sums of money received or expended on account of the Company by the Directors, be kept. and all persons employed by or under them, and of the articles, matters, and things for which such sums of money shall have been received or disbursed and paid.

XCIX. And be it enacted, that the books of the Company shall be brought to a balance fourteen days at least before every ordinary 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, and property of every description belonging to the 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 year; and previously to each ordinary meeting such balance-sheet shall be examined and docqueted by the Directors, or any three of their number, and shall be signed by the Chairman or Deputy Chairman of the Directors.

C. And be it enacted, that the books so balanced, together with such balancesheet as aforesaid, shall, for fourteen days previous to each ordinary meeting, and for one month thereafter, be open for the inspection of the Shareholders at the

Ала

principal

Books to be

balanced.

Inspection of accounts by

Shareholders
at stated times.

Balance-sheet

to be produced.

Book-keeper

tion.

principal office or place of business of the Company, but the Shareholders shall not be entitled at any time, except during the aforesaid period, before and after each ordinary meeting, to demand the use or inspection of such books, unless in virtue of a written order signed by three of the Directors.

CI. And be it enacted, that at such ordinary meeting, the Directors shall produce to the Shareholders assembled such balance-sheet as aforesaid, applicable to the period immediately preceding the thirty-first day of December last preceding such meeting.

CII. And be it enacted, that the accounts aforesaid shall be kept in books to to allow inspec- be provided for the purpose; and the Treasurer, Secretary, Book-keeper, or other person entrusted with the custody of such books, shall permit any Shareholder, or any loan creditor to inspect such books at any reasonable time during one fortnight before, and one month after every ordinary meeting, and if he fail to permit any such Shareholder or loan creditor to inspect such books or take copies or extracts therefrom during the periods aforesaid, he shall forfeit for every such of fence a sum not exceeding twenty pounds.

Declaration of Dividends,

Dividend not to reduce capital.

Funds" for

CIII. And be it enacted, that previously to every ordinary meeting, the Directors shall cause a scheme to be prepared, showing the profits, if any, of the Company for the period current, since the immediately preceding ordinary meeting, and apportioning the same among the Shareholders according to the Shares held by them, respectively, and shall exhibit such scheme at such ordinary meeting, and at such meeting a dividend may be declared according to such scheme.

CIV. And be it enacted, that the Company shall not make any dividend whereby their capital stock will be in any degree reduced.

CV. And be it enacted, that before apportioning the profits aforesaid, the contingencies Directors may, if they think fit, set aside thereout such sum as they may think proper to meet contingencies, or for enlarging or improving the estates of the Company, or any part thereof, or promoting the objects and purposes for which they are incorporated, and may divide the balance only among the proprietors.

Dividend no

to be paid on

any share unless all calls

paid.

Power to make
By-laws for

CVI. And be it enacted, that no dividend shall be paid in respect of any share until all calls then due in respect of that or of any other share held by the person to whom such dividend may be payable, shall have been paid.

CVII. And with respect to the power of the Company to make By-laws; Be it the officers of enacted, that it shall be lawful for the Company, from time to time, to make such

the Company.

By-laws