2 Geo. IV. c. 45.

The Person whose Name

deemed the

Owner, and entitled to vote.

dock company, by the chairman for the time being, or by one of the proprietors of the said dock company, to be deputed by such chairman, by writing under his

respectively belon and, to represent the corporations to which they shall

at any meeting of the said company, and for the said mayor, warden and chairman respectively or their respective deputies constituted as aforesaid, to vote at all or any such meetings, in respect of the shares possessed by such corporations respectively; and all notices hereby required to be given to the owner or proprietor of any share or shares of the said company, shall or may, as respecting the shares of the said three bodies corporate and politic, or any or either of them, be given or sent to the said mayor, warden and chairman respectively, and such notices shall be deemed and taken to be good and sufficient notice to the said bodies corporate and politic respectively, any thing herein contained to the contrary notwithstanding.

XXV. And be it further enacted, That whenever two or more persons not being any or either of the said bodies corporate and politic, shall stands first as a be jointly possessed of or entitled to any share or shares in the said Joint Proprietor with others, to be undertaking, the person whose name shall stand first in the books of the said company, as proprietors of such share or shares, shall, for the purposes of this act, be deemed and taken to be the owner or proprietor of such share or shares, and all notices hereby required to be given to the owner or proprietor of any share or shares in the said company, shall and may be given or sent to such person whose name shall so stand first in the books of the said company, and such notice to such person shall be deemed and taken to be a sufficient notice to all the owners or proprietors of such share or shares, for all the purposes for which such notice is intended to be given to the owner or proprietor of any such share or shares, and such owners or proprietors shall be entitled to give their vote or votes in respect thereof, by the person whose name shall stand first in the books of the said company, as proprietor of such share or shares, and whose vote shall on all occasions be deemed and allowed to be the vote for, or in respect of the whole property in such share or shares, without proof of the concurrence of the other proprietor or proprietors of such share or shares.

Certain Proprietors may vote by

Minors by their

Guardians.

XXVI. And be it further enacted, That no proprietor or proprietors, entitled to a share or shares in the said joint stock, shall be entitled to vote Proxy, Lunatics by proxy in respect of such share or shares, at any general or special general by their Com. mittees, and meeting of the said company (unless such proprietor or proprietors shall be a female or females, or a person or persons not residing within twelve miles of the said town of Kingston-upon-Hull) in which case she, he or they shall or may, if she, he or they think proper, by writing under her, his or their hand or hands, have full power and authority to give her, his or their vote or votes, at such meetings as aforesaid by proxy; provided that every such proxy shall be a member of the said company, and entitled to vote in respect of her, his or their own share or shares, and that no person shall deliver in proxies for more than two members, and the appointment of such proxies shall be produced at every such meeting, and shall be made in the form or to the effect following; (that is to say,)

66

"I, A. B. one of the proprietors of and in "The Kingston-upon-Hull Gas
Light Company," do hereby nominate, constitute and appoint C. D.
"of
also one of the proprietors of the said company, to
"be my proxy, in my name and in my absence to vote and give my
"assent to or dissent from any business, matter or thing relating to
"the said undertaking, that shall be mentioned or proposed at the
general or special meeting of the said company, to be holden at
next [here state the particular
meeting at which the vote is intended to be given] in such manner as
"he the said C. D. shall think proper, according to his opinion and
judgment, for the benefit of the said undertaking, or any thing re-
lating thereto. In witness whereof I have hereunto set my hand,

66

"

on

day of

the A. B." XXVII. Provided always, That in case any proprietor or proprietors, entitled to vote at any such meeting as aforesaid, shall be a lunatic or lunatics, or a minor or minors, such lunatic or lunatics shall or may vote t such meeting or meetings by his, her or their committee, or any one of such

committee, and such minor or minors shall and may vote by his, her or their guardian, or any one of such guardians: provided also, That the appointment of such committee or guardian shall be produced at every meet. ing at which he may so offer to vote: provided always, That no person or persons, or bodies corporate or politic, shall hold and vote as a proxy or proxies, for more than ten shares upon any one occasion (except as hereinafter mentioned,) but such person or party may also vote in right of his own shares as well as committee of any lunatic or lunatics, and as guardian of any minor or minors on the same occasion: and in case any person or party shall vote or otherwise act as such proxy, committee or guardian, in respect of an appointment either unduly or improperly obtained, and the same shall be made appear to a general meeting of the said company, then and in that case the share or shares which the person or party so voting or otherwise acting as such proxy, committee or guardian, shall appear to have or be possessed of, or entitled to at the time of such voting or acting, shall become forfeited, and shall vest in the said company for the benefit of the other proprietors.

2 Geo. IV.

c. 45.

Shares may be

XXVIII. And be it further enacted, That it shall be lawful for the several and respective proprietors of the said undertaking, their executors, transferred. administrators, successors and assigns, to sell and transfer any share or shares of which they shall respectively be possessed; and every such transfer shall be in the form or to the effect following; (that is to say,) "Know all men by these presents, That I, [or, we] the undersigned [as the case may require] in of lawful money current

of

"consideration of the sum of

"in England, paid to me [or, us] by
"bargain, sell, assign and transfer to the said
"of

do hereby
the sum

capital stock of and in "The Kingston-upon-Hull "Gas Light Company," being my [or, our] share, [or, shares] number [or, numbers ] therein to hold to the said

:

executors, administrators and assigns, according to the same "rules, orders and restrictions and on the same conditions that I [or, "we] the said held the same immediately be"fore the execution hereof: and I, [or, we] the said do "hereby agree to take and accept the said share, [or, shares] subject "to the same rules, orders, restrictions and conditions. In witness "whereof I [or, we] have hereunto set my [or, our] hand and seal [or, "hands and seals, or affixed the common seal of the said corporation, "as the case may require] this 'year of our Lord

day of

in the

Which transfer shall be executed by all the parties thereto, and deposited with the clerk of the said company for the time being, to be filed by him and kept for the use of the said company; but, for the security of the purchaser or purchasers, a duplicate of such transfer, executed as aforesaid, shall be made and kept by the purchaser or purchasers of such share or shares; and every such transfer which shall appear to be regular shall be registered Transfers to be in the books of the said company, by an entry of the date of such registry, registered and the date of such transfer, together with the names of the parties thereto, and the numbers of the shares transferred, with such other particulars as shall from time to time be determined on by the committee of management for the time being, for which entry or registering the sum of five shillings and no more, shall be paid to the clerk or other officer making the same, who after such transfer shall have been entered and registered as aforesaid, shall upon request of the purchaser or purchasers indorse a certificate there. of upon the duplicate of such transfer.

XXIX. Provided always, and be it further enacted, That after the expiration of twelve calendar months from the passing of this act, no person or persons, or body corporate and politic, who shall purchase any share or shares in the joint stock of the said company shall be admitted to vote for the same, either by themselves or by proxy, until such person or persons, or body corporate and politic shall have been in possession of such purchased share or shares for the full term of six calendar months, to be computed from the date of registering the transfer thereof in the said books of the said company; but this provision shall not operate to prevent or hinder any person

Ꮓ

have their Shares Six Months before they can vote; but ProPrietors not to be prevented voting in respect of

Purchasers to

or persons from voting immediately after the same shall have been registered for or in respect of the share or shares which shall devolve to him, her, or them by marriage or death.

XXX. And be it further enacted, That the register book of shares of the said company, or a copy of the entry or registry therein of the transfer of any share upon sale, or any other disposition or alteration in the proprietorship thereof, by marriage or death, or otherwise, to be ascertained as hereinbefore directed and authorized, (such copy being signed by the clerk or other officer of the said company, having the custody of the said book of registry,) shall respectively be sufficient evidence of every such sale, transfer or other disposition or alteration in the proprietorship thereof, and shall be accounted as such in all disputes and in all trials before any court, and by all judges, justices and others; and until such transfer, disposition or alteration shall be entered or registered in the books of the said company as aforesaid, no purchaser or purchasers, or other person or persons, or bodies corporate or politic claiming interest in any such share or shares in the said undertaking, or in the profits and advantages thereof, shall receive any interest or dividend for or in respect of such share or shares so purchased, disposed of or otherwise altered, nor be entitled to vote at any meeting or meetings as proprietor or proprietors of the said undertaking.

XXXI. Provided always, and be it further enacted, That after a call for money shall have been made by virtue of this act, no person or persons shall sell or transfer any share or shares which he, she or they shall possess in the said undertaking, until the money called for, in respect of his, her or their share or shares intended to be sold shall be paid; and until such money so called for shall be paid, any such sale or transfer of any share or shares shall be void.

XXXII. And be it further enacted, That the affairs and concerns of the said company shall be conducted and managed under and subject to the several rules and regulations hereinafter contained; (that is to say) the proprietors of shares in the said undertaking, shall assemble together at the Guildhall of the town of Kingston-upon-Hull, at eleven of the clock in the forenoon, within thirty days next after the passing of this act, or as soon after as conveniently may be, and shall then and there proceed in the execution of this act, and shall and may adjourn to or shall assemble at such other times and places as they shall be duly convened to, in manner hereinafter mentioned, and every such assembly shall be styled a general meeting, and two such meetings shall be held in every year, on the first Monday in the month of January, and the first Monday in the month of July, which shall be styled half-yearly general meetings, of which said meetings, as well as of any special general meeting to be called by the committee of management, as hereinafter provided, ten days previous notice shall be given; and that twenty-five or more of the said proprietors, holding collectively not less than one hundred shares, may, by notice in writing under their hands (of which a copy shall be delivered to the clerk for the time being of the said company,) call a special general meeting, so as the object for which such meeting shall be called, and the time and place where such meeting is intended to be held, be expressed in such notice, and so as such notice be given ten days at least before the day of meeting; and every general meeting and special general meeting may be adjourned from time to time, and from place to place, as shall be found expedient; and in case any adjournment of a general or special general meeting shall take place, three days previous notice shall be given, of the time and place when and where such adjourned meeting is intended to be holden.

XXXIII. And be it further enacted, That at every general or special general meeting, a chairman shall be appointed, and all questions shall be decided by a majority of votes of the proprietors present in person, or by their respective proxies to be appointed as herein mentioned, or their respective committees or guardians, (who shall not decline to vote,) according to their respective number of shares, and every proprietor shall be entitled to one vote, for and in respect of every share of which he shall be possessed, but no proprietor shall be entitled to vote either by himself or his proxy, committee or guardian, for or in respect of more than ten shares, except as the proprietor thereof, in consequence of such extra number of shares having devolved to, or became vested in him, her or them by death or marriage, or

as proxy, committee or guardian for some other person or persons as herein mentioned, nor shall any person be entitled to vote at any general or special general meeting of the said company, or any adjournment thereof, in respect of any share or shares which he, she or they may possess in the said undertaking, unless such person shall have fully paid and satisfied all arrears of money which shall or may become due in pursuance of any call or calls made or to be made by the said committee of management, by virtue of this act, for or in respect of such share or shares; nor shall any person vote at any of the meetings of the said company, upon any question or questions relating to the concerns of the said undertaking, in which such person shall be interested, otherwise than as a subscriber or proprietor to or of the said undertaking; and upon any difference of opinion, any proprietor present may require the votes at any general or special general meeting of the said company, to be taken by ballot, but no ballot shall be kept open for more than two hours; and the chairman of every such meeting shall be entitled to vote; and in case the number of votes, including the chairman's vote, shall be equal, such chairman shall also have the casting vote; and if at any general or special general meeting, twenty proprietors in person shall not assemble and proceed to business in one hour from the time appointed in the notices to be given for such meeting, or if that number be not present when the whole or any part of the business to be transacted, shall be decided upon, the meeting shall be adjourned to the same day in the following week, or to some other day to be appointed by the said committee of management, or any three or more of them.

XXXIV. Provided always, and be it further enacted, That all notices herein before directed to be given of any general or special general meettings or adjournments respectively, or upon any other particular occasion, and not herein otherwise provided for, or to any of the said proprietors, shall be given to the said several proprietors, or to such individual proprietors respectively, by letters from the clerk of the said company, sent by the post, to each and every of the said proprietors, and the same notices shall be deemed and considered the same as personal notices.

XXXV. And be it further enacted, That any general meeting especially called for the purpose, shall have full power to call for, examine, and settle the accounts of the said company, and at every half-yearly general meeting, which shall be holden in the month of July in every year, or some adjournment thereof, a yearly dividend or dividends shall be made out, of the interest, profits or advantages of the said undertaking, unless such meeting shall declare otherwise, and such dividend shall be at and after the rate of so much per centum for every share upon all and every the sum and sums of money paid to the said company by the said subscribers, their successors, executors, administrators or assigns, as such meeting or meetings shall think fit to appoint and determine; provided that no dividend shall be made whereby the capital of the said company shall in any degree be reduced or impaired, nor within eighteen calendar months after the passing of this act, nor shall any dividend be paid in respect of any share or shares after a day appointed for payment of any call for money in respect thereof, until such call shall have been paid.

XXXVI. And be it further enacted, That the receipt or receipts of the person or any one of the persons in whose name or names any share or shares in the said undertaking shall stand in the books of the said company, shall from time to time be a good and sufficient discharge to the treasurer or treasurers for the time being of the said company for any dividend or dividends, sum or sums of money which shall become due and payable and be paid for or in respect of such share or shares, notwithstanding any uses, trusts, intents or purposes upon, or to which such share or shares shall be then settled, limited, conveyed or assured.

XXXVII. And be it further enacted, That the said company shall have full power and authority from time to time at any of their general halfyearly meetings as aforesaid, to make such rules, orders and by-laws, as to them shall seem meet and proper for the good government of the said undertaking, and for regulating the proceedings of their committee of management, and the conduct of all officers, workmen and servants, to be employed in and about the affairs and business of the said company, and for the superintendence and management of the said undertaking in all respects

2 Geo. IV. c. 45.

Officers of the
Company to be
appointed at
General
Meetings.

by-laws, or from time to time to alter or repeal such rules, orders and

whatsoever, and

or any of them, and to make others, and to impose and inflict such reasonable fines and forfeitures, upon all persons offending against such rules, and by-laws, or any of them, not exceeding the sum of five

pound any one offence, as to the said company, at a general half-yearly

meeting shall seem expedient; and all rules, orders and by-laws so made as aforesaid (being reduced into writing, and the common seal of the said company thereto affixed,) shall be binding upon all such persons, and shall bel sufficient in any court of law or equity to justify all persons who shall acti under the same provided always, That such rules, orders and by-laws be not repugnant to the laws of that part of the United Kingdom of Great Britain and Ireland called England, or any of the express directions or pro visions of this act: provided also, that copies thereof shall be printed, and be fixed and continued in the office of the clerk for the time being, or other to the buildings and premises of the said company, and all such rules, orders and by-laws, shall be subject to appeal in manner by this act directed.

Treasurer, &c. to give Security.

Treasurer not to issue Money

without an Order of Committee.

Committee of
Management.

XXXVIII. And be it further enacted, That it shall be lawful for the said company at the first general meeting of the said company, to nominate and elect by ballot, and to appoint under the common seal of the said company, some person or persons to be treasurer or treasurers, and some other person to be clerk to the said company, and from time to time to remove any such treasurer or treasurers and clerk of the said company, and to nominate, electe and appoint another person or persons in his or their room or stead provided always, That the said company shall and they are hereby required to take sufficient security from every person who shall be appointed treasurer or treasurers, or receiver or collector, for any of the purposes of this act, for the faithful execution of their respective offices, before they shall enter thereupon respectively.

XXXIX. And be it further enacted, That the treasurer or treasurers to be appointed by the said company, shall not issue any sum or sums of money on account of the said company, without an order or orders in writing, signed by the chairman for the time being of the committee of management, and three members at the least of the same committee, present at the meeting of the committee, which shall order or direct such issue of money to be made."

XL. And be it further enacted, That at the first general meeting of the said company, or at some adjournment thereof, fifteen members of the said company, shall be elected and chosen a committee of management for conducting and managing the affairs of the said company; and such persons so elected shall continue in office and be respectively members of the said committee until the half-yearly general meeting, which shall be held in the month of July, in the year of our Lord one thousand eight hundred and twenty-two, or until others or another be appointed in their or either of their stead, in pursuance of this act; and at the said half-yearly general meeting, or at some adjournment thereof, and also at the expiration of every succeeding year thereafter, to be computed from the said half-yearly general meeting, to be held in the month of July, in the year of our Lord one thousand eight hundred and twenty-two, a new committee of fifteen members shall be elected and appointed out of the proprietors of shares in the said undertaking, to be the committee of management, for conducting and managing the affairs of the said company, who shall continue in their office for the space of one year to be computed as last aforesaid, or until others or another shall be duly elected into their or any of their places: provided, That nothing herein contained shall render any one of the committee whose office shall have expired, ineligible to be re-elected a comDisqualifications mitteeman, if otherwise duly qualified: provided also, That no person shall be qualified to be elected nor to serve or act as a member of the said committee, who by sale or otherwise shall cease to be a proprietor in the said undertaking, or who shall hold any place of profit under the said company, or who shall be concerned or interested in any contract to be made or entered into under this act, or who shall offer to take, or shall actually par-: ticipate in any manner, in any work to be done for the said company, whether by contract or otherwise.

to act.

For supplying
Vacancies in
Committee.

"

XLI. And be it further enacted, That when and so often as any member of the committee of management to be elected by virtue of this act, shall die