COMPANIES' CLAUSES CONSOLIDATION (SCOTLAND) BILL: 1845. ARRANGEMENT OF CLAUSEs. Operation of the Act; sect. 1. Interpretation; 2 to 4. Clauses providing for the distribution of the Capital into Shares; 5 to 12. Payment of Subscriptions and enforcement of Calls; 21 to 28. Forfeiture of Shares for non-payment of Calls; 29 to 35. Limiting liability of Shareholders; 36. Execution against Shareholders to the extent of their Capital not paid up; 37, 38. Exercise of the Power to borrow Money, and Provision for enforcing the rights of the Loan Creditors; 39 to 57. Conversion of the borrowed Money into Capital; 58 to 62. Consolidation of the Shares into Stock: 63 to 66. Application of Capital; 67. General Meetings and rights of voting; 68 to 82. Appointment and rotation of Directors; 83 to 91. Proceedings of the Directors; 94 to 102. Appointment and Duties of Auditors; 103 to 110. Accountability of Officers; 111 to 116. Keeping of Accounts and right of Inspection by the Shareholders; 117 to 121. Making of Dividends; 122 to 125. Making of Bye-laws; 126 to 129. Proceedings for settling Questions by Arbitration; 130 to 135. Service of Notices; 136 to 140. Proof of Debts in Bankruptcy; 141. Tender of Amends; 142. Recovery of Damages not otherwise provided for, and of Penalties; 143 to 160. Appeal to the Sheriff and to the Quarter Sessions; 161 to 163. Act may be amended this Session; 164. 6 February 1845.-8 VICT. A BILL For consolidating in one Act certain Provisions usually inserted in Acts with respect to the Constitution of Companies incorporated for carrying on Undertakings of a Public Nature in Scotland. [Note.-The Words printed in Italics are proposed to be inserted in the Committee. W 1. HEREAS it is expedient to comprise in one General Act Preamble. sundry provisions relating to the constitution and management of Joint Stock Companies, usually introduced into Acts of Parliament authorizing the execution of Undertakings of a public nature 5 by such Companies in Scotland, and that as well for the purpose of avoiding the necessity of repeating such provisions in each of the several Acts relating to such Undertakings as for ensuring greater uniformity in the provisions themselves; it therefore Enacted, by The QUEEN's most Excellent MAJESTY, by and with the Advice 10 and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, THAT this Act shall extend only to such Companies in Scotland as shall be incorporated or constituted by Acts of Parliament which shall hereafter be passed, and which shall declare that this Act shall be incorporated 15 therewith; and all the enactments and provisions of this Act, save so far as they shall be in any case varied or excepted by any such Act, shall apply to the Company which shall be incorporated or constituted by any Act, and to the Undertaking for carrying on which such Company shall be incorporated or constituted, so far as the same 20 shall be applicable thereto respectively; and such enactments and provisions, as well as the enactments and provisions of every other Act which shall be incorporated with such Act, shall, save as afore Operation of fined to future Companies. the Act con 2. Interpretations in this Act. "The Special Act." said, form part of such Act, and be construed together therewith as forming one Act. AND with respect to the construction of this Act and of other Acts to be incorporated therewith; BE it Enacted, as follows: 5 The expression" the Special Act" used in this Act shall be construed to mean any Act which shall be hereafter passed, incorporating or constituting a Joint Stock Company for the carrying on of any Undertaking authorized thereby, and with which this Act shall be therein declared to be incorporated; and such expression shall extend to and include any Act which shall by such Special Act be also 10 "Prescribed." declared to be incorporated therewith; and the word "prescribed" "The Undertaking." 3. Interpretations in this and the Special Act. Number. Gender. used in this Act, in reference to any matter herein stated, shall be construed to refer to such matter as shall be prescribed or provided for in the Special Act; and the sentence in which such word shall occur shall be construed as if, instead of the word "prescribed," the expression" prescribed for that purpose in the Special Act" had been used; and the expression "the Undertaking" shall mean the Undertaking or Works, of whatever nature, which shall by the Special Act be authorized to be executed. 15 The following words and expressions both in this and the Special 20 Act shall have the several meanings hereby assigned to them, unless there be something in the subject or the context repugnant to such construction; (that is to say) Words importing the singular number only shall include the plural number; and words importing the plural number only 25 shall include the singular number: Words importing the masculine gender only shall include females: "Lands." The word "lands" shall extend to houses, lands, tenements and heritages of any description or tenure: 30 "Lease." The word "lease" shall include a missive or an agreement for a lease: "Month." "Lord Ordinary." "Sheriff." The word "Month" shall mean calendar Month: The "Lord Ordinary" shall mean the Lord Ordinary of the The word "Sheriff" shall include the Sheriff Substitute or other matter 40 5 10 matter, in which case the same shall mean the Sheriff of any The word "oath" shall include affirmation in the case of "Oath." 15 20 25 30 The word "county" shall include any ward or other like divi- "County." The word "Justice" shall mean Justice of the Peace acting for The expression "the Company," shall mean the Company con- The expression "the directors," shall mean the directors of the name: The word "shareholder" shall mean shareholder, proprietor or "Justice." "Two Justices." "The Company." "Directors." "Shareholder." The expression "the secretary," shall mean the secretary of the "Secretary." 4. And be it Enacted, That in citing this Act in other Acts of Parlia- Short Title of 35 ment, and in legal instruments, it shall be sufficient to use the expression "The Companies Clauses Consolidation (Scotland) Act, 1845.” the Act. AND with respect to the distribution of the Capital of the Company into Shares; BE it Enacted, as follows: The capital of the Company shall be divided into shares of the prescribed number and amount; and such shares shall be numbered |