LYON

บ.

HAYNES.

[ *512]

[ *513]

required to, call an extraordinary general meeting of the pro-
prietors, for the purpose of taking into consideration the propriety
of dissolving or continuing the Company; and the directors shall
submit to such meeting a full and general statement of the affairs
and concerns of the Company; and it shall thereupon be lawful for
any one proprietor personally present at such meeting, in writing,
to require that the Company be dissolved; and the Company shall
therefrom be dissolved accordingly, unless such a number of the
proprietors personally present at the meeting as shall amongst
them be entitled to two-thirds of the votes to be given at any
ballot as aforesaid, shall be desirous of continuing and carrying on
the said concern, and shall then and there, in writing, undertake
so to do, and to purchase the shares of the dissentient proprietors
at the then value thereof, and to indemnify the dissentient pro-
prietors against all future losses of the Company and from the
existing debts and engagements thereof, such value and the nature
of such indemnity to be ascertained, in case of difference, by refer
ence to arbitration, as hereinafter mentioned, and on such under-
taking being given, the dissolution of the Company shall be
suspended for the space of sixty days next after such meeting; and
if within that time the purchase of the shares of the dissentient
proprietors shall be completed in manner hereinafter expressed,
then such dissolution shall not take place, and the purchase of the
last-mentioned shares shall be considered as completed for the
purposes of this provision whenever the said proprietors proposing
to continue the Company as aforesaid shall, by writing, having
given notice to the dissentient proprietors that they are prepared to
pay the purchase-money for the said shares, on application by
the parties entitled thereto for the same, at the banking-house of
the Company in Manchester, and shall, in accordance therewith,
have actually paid the same to such of the parties as shall
have applied for the same, or, in case of difference as to the
amount of such purchase-money, shall have offered to refer
the question of such amount to arbitration as aforesaid, and
have proceeded in such arbitration, and have complied with the
award made therein, or have been prevented from so doing by
the neglect or default of the other party, and the Company, as
reduced or newly constituted from time to time, shall be liable to
dissolution or to continuance from time to time, in like *manner,
and under and subject to the same or the like regulations as
aforesaid."

The deed of settlement also contained the clause following: "That all the directors, trustees, public officers, local directors, and other officers, for the time being, of the Company, shall be indemnified and saved harmless out of the funds, or property of the Company, from and against all costs, charges, losses, damages, and expenses which they respectively shall or may sustain, pay, or incur in or about any action, suit, proceeding, or arbitration to be brought, commenced, carried, or prosecuted, defended, or entered into, by the order or direction of the board of Manchester directors, or in any wise relating thereto, respectively, or otherwise in or about the execution of their respective offices or trusts, except such costs, charges, losses, damages, and expenses, as shall happen by or through the wilful neglect or default of any such directors, trustees, public officers, local directors or other officers respectively; and that the directors, public officers, local directors, trustees, or other officers for the time being of the Company, and each and every of them, their, and each and every of their heirs, executors, administrators, and assigns, shall be charged and chargeable only for so much money as they and every of them shall, respectively, actually receive by virtue of their respective offices or trusts, and that any one or more of them shall not be answerable, or accountable, for the other or others of them, or for the acts, receipts, neglects, or defaults of the other or others of them, but each of them for his own respective acts, receipts, neglects, and defaults only; nor shall they or any of them be answerable or accountable for any person or persons who may be appointed by the said board of directors to be the collector or collectors of the rents, profits, or annual produce of the houses, estates, or other property, for the time being, of the Company, or in *whose hands the same or any of the moneys of the Company shall or may be deposited or lodged for safe custody, or for the insufficiency or deficiency of the title to any houses, estates, or other property which may from time to time be purchased by, or by the order of, the said board of directors, for or on behalf of the Company, or for the insufficiency or deficiency of any security or securities in or upon which any of the moneys. shall or may be placed out or invested by or by the order of the said board of directors, or for any misfortune, loss, or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, respectively, unless the same shall happen by or through their own wilful neglect or default respectively."

LYON

v.

HAYNES,

[ *514]

The capital of the Bank and of the said persons so carrying on together the said trade or business of bankers, was, during all the time aforesaid, that is to say, from the time when the said trade or business was so as aforesaid commenced to be carried on until the day of the dissolution thereof as hereinafter mentioned, divided into divers shares of 101. each; and the plaintiff, before and at the time when the said Bank and the said trade or business were so as aforesaid dissolved, was, and during all the time hereafter mentioned continued to be, and yet is, the lawful holder of one hundred of the said shares.

The carrying on of the said trade or business before the said dissolution thereof, was superintended and managed by the directors of the Company according to the terms of the deed of settlement, and the defendant William Smith, before and at the time of such dissolution, was the holder of divers of the said shares of the said. capital, and managing director of the Company, and the other defendants were then also respectively holders of divers of the said shares of the said capital, and respectively directors of the said Company.

The board of Manchester directors of the Company, afterwards and upwards of fourteen days, and not more than twenty-one days, before the time for the holding of the general half-yearly meeting next hereinafter mentioned, to wit, on the 10th of August, 1839, called a general half-yearly meeting of the proprietors of and in the Company, in manner directed by the deeds of settlement, to be holden on the 29th of August in the year aforesaid; and because it appeared to the board of Manchester directors that losses had been sustained or incurred by the Company, not only to the whole amount of the reserved surplus-fund mentioned in the deed of settlement, but also to the amount of one-fourth part of the capital which had then actually been advanced and paid up by the proprietors of the said Company, the said directors called an extraordinary general meeting of the proprietors of and in the said Company, in manner in that behalf directed by the said deed of settlement, to be holden on the 29th of August in the year aforesaid. The said general half-yearly meeting of the proprietors of and in the said Company was in due manner holden, to wit, at Manchester aforesaid, pursuant to the said call in that behalf. At this meeting divers shareholders of and in the Company, to the number of one hundred and sixty, or thereabouts, in the whole, and including the defendants Haynes, Hunt, Bloor, Smith, Eckersley,

Robins, and Ogilvie attended, and were respectively present at, the said meeting but neither the plaintiff, nor the defendant John Haigh, attended or was present thereat.

At that meeting a certain report of the said directors was openly read in the presence and hearing of the several persons so there present as aforesaid; which report was and is to the purport and effect following; that is to say,

"REPORT OF THE DIRECTORS OF THE NORTHERN AND CENTRAL BANK OF ENGLAND.

"WILLIAM S. STELL, Chairman.

"WILLIAM HAYNES, Deputy Chairman.

"WILLIAM ECKERSLEY.

ALEXANDER OGILVIE.

ALLEN ROBINS.

LYON

2.

HAYNES.

[516]

"JOHN HAIGH.

"JOHN HUNT.

WILLIAM SMITH.

"MANCHESTER, 29th of August, 1839.

The shareholders of the Northern and Central Bank of England having been informed, by circular bearing date the 16th ult., of the circumstances under which the committee appointed at the general meeting of the 1st of May last, had assumed the office of directors, it simply remains that they should be put in possession of the result of the examination of the books and affairs of the Company. In estimating the assets the directors have placed a value, as nearly as could possibly be ascertained, on each separate bill or other security, as well as on every balance of open account.

"By the general balance-sheet, the amount

appearing as the paid-up capital on 69,757 shares at 10l. is

£

s. d.

697,570 0 0

"And the balance, at credit, of undivided profits 133,927

LYON

t. HAYNES.

[518]

"From the care with which the valuations have been made, there is every reasonable ground for believing that the whole of the above sum of 374,1887. 12s. 10d. will, by proper attention, be ultimately realised.

"The deficiency of 457,308l. 12s. 10d. being, however, not only to the full extent of the surplus fund of 133,9271. 4s. 4d., but of more than one-fourth of the paid-up capital of 697,570l., there has remained no other course for the directors than, in conformity with the requirements of the deed of settlement, to convene an extraordinary general meeting of the shareholders, for the purpose of taking into consideration the propriety of dissolving or continuing the Company.

"WILLIAM S. STELL, Chairman."

The report of the directors having so as aforesaid been read at the said general half-yearly meeting, the said several shareholders of the said Company then and there assembled did make and pass a certain resolution, to wit, "That the report so read as aforesaid be received, and entered on the book of proceedings, and that it be printed, and a copy sent to each shareholder."

Immediately after the holding of the said general half-yearly meeting of the said proprietors, that is to say, on the day and at the hour and at the place specified and fixed for the holding the said extraordinary general meeting of the proprietors, to wit, on the 29th of August, in the year last aforesaid at Manchester aforesaid, the said extraordinary general meeting of the proprietors of the Company was, in due manner, holden, in pursuance of such call on the part of the said Manchester board of directors as aforesaid, and to the terms and provisions of the deeds; at which extraordinary general meeting such and the same parties and none other, attended and were present, as had so as aforesaid attended, and been present, at the said general half-yearly meeting. At the said extraordinary general meeting so then and there holden as aforesaid, the said