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for distribution between and among and delivery to the share
Amalgamaholders in the old company in exchange for their shares therein tion of comas respectively aforesaid, and such liquidators shall thereupon,
panies. save and except as to creditors of, and claimaints upon, or against the old company (if any), realize and deal with the assets of the old company in all respects as the new company
7. All acts, deeds, and assurances whatsoever which may Necessary be required either by the old or new companies respectively, taken to carry in order to the more effectual carrying out the provisions of out agreethese presents, shall, upon the said special resolutions being duly passed as aforesaid, be made, done, and executed by each of the said companies, at the expense nevertheless in all things of the new company.
8. If the said special resolution shall be duly passed, and Expenses to if this agreement shall be carried out, all fees, costs, charges, new company. and expenses whatsoever of liquidators, solicitors, and others, of and incidental to the carrying out of the provisions of this agreement, and of and incidental to the said winding up, shall be borne by the new company. 9. These presents and every clause, matter, and thing Cesser of
. herein contained are expressly provisional only, and entirely agreement. conditional and dependent upon the said special resolutions for winding up of the old company, and otherwise as respectively aforesaid, being duly passed and confirmed, and upon these presents, and every term and provision herein contained, being duly authorized and confirmed by the shareholders in the old company respectively as required by law; and if such special resolutions shall not be duly passed and confirmed, or if any term or provision herein contained shall not be authorized and confirmed as aforesaid, this agreement and every clause, stipulation, matter, and thing herein contained shall cease, and be absolutely void to all intents and purposes whatsoever.
IN WITNESS, &c.
XXX. AGREEMENT for regulating an AssociaTION
for PROSECUTING FELoxs, &c. (a).
THIS AGREEMENT, made the day of — Parties. in the year 18—, BETWEEN the several persons whose names Recital of are or shall be subscribed to these presents, being inhabitants situation of parties. of, or owners or occupiers of lands within the town of
in the county of —, of the one part; and (treasurer and Agreement to solicitor), of &c., of the other part. WITNESSETH, that form associa.
the said several persons parties hereto, of the first part, hereby agree to form themselves into an association for the prosecution of felons and persons guilty of theft, and other crimes and offences within [intended limits]; And to give the several
rewards hereinafter mentioned, in respect of the following Scale of re- offences, that is to say: the sum of five guineas to any wards.
person or persons who shall, during the term of seven years from the date hereof, discover and give evidence of any robbery on the highway, within the said —; or of breaking or entering any dwelling-house, or any barn, stable, or other building within and stealing, or with an intent to steal, any thing thereout; or of stealing any sheep, horse, cattle, or pig, within the same limits; or of setting fire to any dwelling-house, barn, stable, or other building; or to any stack or rick of grain, hay, straw, or fodder, within the same limits; or of maliciously killing or maiming any cattle belonging to any or either of the persons parties hereto of the first part, and being within the limits aforesaid ; And also the sum of three guineas to any person or persons
who shall discover and give evidence against any person or persons who shall, during the time aforesaid, and within the limits aforesaid, steal any grain, hay, fowls, household goods, implements or utensils of trade or husbandry, belonging to all or any of the parties hereto of the first part; or be guilty of milking any cow, or of robbing any court-yard, garden, orchard, or field; or of cutting down any timber-tree or trees, grove, or plantation, of or belonging to all, any, or one of the persons parties hereto of the first part; And also the sum of ten shillings and sixpence to any person
(a) This precedent is preserved, because its provisions may be useful as a guide in framing agreements for regulating societies whose objects may be other than those mentioned in the text.
affairs of as
who shall discover and give evidence against any person XXX: Assowho within the limits aforesaid shall steal any peas, turnips, Prosecuting or potatoes, of or belonging to all, any, or one of the persons parties hereto of the first part; or shall be guilty of breaking any hedges, gates, stiles, posts, poles, pales, or rails; or of stealing any hooks or eyes, or any timber, boards, quarters, or offal-wood, which shall be the property of any or either of the persons parties hereto of the first part, and within the limits aforesaid ; Such rewards to be paid on the conviction Rewards to be of the offenders respectively, in addition to the rewards (if viction.
paid on conany) allowed by Act of Parliament; And to contribute to contribute towards the same rewards and the expense of prosecuting towards exsuch felons, thieves, and offenders, in equal proportions; And equal propor
tions. to observe the several articles, rules, orders, and regulations hereinafter contained, that is to say: 1. The association shall continue seven years, to commence Association to
continue for from the day of
seven years. 2. The affairs of the association shall be under the conduct, Committee to regulation and management of a committee of
manage sons, or any
of them, to be chosen from the members sociation. for the time being of the association : Such committee shall be Election of elected by ballot at a meeting of the subscribers, to be held committee. at
-, in every year. 3. The committee for the time being, or the major part of Supply of them, shall have power to supply any vacancy in their number by death or removal, or refusal to act.
1. The adjudication of all rewards, and the conduct and General direction of all prosecutions, and the settlement of the powers and
duties of comaccounts relating thereto: And the right of making calls mittee. on the subscribers for the time being, of money to be paid to answer such rewards, and to defray the expenses of such prosecutions, shall be in the discretion and wholly under the control of the committee for the time being, or the major part of them : 5. Each and every call which shall be made by the com- Payment of
calls. mittee, or the major part of them, shall be answered and paid by the members respectively within one calendar month after notice to them respectively of the same call: And each subscriber shall contribute and pay an equal proportion, according to the number of subscribers, towards all money which shall be called for to answer and pay such rewards, or to defray the expenses of prosecutions and all other incidental
XXX. Asso- expenses : The money which shall be called for from time to
ciation for Prosecuting
time shall be paid to the treasurer for the time being of the Felons.
said association; and shall be applied and paid by him in such manner and to such persons as the committee for the
time being, or the major part of them, shall direct. Conduct of 6. ALL 'prosecutions which shall be conducted on the prosecutions.
account, and at the expense of the association, shall be carried on by the solicitor for the time being of the association : And every subscriber shall be entitled to have every prosecution for any offence which, during the said seven years, shall be committed on his person or property within the limits aforesaid, and which he or she shall be duly bound to prosecute, carried on by the solicitor for the time being of the association, at the expense of the association, under the direction and control of the committee for the time being of the association or the major part of them.
7. The committee for the time being, or the major part of them, shall have full power to undertake any other prosecutions for offences committed within the limits aforesaid, at the expense of the association, in those instances in which the poverty or situation of the persons on whose persons or property the offences shall be committed, shall render it expedient that the offender or offenders shall be punished at the ex
pense of the association. Determina- 8. Each and every subscriber shall cease to be a member tion of mem
of the association from the time he or she shall cease to be an bership.
inhabitant, and also, not being an inhabitant, to be an owner Discharge
or occupier of lands within the limits aforesaid : And each from liability subscriber shall be discharged from his or her engagement on death.
herein contained on his or her death, so as not to impose any obligation on his or her heirs, executors, or administrators, for or in respect of any offences which may be committed subse
quently to his or her death. Treasurer and
9. A treasurer and solicitor to the said association shall be solicitor to be chosen once in every year by ballot, by the major part of the elected. members who shall be present at a meeting to be held at
: The same person may be chosen treasurer and solicitor, or a different person may be chosen to each of these offices : No treasurer or solicitor shall be eligible on any committee: In case of a vacancy in the office of treasurer or solicitor, either by death or any other cause, within any year, such vacancy may be supplied for the
remaining part of the year by the committee for the time XXX. Asso
ciation for being, or the major part of them: The said (treasurer or Prosecuting solicitor] shall be treasurer and solicitor for the said association for the first year.
10. The treasurer shall produce his accounts from time to Treasurer's time to the committee, or the major part of them : And at the end of every year, or on any other election of a new treasurer, the preceding treasurer, or his executors or administrators, shall pay to the succeeding treasurer the balance of the money in hand, as the same balance shall be settled and ascertained by the said committee for the time being, or the major part of them: and the account so stated shall be paid, and such payment be a good discharge.
11. No account settled or allowed by the committee for the time being, or the major part of them, shall be afterwards opened or questioned: And all calls made by such committee, or the major part of them, shall be duly answered, without any right to question the expediency or necessity of the same.
AS WITNESS, &c.
XXXI. AGREEMENT to build a House, &c. where
no Architect is employed. AN AGREEMENT made the
day of 18—, BETWEEN [builder), of &c. (hereinafter called the Parties. builder), of the one part; and (owner], of &c. (hereinafter called the owner), of the other part, whereby it is agreed as
1. The builder shall forth with commence, and within the Builder to
erect buildspace of
calendar months from the date of this agree- ings according ment, erect, build, and completely cover in and finish upon to plan. the land of the owner, at
aforesaid, a dwelling-house and buildings according to the plans and specifications set forth in the schedule hereunder written.
2. All and singular the works aforesaid shall be executed, according to the said plans and specifications, within the time aforesaid, with the best materials (a), and in a good, work
person who contracts to build a house impliedly undertakes to provide all necessary materials: Williams v. FitzMaurice, 3 H. & N. 844.