large scale would be of considerable public utility, as well as afford an Form 654. agreeable resort and place of recreation to the inhabitants of and visitors. to Brighton; and the registration of The Brighton Marine Aquarium Company, Limited, in 1868, pursuant to the Act of 1862: (2) that it is expedient that the company should be authorised to construct a new road and sea wall from the eastern end of the Grand Junction Road at Brighton to the north end of the Chain Pier at Brighton, and to make the improvements delineated on certain plans hereinafter described as the amended deposited plans; and, inasmuch as such new road and sea wall would be a great public improvement to Brighton, it is expedient that the corporation of the town of Brighton should be empowered to contribute towards the cost of such construction such sum or sums of money and afford such other aid as they think fit, and to borrow the money necessary for that purpose: (3) that it is expedient for the purpose aforesaid that the Brighthelmstone Suspension Pier Company and the Corporation should be severally and respectively empowered from time to time to contract with the company for granting to the company certain estates and interests in or right or easements in or over certain portions of the land belonging to the Brighthelmstone Suspension Pier Company and the Corporation respectively and upon such terms as they the contracting parties may agree upon, and to execute all such deeds and to do all such acts as may be necessary or expedient for giving effect to contracts: (4) that plans and sections with a book of reference have been deposited, &c.: (5) that some of the objects aforesaid cannot be effected without the authority of Parliament: It was therefore enacted— 1. [Short title.] 2. [Incorporation of General Acts.] 3. [Interpretation of terms.]

4. [The Brighton Marine Aquarium Company, Limited, dissolved, and the members incorporated as The Brighton Aquarium Company.]

5. [Present property vested in company incorporated by this Act.] 6. [Memorandum and articles of association to be void.] 7. [General saving of rights, &c.] 8. [Deeds, &c., to remain in force.] 9. [Actions, &c., not to abate.] 10. [Trustees indemnified.] 11. [As to payment of debts owing before the passing of this Act.] 12. [Officers, &c., continued.]

13. Subject to the provisions of this Act, the company may make Power to and maintain the roads and other works shown on the amended make aquarium and deposited plans, in the lines and according to the levels and within the to construct limits of deviation shown on the amended deposited plans and sections, works. and may excavate, construct, arch over, or otherwise cover in caverns, buildings, tanks, tunnels, and air shafts necessary for the purpose of their undertaking, together with all proper works and conveniences connected therewith; and for any of the purposes aforesaid may enter upon, take, appropriate, and use such of the lands delineated on the amended deposited plans and described in the deposited book of reference as may be necessary; and the company may erect upon the eastern, western, and southern boundaries of the aquarium site a dwarf wall three feet six inches in height, and an open iron fence on the top of such

Form 654. wall two feet six inches in height, making together six feet, and the southern boundary of the aquarium site shall be next to the north side of the new road to be constructed under the powers of this Act: Provided always, that it shall not be lawful for the company to acquire, otherwise than by agreement, any lands belonging to the corporation; but the lands which may be set apart by the corporation, or privileges or rights over the same which the corporation may grant for the purposes of the company, shall be so set apart or granted subject to such conditions as the corporation and the company may agree on, but without pecuniary payment other than a nominal rent: Provided also, that so far as regards any deviation from the amended deposited plans and sections, although within the limits of deviation shown thereon, the same shall only be made with the consent of the corporation, by writing under their common seal: Provided also, that the company shall not acquire any land seaward of the toe of the sea wall.

Company to construct the new road

and sea wall to the satis

corporation.

14. The company shall construct the new road shown on the amended deposited plans, from the eastern boundary of the said Grand Junction Road marked C on that amended deposited plan, which shows the ground faction of the plan to and across the north end of the Chain Pier, so as to extend to and communicate, free from all obstructions, with the lands lying to the eastward of the Chain Pier Company's lands, and shall protect the said new road on the south side thereof by a sea wall as far eastward as the west side of the Chain Pier, and such new road shall consist of a carriage road and footway, which shall be together not less than sixty feet wide, and the said new road and sea wall shall be constructed according to plans to be approved by the corporation under their corporate seal, and shall be completed in all respects to the satisfaction of the corporation.

Company to complete the

new road and

sea wall within

two years.

The new road when com

15. The said new road and sea wall shall be completed within two years from the passing of this Act, or such extended time (if any) as the corporation may under seal agree on.

16. So soon as the said new road is completed to the satisfaction of the corporation they may declare the same to be thenceforth dedicated pleted may be for the use of the public, free from all toll or charge for the use of the same, and the same shall thenceforth be a public highway, subject to the provisions in the next section as to the repair thereof.

dedicated to

the use of

the public.

Disputes to be referred.

17. [Company to maintain the new road and sea wall for a certain period.]

18. Any dispute as to the sufficiency of the works, or the mode in which the same shall be carried into effect, to be settled by arbitration.

19. [Dedication of any part of the new road may be deferred.] 20. [Correction of deposited plans, &c.] 21. [Deposit of certificate of correc tion with clerk of peace.] 22. [Lateral deviation.] 23. [Capital.] 24. [Appropriation of existing shares.] 25. [Power to company to call in and cancel existing share certificates and issue new certificates in lieu

thereof.] 26. [Shares not to issue until one fifth paid up.] 27. [As to Form 654. calls.] 28. [Power to borrow on mortgage.] 29. [Arrears may be

enforced by appointment of a receiver.]

30. [Debenture stock.]

31. All monies raised under this Act, whether by shares, debenture Application stock, or borrowing, shall be applied for the purposes of this Act

only.

32. [As to first ordinary meeting.]

33. [Quorum of general meeting.] 34. [Number of directors.]

35. [Qualification of directors.]

36. [Quorum of meeting of directors.]

37. [First directors.]

of monies.

38. The powers of the company for the compulsory purchase of lands Powers for shall not be exercised after the period of two years from the passing of purchases

this Act.

compulsory

limited.

make altera

39. [Period for completion of works.] 40. Nothing in this Act contained shall be held or construed to pre- Company may vent the company from making such alterations, additions, or improve- tions, &c. in ments in the aquarium or any ornamental grounds connected therewith aquarium. as they from time to time think fit, but the provisions and restrictions of this Act with respect to elevation of buildings, use thereof, and nuisance shall be applicable thereto Provided nevertheless, that the company shall not make such alterations, additions, or improvements except on the space and within the limits shown on the amended deposited plans without the consent of the corporation under seal first had and obtained.

41. [Power to enter into agreements with corporation in regard to certain matters.]

42. The aquarium and other the works and property of the company Protection of shall be deemed public within the meaning and for the purposes of the aquarium. Acts from time to time in force with respect to malicious injuries to

public property.

make bye

43. In addition to any byelaws which may be made by the company Power to pursuant to the provisions contained in any of the Acts wholly or par- laws tially incorporated herewith, it shall be lawful for the company from time to time to make byelaws and regulations for the convenient inspection of the aquarium and other works of the company by the public, for the protection of the works and property of the company, for preventing the smoking of tobacco in, under, or upon any part of the works of the company; and for such purposes so much of "The Harbour, Docks, and Piers Clauses Act, 1847," as has relation to byelaws to be made by the undertakers, except so much of section eighty-three as states the objects for which byelaws may be made, shall be incorporated with this Act.

44. [The company to use lands, &c., as an aquarium only, unless with consent of corporation.]

45. [The company shall not suffer smoke or steam to escape.]

Form 654.

46. [As to forfeiture in case works be not completed, or become a nuisance, or on breach of restrictions after notice.] 47. [Act not to authorise a nuisance.] 48. [Company not to be exempt from provisions of Local Government Act, 1858.] 49. [Saving rights of the crown.] 50. [Expenses of Act.]

THE CRYSTAL PALACE COMPANY'S ACT, 1877, 40 & 41 Vict. c. 117.

Form 655. Act dissolving and re-incorporating a company incorporated by royal charter, and conferring power to issue preference stock taking priority over existing stock.

Act for

reconstruction.

Pre-preference stock.

The necessity for an Act empowering a company formed under the Act of 1862 to create pre-preferential capital occasionally arises, but in most cases the power can more readily be obtained by a reconstruction [supra, pp. 494, 527], or a perpetual debenture stock can be created, which of course takes priority over all shares, whether preference or ordinary.

The Act recites (1) the formation of the company under a deed of settlement of 28 May 1852, and charters of 28 January 1853, and 22 December 1855, and that Acts of Parliament relating to the company, and bearing its name, have been passed, and the said Acts are set forth in a schedule to this Act: (2) that company possessed of large estate, whereon the Crystal Palace has been erected, and is surrounded by gardens and ornamental grounds, and the company are also possessed of freehold or other interests in lands, &c. : (3) that it is convenient that the deed of settlement and the charters should be annulled, and that the company should be re-incorporated under The Companies Clauses Consolidation Act, 1845, and the Acts amending that Act, and that the powers herein contained be conferred upon the company: (4) that whereas the capital stock of the company now consists of the following sums, namely, a sum of 1,002,6751. ordinary stock, a sum of 160,3957. preference stock, and a sum of 327,000l. Crystal Palace debenture stock, which forms the first charge upon the undertaking of the company : (5) that the said debenture stock is entitled to interest or dividend at the rate of six per centum, and the said preference stock is entitled to dividend at the rate of seven per centum per annum, such interest and dividend amounting in the aggregate to 30,8487. per annum, and the revenue of the company applicable to the payment of dividend upon the ordinary stock of the company has been insufficient to admit of any such dividend during the past two years: (6) that by the said deed of settlement (section 105) powers were reserved for the absolute dissolution of the company, and in the case of a dissolution the directors are required and empowered to call in, sell, dispose of, and convert into money all such parts of the estate and effects of the company (both real and personal) as shall not then consist of money, and it is also provided that the surplus estate and effects (if any) of the

company shall be divided, after payment of all just demands upon the Form 655. company, among the shareholders in proportion to their respective shares: (7) that unless some arrangement can be effected for redeeming the said debenture and preference stocks on terms affording to the ordinary stockholders a prospect of increased dividend, it is apprehended that attempts may be made to dissolve the company in order that their property may be realised and divided among the shareholders: (8) that it is believed that, with the object of preserving or adapting the Crystal Palace to purposes of general utility, a new debenture stock may be subscribed for at a low rate of interest, which the company will be willing to create, provided the debenture and preference stockholders of the company will consent to the redemption of their respective stock out of money raised in that manner: (9) that it is desired by the holders of the ordinary stock of the company that the amount thereof should be divided into two classes of stock in the manner hereinafter described: (10) that it is also expedient that the company should have power to transfer or demise its undertaking, or any specific portions thereof, from time to time, with such consent and restrictions as hereinafter are prescribed: and (11) that the purposes of this Act cannot be effected without the authority of Parliament: It was therefore enacted :

1. [Short title.] 2. [Incorporation of general Acts.] 3. [Interpretation clause.] 4. [Deed of settlement and charters to be void without prejudice to remedies for antecedent breaches thereof.] 5. [Act not to authorise admission by payment on the Lord's Day.]

incorporated.

6. Notwithstanding the avoidance of the said deed of settlement and Company to charter and supplemental charter, the company shall remain as from the continue grant of the charter of incorporation, and continue incorporated thereunder until the passing of this Act, and thenceforth under "The Companies Clauses Consolidation Act, 1845," and the Acts amending the same, by the name of the "Crystal Palace Company," for the purpose of maintaining the Crystal Palace, &c.

entitled to

7. Notwithstanding such avoidance, the company shall remain and Company to be seized and possessed of and entitled to all the estates, moneys, pro- remain perty, effects, claims, and demands whatsoever, of or to which the com- their propany were by virtue of the annulled deed of settlement or charters, or perty. otherwise immediately before the passing of this Act, seized, possessed, or in any way entitled at law or in equity, subject to all the liabilities, contracts, debts and obligations respectively affecting the same immediately before the passing of this Act.

8. [All purchases, sales, conveyances, leases, &c., to remain in force.] 9. [Actions not to abate.] 10. [Debts due to and by the company to be paid to and by the company.] 11. [Present officers to continue.] 12. [Books to remain evidence.]

13. It shall be lawful for the company from time to time, with the Providing for consent of three-fifths in value of the stockholders (entitled to vote at redemption ordinary meetings) being present in person or by proxy at any general and preference

of debenture

stocks.