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Regulations of Joint Stock Companies.
(2). Of the names of the directors present at each meeting of directors and committees of directors.
(3). Of all orders made by the directors and committees of directors; and,
(4). Of all resolutions and proceedings of meetings of the company, and of the directors and committees of directors.
And any such minute as aforesaid, if signed by any person purporting to be the chairman of any meeting of directors, or committee of directors, shall be receivable in evidence without any further proof.
62. The company, in general meeting, may, by a special resolution, remove any director before the expiration of his period of office, and appoint another qualified person in his stead: the person so appointed shall hold office during such time only as the director in whose place he is appointed would have held the same if he had not been removed.
As to Dividends.
63. The directors may, with the sanction of the company in general meeting, declare a dividend to be paid to the shareholders in proportion to their shares.
64. No dividend shall be payable except out of the profits arising from the business of the company.
65. The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as a reserved fund to meet contingencies, or for equalising dividends, or for repairing, or maintaining, the works connected with the business of the company, or any part thereof; and the directors may invest the sum so set apart as a reserved fund upon such securities as they, with the sanction of the company, may select.
66. The directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the company on account of calls or otherwise.
67. Notice of any dividend that may have been declared shall be given to each shareholder, or sent by post or otherwise to his registered place of abode, and all dividends unclaimed for three years, after having been declared, may be forfeited by the directors for the benefit of the company.
68. No dividend shall bear interest as against the company.
As to the Accounts.
69. The directors shall cause true accounts to be kept,
Of the stock in trade of the company;
Of the credits and liabilities of the company : Such accounts shall be kept, upon the principle of double entry, in a cash book, journal, and ledger : The books of account shall be kept at the principal office of the company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the shareholders during the hours of business.
70. Once at the least in every year the directors shall lay before the company in general meeting a statement of the income and expenditnre for the past year, made up to a date not more than three months before such meeting.
71. The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters: Every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting; and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.
72. A balance sheet shall be made out in every year, and laid before the general meeting of the company, and such balance sheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit.
73. A printed copy of such balance sheet shall, seven days previously to such meeting, be delivered at or sent by post to the registered address of every shareholder.
As to the Audit.
74. The accounts of the company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the company in general meeting.
75. If not more than one auditor is appointed, all the provisions herein contained relating to auditors shall apply to him.
76. The auditors need not be shareholders in the company: No person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the company; and no director or other officer of the company is eligible during his continuance in office.
77. The election of auditors shall be made by the company at their ordinary meeting, or, if there are more than one, at their first ordinary meeting in each year.
78. The remuneration of the auditors shall be fixed by the company at the time of their election. 79. Any auditor shall be re-eligible on his quitting office.
80. If any casual vacancy occurs in the office of auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying
81. If no election of auditors is made in manner aforesaid, the board of trade may, on the application of one fifth in number of the shareholders of the company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the company for his services.
82. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same, with the accounts and vouchers relating thereto.
83. Every auditor shall have a list delivered to him of all books kept by the company, and he shall at all reasonable times have access to the books and accounts of the company: He may, at the expense of the company, employ accountants or other persons to assist him in investigating such accounts, and he may in relation to such accounts examine the directors or any other officer of the company.
Law of Vendor and Purchaser.-Law of Evidence.-Legal Examination Distinctions.
84. The auditors shall make a report to the shareholders upon the balance sheet and accounts, and in every such report they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet, containing the particulars required by these regulations, and properly drawn up so as exhibit a true and correct view of the state of the company's affairs, and in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory; and such report shall be read, together with the report of the directors, at the ordinary meeting.
As to Notices.
85. Notices requiring to be served by the company upon the shareholders may be served either personally, or by leaving the same or sending them through the post in a letter addressed to the shareholder at their registered places of abode.
86. All notices directed to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persons is named first in the register of shareholders; and notice so given shall be sufficient notice to all the proprietors of such share.
87. All notices required by this act to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the company is situate.
LAW OF VENDOR AND PURCHASER.
LIEN ON ESTATE FOR ANNUITY "TO BE SECURED BY BOND."
By an agreement between Mrs. Finucane and Mr. Dunbar the latter agreed to discharge an unsatisfied claim of £500 on the former, upon having an assignment of all her right and interest in a real estate conveyed to him, and upon such assignment he agreed to pay her £25, and to grant an annuity of £50 per annum during the several lives of three persons mentioned, to be secured by bond. annuity was greatly in arrear, and the party in whom it had become vested claimed to have a lien on the estate, and to have it secured by a charge on the property.
The Master of the Rolls said
"There is a great number of decisions relating to this question of the lien upon the estate for unpaid purchase-money, and there certainly is a great discordance in the authorities; but I think it unnecessary to refer to them in detail. There are three decisions of a later date, which have been confidently referred to as relating more particularly to this subject, but they do not appear to me to be inconsistent with each other or with the opinion I have to express on this subject. The cases are Winter v. Lord Anson, 3 Russ. 488; Clarke v. Royle, 3 Sim. 499; and Buckland v. Pocknell, 13 Sim. 406: and I think they are all reconcileable. The effect of them is this: that it all depends upon the terms of the contract entered into between the parties, whether a lien does or does not exist upon the land in respect of the unpaid purchase-money. The case of Buckland v. Pocknell appears to me to be very near the present. There, an equity of redemption was sold, in consideration of two annuities which were granted and
covenanted to be paid, by a deed of even date with the conveyance. The conveyance was expressed to be made in consideration of the annuity so granted, and of the mortgage debt having been paid by the purchaser. It was held, that there was no lien.
It appears to me that the mode of carrying the contract in the present case into effect is this,-by a separate and independent instrument the vendor should convey the land, and in consideration of that conveyance the purchaser should secure the annuity by his bond. In the case of Buckland v. Pocknell exactly the same thing had been done. The contract is, that an annuity shall be granted, and shall be secured by bond, in consideration of which the estate shall be conveyed. The whole of this and the acts of the parties appear to me to shew that the construction of the contract is to discharge the land from the lien, the existence of which would render it almost unsaleable in the hands of the purchaser. I am of opinion that the proper mode of dealing with the decree which I have made, directing a security to be prepared, is to give a bond, and not a mortgage of the estate, to secure the annuity." Dixon v. Gayfere, 21 Beav. 118.
LAW OF EVIDENCE.
ENTRY BY DECEASED PERSON OF PAYMENT OF MONEY AGAINST HIS OWN INTEREST.
THE principle which governs the admissibility, as evidence to shew certain money had been paid, of an entry in the private journal of a deceased person, is thus stated by Sir Thomas Plumer, in Short v. Lee, 2 Jac. and W. 475-"The principle is, that the entry is made by an individual conversant of the fact at a time when it was not in dispute, having no interest to make a false entry, and making one tending to charge himself."
Per the Master of the Rolls: "The usual instance is an entry by a person of a sum paid to him, as in Higham v. Ridgeway, 10 East, 109, which is a leading case upon the subject. In that case the entry was by a medical man of his receipt of his charge for having delivered a woman of a child on a particular day, and that was admitted as evidence of the age of the child. It is contended that the present memorandum is of no value, because it is the entry of the payment, and not of the receipt of the money by the person who made it; and therefore, as it tends to discharge himself, it is inadmissible. I am, however, disposed to consider the entry as admissible, on the ground that it does not discharge the person who made it, but, on the contrary, is an admission against his own interest." Orrett v. Corser, Corser v. Orrett,
21 Beav. 52.
LEGAL EXAMINATION DISTINCTIONS.
To the Editor of the Legal Observer.
SIR, I have read, with much interest, your statement and remarks in the LEGAL OBSERVER of the 13th September, on the subject of the intended distinctions to be made amongst the meritorious candidates who pass the examination, in order to be admitted on the Roll of Attorneys. You do not indicate the mode in which the examiners will proceed to ascertain the respective merits of those to whom prizes may be awarded; but I presume that
Notes of the Week.-Recent Decisions: Lords Justices.
I shall look forward next term to the announcement that A. B., C. D. and E. F., who were articled in such and such offices, have each been awarded a useful set of books. ATTORNATUS.
the examiners will adopt the course which prevails | profession by gaining some of the intended prizes. at academic examinations, and fix a certain definite number to each answer proportioned to its merit. Without going too minutely into the exact value of each answer, I conjecture that it will be sufficient to assign as it were, three degrees of merit: the highest where the answer is entirely accurate and complete; the next where it is accurate so far as it is given, but not full and complete; and lastly, though incomplete and partly inaccurate, yet shewing a certain amount of information on the subject of inquiry which may justify the lowest mark. If the answer be altogether wrong, a cypher or other mark of disapproval might be given. The lowest approval mark might be 1, the next 2, and the highest 3.
Let us see how this would work. The candidate for some of his answers might gain 3 marks, for others 2 or 1-making, say, 16 in each of the three essential papers or 48 in the whole, which would entitle him to pass. If a candidate procured a single mark only for each of the 15 answers he would not pass, because all the answers were more or less inaccurate and imperfect; but if entitled to a double mark on some of the points inquired into, he would pass, though none of the answers were entirely perfect. This mode of testing the knowledge of the candidate would evidently be very lenient, and if adopted at first would probably not be continued beyond a year or two.
It may be computed that if, according to the present practice, eight questions be correctly answered in each of the three branches of common law, equity and conveyancing, the candidate would be entitled to forty-eight marks.
Then if all the questions were answered he would obtain ninety marks, but this supposes that each question, though well answered to a certain extent, has not been completely answered, and therefore, the highest mark of three would not be affixed to any answer. It may reasonably be assumed that to secure the prize, several at least of the highest marks should be attained. The number of competitors may, therefore, be justly confined to such as have procurred at least 100 marks of approval. It will be recollected that there are seventy-five questions in the whole, and if an average of two approvals were obtained the total would be 150. This amount of competition would be abundantly comprehensive.
Sir, I trust that these suggestions will so far accord with your views, as to entitle them to a place for consideration in your pages; especially as they may serve to follow up the friendly advice you have given to the future candidates to do honour to their
As doubts and difficulties may be raised with regard to almost every improvement, we should not be surprised to find that some objections are made to this new feature in the examination; but we think it may be confidently anticipated that no injustice will be done and in case even of dissatisfaction at the rejection of any one of the candidates, an appeal can be made, as now, to the judges.
ED. L. O.
NOTES OF THE WEEK.
VACATION ATTENDANCE AT JUDGES' CHAMBERS. MR. BARON BRAMWELL will attend at Chambers on Tuesdays and Fridays until further notice.
COUNTY OF MIDDLESEX REGISTRATION..
The barristers appointed to revise the list of voters for the county of Middlesex intend holding their courts at the following times and places :-Thursday, September 25, the White Horse, Uxbridge ; Saturday, September 27, the Black Dog, Bedfont; Monday, September 29, Sussex Hotel, Bouveriestreet, Fleet-street; September 30, the Lords Justices Court, Lincoln's Inn; October 1, Belvidere Tavern, New-road; October 3. New Globe Tavern, Mile End-road; October 4, Green Man, Bethnalgreen; October 6, Windsor Castle, Broadway, Hammersmith; October 8, Castle Inn, Brentford; October 9, Enfield Arms, Enfield; October 10, Chandos Arms, Edgware; October 11, Jack Straw's Castle, Hampstead-heath.
Frederick Jenkins Abbott, Esq., Special Pleader, has been appointed Election Auditor for Lambeth.
John O'Connell, Esq., M.P., has been appointed
INLAND BOOK POST.
The regulations relating to the inland book post have been extended, so as to include printed letters in the same manner as other printed matter.
RECENT DECISIONS IN THE SUPERIOR COURTS.
Drysdale v. Piggott. July 19, 1856.
DEBTOR AND CREDITOR-POLICY OF INSURANCE-
Where a creditor, having his debt secured collaterally
It appeared that in 1851 the plaintiff and his son, who was indebted to the defendant, executed a bond for the payment of £170 odd, with interest at 5 per cent., and it was agreed that an insurance for the sum of £200 should be effected in the defendant's name on the son's life, and the first year's premium be added to the debt; the whole amount of the debt to be repaid by nine quarterly instalments. It appeared that the defendant paid the second and third premiums on the policy, and that the plaintiff having refused to repay the amount, the defendant claimed the amount secured by the policy upon the son's death in 1854, although the debt had been discharged
Recent Decisions: Master of the Rolls; V. C. Stuart.—Analytical Digest of Cases. 359
in the previous September. This bill was thereupon filed by the plaintiff, who had taken out letters of administration to his son's estate, to recover the amount, less the premiums paid by the defendant. The Master of the Rolls having dismissed the bill with costs, this appeal was presented.
Palmer and Tripp in support; Selwyn and Wickens contrà.
The Lords Justices said that, under the circumstances, the policy belonged to the plaintiff and his son, subject to the defendant's claim to be repaid his debt secured thereby. Then the plaintiff refused to pay the premiums which became subsequently due, and the defendant might have given up the policy, but having elected to keep it on foot, he must be taken to have done so for the party entitled, subject to the debt and his expenses, interest and costs. The appeal must, therefore, be allowed, and the plaintiff be entitled to redeem on payment of the debt, and the premiums, and costs, with interest at 5 per cent.
Master of the Rolls.
Turner v. Whitaker. July 5, 1856.
WILLCONSTRUCTION-CHILDREN OF DECEASED SON-PER STIRPES.
A testator after giving annuities to his widow and granddaughter directed that on the death of his wife, her annuity should be equally divided between his two sons, but not the principal, which he bequeathed to their children to be divided equally among them at the death of his sons: Held, that upon the decease of a son, his children were entitled to their father's moiety of the capital. THE testator by his will after giving annuities to his widow and his granddaughter directed that on the death of his wife, her annuity should be equally divided between his two sons, but not the principal, which he bequeathed to their children to be divided equally among them at the death of his sons. Upon
the widow's death both sons were alive, but one of the sons died in 1855, leaving four children, and the question was now raised whether such children were entitled per stirpes to their father's share.
Palmer and G. Lake Russell for the plaintiffs, the children; Lloyd and Freeman for the defendant, the other son; Shapter for his children.
The Master of the Rolls said that the testator clearly meant at the death of each of his sons and not at the death of the survivor, and the children were therefore entitled on their father's death to his moiety of the principal.
Robson v. Earl of Dysart. June 3, 1856.
MOTION TO DISMISS FOR WANT OF PROSECUTIONINSOLVENT DEFENDANT.
A motion to discharge an order obtained by an insolvent defendant dismissing a bill for want of prosecution, was refused with costs, as irregular, on the ground that an insolvent defendant has the same right to such an order as any other defendant, but under the circumstances a month's further time was given to the plaintiff to file his replication. THIS was a motion on notice to discharge an order obtained by the defendant Captain Douglas dismissing this bill for want of prosecution. The defendant's answer was filed in July, 1855, but it appeared that previous to the above order the defendant had applied under the Insolvent Debtors' Act, and his estate and effects vested in his assignee.
Bazalgette in support; J. W. De L. Giffard contrà.
The Vice-Chancellor said that the motion was irregular, and must be dismissed with costs, as a bankrupt or insolvent defendant had the same right to move to dismiss for want of prosecution as other defendants. The plaintiff might, however, have a month's further time to file his replication.
ANALYTICAL DIGEST OF CASES.
SELECTED AND CLASSIFIED.
Appeals in Chancery.
See Limitations, Statute of.
See Trustee, 2.
See Parent and Child; Trustee, 1.
See Tenant for Life.
See Frauds, Statute of; Specific Performance, 2.
Bill to set aside, for return of consideration-Payment of debts.-On a bill filed to set aside a deed securing an annuity as being void by reason of the return of the consideration under the 6th section of the act 53 Geo. 3, c. 141: Held by the Lord Chancellor, reversing the decision of the Master of the Rolls, in reference to an objection that no relief could be granted in equity, that the intention of the act
was to give the same power to a court of equity in regard to an annuity to be enforced by suit as to a court of Law in regard to an annuity to be enforced by action: Held, also, that the burthen of proof was on the plaintiff to make out that there was a return of the consideration within the meaning of the section; that if the consideration was actually paid to the grantor, the application of it by him in discharge of debts really due from him to the grantee would not be such return; nor (semble) would it be so even if the grantor had previously told the grantee that he would make such an application of it. Pennell v. Smith, 5 De G. M'N. and G, 167.
And see Legatee; Specific Performance, 1; Vendor and Purchaser, 2; Will, 2.
Analytical Digest of Cases: Appeals in Chancery.
Of debt-Stamp-Order for payment.-Held, dismissing with costs an appeal from the Vice-Chancellor Stuart, 2 Smale and G. 141, that a written authority signed by a creditor, directed to his debtor and delivered to A. B. in this form :-"I hereby authorise you to pay to A. B. the sum of £ being the amount of my contract he having advanced me that sum" is a good assignment, if stamped as such, without being stamped as an order for payment. Diplock v. Hammond, 5 De G. M'N. and G. 320. And see Creditor's suit.
See Mortmain Acts, 2.
See Principal and surety.
BREACH OF TRUST.
See Trustee, 2; Will, 6.
CESTUI QUE TRUST.
See Trustee, 1, 2.
CHURCH BUILDING ACT.
See Mortmain Acts, 1.
CONSTRUCTION OF WILL.
See Mortmain Acts, 2; Will.
See Will, 1.
See Will, 6.
of suit was in his assignee: Held, reversing the decision of Vice-Chancellor Stuart, declaring that the settlement of May, 1846, was void against creditors, first, that the objection as to the want of a grant from the crown was invalid, because the plaintiff's claim was paramount to the settlement, which was good as against the insolvent, whose estate only vested in the crown; secondly, that inasmuch as the funds which formed the subject of the settlement were in the names of trustees, not for the insolvent but for others, the proceeding by charging order would have been nugatory: and, thirdly, that the insolvency having occurred after the institution of the suit, the frame of the suit was right. Goldsmith v. Russell, 5 De G. M'N. and G. 547.
Cases cited in the judgment:-Heath v. Chadwick, 2 Phill. 649; Columbine v. Penhall, 1 Smale and G. 228; Stanton v. Hatfield, 1 Keen. 358.
See Annuity; Assignment; Specific Performance, 2; Tenant for Life.
DEED OF SETTLEMENT.
See Public Company.
See Frauds, Statute of.
See Mortmain Acts, 1.
See Vendor and Purchaser, 3.
DISTRIBUTIONS, STATUTE OF.
Insolvency of assignor - Voluntary settlement13 Eliz. c. 5.-In December, 1845, the plaintiff obtained a judgment against his debtor, who in the same month, being othewise largely indebted, conveyed his reversionary interest in certain real estate to trustees, upon trust for sale, and to hold the proceeds, in default of a joint appointment by himself and his wife, for the benefit of his wife and child; in May, 1846, a settlement of the proceeds of the sale was made in favour of his wife and child. Previously to the execution of the settlement, the plaintiff had sued out a writ of outlawry against the debtor who had absconded, and on his return in May, 1852, the plaintiff filed the present bill against him, the cestuis que trust and trustees of the settlement of May, 1846, for the purpose of impeaching it as voluntary. After the institution of the suit the debtor was declared insolvent, and his assignee was made a party to the cause. The defendants, the trustees and cestuis que trust of the settlement, alleged in their answers that the settlement of May, 1846, was in pursuance of the previous deed of December, 1845, and at the bar objected, that having regard to the outlawry, the plaintiff ought to have clothed himself with the legal title by a grant from the crown; that he ought also to have obtained a charging order under the 12th section of the act 1 & 2 Vict. c. 110; and that the judgment debtor having become insolvent, the right
See Husband and wife.
DUPLICATION OF CHARGES.
See Will, 9.
Parol variation in terms of-Usury.-Money was advanced before the passing of the 17 & 18 Vict. c. 90, at £6 per cent. on a promissory note, and a deposit of title-deeds of freehold property as a collateral security. Afterwards it was agreed by parol that a legal mortgage should be executed by the borrower to secure the amount advanced with interest at £5 per cent. per annum, but no mortgage was executed: Held, allowing an appeal from the Vice-Chancellor Wood, 1 Kay, 231, that the parol agreement was sufficient to change the contract to a legal one, and that a return and fresh deposit of the deeds was not necessary to take the second contract out of the Statute of Frauds. James v. Rice, 5 De G. M'N. and G. 461.
Case cited in the judgment:-Exparte Kensington, 2 Ves. and B. 79; 2 Rose, 138.
EQUITY TO SETTLEMENT.
See Husband and wife.
See Foreign law; Jurisdiction; Limitations, Statute of; Trustee, 3.
[To be continued.]