PARLIAMENTARY COMPANIES.

THE COMPANIES CLAUSES CONSOLIDATION

ACT 1845.

8 Vict. c. 16.

Register of Shareholders.

9.-The company shall keep a book to be called the "Register of Shareholders," and in such book shall be fairly and distinctly entered, from time to time, the names of the several corporations, and the names and addresses of the several persons entitled to shares in the company, together with the number of shares to which such shareholders shall be respectively entitled, distinguishing each share by its number and the amount of the subscriptions paid on such shares, and the surnames or corporate names of the said shareholders shall be placed in alphabetical order; and such book shall be authenticated by the common seal of the company being affixed thereto; and such authentication shall take place at the first ordinary meeting, or at the next subsequent meeting of the company, and so from time to time at each ordinary meeting of the company.

Addresses of Shareholders.

10. In addition to the said Register of Shareholders, the company shall provide a book to be called the "Shareholders' Address Book," in which the secretary shall, from time to time, enter in alphabetical order the corporate names and places of business of the several shareholders of the company, being corporations, and the surnames of the several other shareholders, with their respective Christian names, places of abode, and descriptions, so far as the same shall be known to the company.

Register of Mortgages and Bonds.

45. A register of mortgages and bonds shall be kept by the secretary, and within fourteen days after the date of any such mortgage or bond an entry or memorial, specifying the number and date of such mortgage or bond and the sums secured thereby, and the names of the parties thereto, with their proper additions, shall be made in such register.

Register of Stock.

63.-The company shall, from time to time, cause the names of the several parties who may be interested in any such stock as aforesaid, with the amount of the interest therein possessed by them respectively, to be entered in a book to be kept for the purpose, and to be called "The Register of Holders of Consolidated Stock."

Election of Auditors.

101.-Except where, by the special Act, auditors shall be directed to be appointed otherwise than by the company, the company shall, at the first ordinary meeting after the passing of the special Act, elect the prescribed number of auditors, and, if no number is prescribed, two auditors, in like manner as is provided for the election of directors; and at the first ordinary meeting of the company in each year thereafter the company shall in like manner elect an auditor to supply the place of the auditor then retiring from office, according to the provision hereinafter contained; and every auditor elected as herein before provided, being neither removed nor disqualified nor having resigned, shall continue to be an auditor until another be elected in his stead.

102.-Where no other qualification shall be prescribed by the special Act, every auditor shall have at least one share in the undertaking; and he shall not hold any office in the company, nor be in any other manner interested in its concerns except as a shareholder.

103.-One of such auditors (to be determined in the first instance by ballot between themselves, unless they shall otherwise agree, and afterwards by seniority) shall go out of office at the first ordinary meeting in each year; but the auditor so going out shall be immediately reeligible, and after any such re-election shall, with respect to the going out of office by rotation, be deemed a new auditor.

104.-If any vacancy take place among the auditors in the course of the current year, then, at any general meeting of the company, the vacancy may, if the company think fit, be supplied by election of the shareholders.

105. The provision of this Act respecting the failure of an ordinary meeting at which directors ought to be chosen shall apply, mutatis mutandis, to any ordinary meeting at which an auditor ought to be appointed.

Powers and Duties of Auditors.

106. The directors shall deliver to such auditors the half-yearly or other periodical accounts and Balance Sheet fourteen days at the least before the ensuing ordinary meeting at which the same are required to be produced to the shareholders, as hereinafter provided.

107. It shall be the duty of such auditors to receive from the directors the half-yearly or other periodical accounts and Balance Sheet required to be presented to the shareholders, and to examine the same.

108.-It shall be lawful for the auditors to employ such accountants and other persons as they may think proper, at the expense of the company, and they shall either make a special report on the said accounts

or simply confirm the same; and such report or confirmation shall be read, together with the report of the directors, at the ordinary meeting.

Accounts.

115. The directors shall cause full and true accounts to be kept of all sums of money received or expended on account of the company by the directors and all persons employed by or under them, and of the matters and things for which such sums of money shall have been received or disbursed and paid.

116. The books of the company shall be balanced at the prescribed periods, and, if no periods be prescribed, fourteen days at least before each ordinary meeting; and, forthwith, on the books being so balanced, an exact Balance Sheet shall be made up, which shall exhibit a true statement of the capital, stock, credits, and property of every description belonging to the company, and the debts due by the company at the date of making such Balance Sheet, and a distinct view of the profit or loss which shall have arisen on the transactions of the company in the course of the preceding half-year; and previously to each ordinary meeting such Balance Sheet shall be examined by the directors, or any three of their number, and shall be signed by the chairman or deputychairman of the directors.

118. The directors shall produce to the shareholders assembled at such ordinary meeting the said Balance Sheet, applicable to the period immediately preceding such meeting, together with the report of the auditors thereon, as herein before provided.

Dividends.

120.-Previously to every ordinary meeting at which a dividend is intended to be declared, the directors shall cause a scheme to be prepared showing the profits, if any, of the company for the period current since the preceding ordinary meeting at which a dividend was declared, and apportioning the same, or so much thereof as they may consider applicable to the purposes of dividend, among the shareholders, according to the shares held by them respectively, the amount paid thereon, and the periods during which the same may have been paid, and shall exhibit such scheme at such ordinary meeting, and at such meeting a dividend may be declared according to such scheme.

121.—The company shall not make any dividend whereby their capital stock will be in any degree reduced: provided always that the word "dividend" shall not be construed to apply to a return of any portion of the capital stock, with the consent of all the mortgagees and bond creditors of the company, due notice being given for that purpose at an extraordinary meeting to be convened for that object.

122.-Before apportioning the profits to be divided among the shareholders the directors may, if they think fit, set aside thereout such sum as they may think proper to meet contingencies, or for enlarging, repairing, or improving the works connected with the undertaking, or any part thereof, and may divide the balance only among the shareholders.

123. No dividend shall be paid in respect of any share, until all calls then due in respect of that and every other share held by the person to whom such dividend may be payable shall have been paid.

MINING COMPANIES.

THE STANNARIES ACT 1887.

2. In this Act

50 and 51 Vict. c. 43.

Interpretation.

The term "the Stannaries" means the Stannaries of Cornwall and Devon :

The term "Vice-Warden" means the Vice-Warden of the Stannaries for the time being:

"Court" means the Vice-Warden's court:

The " registrar" means the registrar for the time being of the Court:

66

25 and 26 Vict. c. 89.

The term company means any persons or partnership body, joint stock company, company constituted under the Companies Act 1862, or any statutory modification thereof, and whether corporate or unincorporate, and whether limited or unlimited, engaged in or formed for working mines within the Stannaries:

The term "purser " means the purser for the time being of a company, or if there is no purser then the secretary for the time being, or if there is no secretary, then the principal agent or manager for the time being of a company:

The term "Cost Book" includes all books and papers relating to the business of a mine which are for the time being kept by a purser, or which, according to law or the custom of the Stannaries, ought to be kept by him:

The term "lessors" means the lessor or grantor of any lease, or grant of any mine, or licence to exercise mining rights and powers, and includes every person entitled under any such lease, grant, or licence, or any other instrument whatever, to receive the rents or dues payable in respect of any mine:

The term "mortgagees" includes all holders of mortgage-debentures, mortgages, or other charges issued by any company :

The term "sheriff" includes any officer charged with the execution of a writ or other process:

The term " miners includes all artisans, labourers, and other persons working in and about a mine, except the purser, secretary, agent, or manager:

The term "wages" includes all earnings by miners arising from any description of piece or other work, or as tributers or otherwise : The term "mining effects" includes machinery, materials, goods, and chattels, and all ores and halvans, and all other personal property appertaining to a mine, or used or intended to be used for mining purposes.

Extent of Act.

3. This Act extends only to metalliferous mines and tin streaming works within the Stannaries.

Mine club funds to be accounted for.

13. (1) After the commencement of this Act, any custom or rule of law to the contrary notwithstanding, all moneys deducted in any mine from the wages or earnings of or otherwise contributed by the miners for the purposes of a mine club, or accident, or sick or benefit fund, shall, unless a majority of the miners shall by resolution decide otherwise, be deemed to belong to the miners and not to the company, and the said moneys, and any contributions added thereto by the shareholders, shall be placed to a separate account, and the details thereof, showing the amount received and the several payments thereout, and to whom made during each preceding sixteen weeks, shall be set out in the Balance Sheet to be presented to the shareholders at each ordinary meeting; and a copy of the same shall be posted in the miners' dry or changing sheds, and in the account house; and it shall be lawful for the miners in any mine, if they so please, to appoint any two of them. selves to audit the said mine club fund accounts: Provided that section thirty-four of this Act shall not restrain the right of the miners to pass any such resolution, and such resolution shall have effect for twelve calendar months only after the passing thereof. And in the event of any money being so deducted for the purpose of medical attendance,