respects to correspond as nearly as possible with, those held by him in the original company.

XV. The company may, by a resolution passed with the assent of two-thirds of the votes of the shareholders, voting personally or by proxy, at any general meeting of the company convened with notice. of such object, from time to time increase the capital of the company, so as the total amount of capital, including the original capital, shall not exceed the sum of one million pounds sterling, and for that purpose may from time to time create a sufficient number of additional shares of such nominal amount, not being more than one thousand pounds or less than twenty pounds each, as they may by such resolution determine, and such new or additional shares shall be allotted and issued by the board of directors to such persons, on such terms, and subject to such conditions as may be prescribed by such resolution, or (if not thereby prescribed) as the directors may in each such case think fit.

XVI. Any capital to be raised by the creation of new shares shall be part of the general capital of the company, and shall be subject to the same provisions in all respects, whether with reference to the payment of calls, or the forfeiture of shares for non-payment of calls, or otherwise, as the original capital, except as to the times for making calls for such additional capital, and the amount of such calls, which respectively the directors may and shall fix as they shall think fit.

XVII. It shall be lawful for the company to borrow, on mortgage or bond, any sums not exceeding in the whole one-third of so much of the capital of the company for the time being subscribed for as shall for the time being remain to be called up: Provided, always, That after any money shall have been borrowed by the company under the powers of this act, one-third of all sums received by them for calls shall be applied in the repayment of such money, until the whole thereof be discharged.

XVIII. The mortgagees or bond creditors of the company may enforce the payment of the principal and interest on moneys due to them respectively upon their respective mortgages and bonds by the appointment of a receiver; and in order to authorize the appointment of such receiver, in the event of the principal moneys due on such mortgages and bonds not being duly paid, the amount of the principal moneys owing to the mortgagees or bond creditors by whom application for such receiver shall be made, shall not be less than the sum of five thousand pounds in the whole.

XIX. The ordinary general meetings of the company shall be held some time in the month of February in each year, or within twenty days next after, and the first of such ordinary general meetings shall be held some time in the month of February next after the passing of this act, or within twenty days next after that month.

XX. The number of shareholders who shall be entitled to require the directors to convene an extraordinary meeting shall be ten at least, holding, in the aggregate, not less than fifteen thousand pounds in shares or stock of the company.

XXI. Every general meeting shall be held in London at the company's principal office for the time being, or at such other convenient

place within five miles thereof, as the directors shall from time to time appoint.

XXII. The quorum of every general meeting shall be twenty shareholders, holding, in the aggregate, at least fifty thousand pounds in shares or stock of the company.

XXIII. The company inay, by a resolution passed with the assent of two-thirds of the votes of the shareholders, voting personally or by proxy, at any general meeting of the company convened with notice of such object, determine that the original shares of one thousand pounds, shall each be subdivided into fifty shares of twenty pounds each, and thereupon the board of directors shall take the necessary steps for carrying such resolutions into effect, and shall cause a new register to be made, and such twenty pound shares to be consecutively numbered, according to the provisions of "The Company's Clauses Consolidation Act, 1845;" and each person, who, at the time of such resolution, shall be entered upon the register as the holder of an original share of one thousand pounds, shall be registered as the holder of fifty of such twenty pound shares, and shall be entitled to a certificate of his proprietorship thereof; and the amount for the time being unpaid on such one thousand pounds share, shall thenceforth be apportioned rateably over such shares of twenty pounds, respectively, and be called up, and the payment thereof enforced on such terms and at such times as the directors may think fit.

XXIV. Every share of one thousand pounds shall confer fifty votes upon the holder; every share of less amount, which may hereafter be created either by division of the original shares, or upon the raising of further capital, shall confer one vote for every twenty pounds of its nominal amount; and every twenty pounds of stock in case of conversion or consolidation shall confer one vote.

XXV. The principal office of the company, and its corporate domicile, shall be in London.

XXVI. The number of directors shall for the present be eighteen, but a general meeting may, from time to time, reduce the number of directors to any number not less than eight, and may make or direct the necessary changes in the rotation of the retirement.

XXVII. The qualification of a director shall be the holding in his own right one original share of one thousand pounds in nominal amount in the capital of the company, or in shares of less denomination, if hereafter created or in stock, or partly in shares and partly in stock.

XXVIII. The persons who immediately before the passing of this act were the directors of the original company shall be the first directors of the company.

XXIX. The quorum of a meeting of directors shall be five, while the number of directors shall be eighteen, or any number exceeding twelve; when the number shall exceed eight and not exceed twelve, the quorum shall be four; and when the number shall not exceed eight, the quorum shall be three.

XXX. The number of directors of which committees appointed by the directors shall consist, shall be not less than three nor more than

nine, and the quorum of each such committee shall be such number as the board of directors shall prescribe.

XXXI. The remuneration of the directors, and also of the auditors appointed under the provisions of "The Companies Clauses Consolidation Act, 1845," shall, from time to time, be fixed by a general meeting of the company, and paid out of the funds of the company. XXXII. The company may, from time to time, by one or more resolution or resolutions of a general meeting, elect from among the shareholders ordinarily resident in the United States or in the British colonies of North America, and duly qualified to be directors, not more than twelve persons to be honorary directors of the company in addition to and independently of the ordinary directors above mentioned; no more than eight of these honorary directors shall be elected from the shareholders ordinarily resident in the United States of America, and no more than four from those ordinarily resident in the British colonies of North America; such honorary directors, when in England, shall have the right to be present at and take part in and vote at the meetings of directors, but they shall not be counted in determining whether or not there is a quorum, and shall receive no remuneration for their services; and the provisions of "The Companies Clauses Consolidation Act, 1845," as to the retirement of directors by rotation, shall apply to such honorary directors.

XXXIII. In addition to the ordinary and honorary directors of the company above mentioned, it shall be lawful for the lords commissioners of her Majesty's treasury to appoint an ex officio director on behalf of her Majesty's government, for the purpose of seeing to and securing, as well the due fulfilment by the company of their contracts for the time being in force with the government, for the transmission of messages and signals for her Majesty or on her Majesty's service, as the working of the company's electric telegraphs with due attention to the wants and interests of the public.

XXXIV. Such ex officio director shall not go out of office by rotation in the same manner as the other directors of the company; but the said lords commissioners may, at any time, remove from his office any such ex officio director, and may appoint a new ex officio director in the place of any one dying, retiring, or being removed.

XXXV. Such ex officio director may be a shareholder in the company or not, as the said lords commissioners shall think fit; he shall be entitled to be present at all meetings of the directors and of the company, and to take part in all discussions thereat, and to inspect and examine all minute books, books of account, and other books and documents of the company, but he shall not have a right to vote, and no remuneration shall be paid him by the company..

XXXVI. Such ex officio director shall have power, in case he shall be of opinion that any course proposed to be taken, or act proposed to be done by the company, will or may be prejudicial to or inconsistent with the due fulfilment of their contracts with the government, or the regular, speedy, and impartial transmission of messages and signals for the public, or otherwise disadvantageous to the government or the public, to veto the taking of such course, or the doing of such act, and to require that the matter shall be submitted to the

lords commissioners of her Majesty treasury for their decision, and the said lords commissioners shall thereupon decide whether or not the objection of such ex officio director was well founded, and whether or not such course shall be taken or act be done, and the decision of the said lords commissioners thereon shall be final and conclusive upon the company, unless the board of directors shall, within seven days after the decision of the said lords commissioners shall have been notified to them, give to the said lords commissioners notice in writing that they are dissatisfied with such decision, and in that case the matter shall be referred to any two of the judges of her Majesty's superior courts of common law at Westminster, who shall be willing to hear and determine the same, and the decision of such two judges as to whether or not such objection was well founded, and whether or not such course is to be taken or act to be done by the company, shall be final and conclusive on all parties.

XXXVII. Except as is otherwise provided by this act, such ex officio director shall have the same rights and powers as any other director of the company.

XXXVIII. Upon the election or appointment of any new director of the company (whether an ordinary or honorary director) notice thereof shall be forthwith given in writing to the lords commissioners of her Majesty's treasury, and his name submitted to them for their approval, and such new director shall not take his seat or act as a director until either such approval shall have been signified to the board of directors, or one month shall have elapsed after such notice, without any disapproval being signified by the said lords commissioner, in either of which cases such election or appointment shall be taken to have been confirmed; but if within the said period of one month the said lords commissioners shall signify their disapproval of the director so elected or appointed, then such election or appointment shall thereby become null and void, and another director shall be elected or appointed, and so on, as often as the like shall happen: provided, that this shall not apply to the present directors of the company on any future re-election or reappointment, but they may sit and act without regard to any such approval.

XXXIX. The undertaking for which the company is incorporated shall be the constructing and laying down of one or more submarine telegraphic cables or wires, or other telegraphic communication, between any point or points upon or near the coast of Ireland or of Great Britain, and any point or points in Newfoundland, or on the continent of America, and the working and using the said line or lines of telegraph for the transmission of messages.

XL. For the purpose of better enabling the company to complete and maintain the said line or lines of telegraphic communication, it shall be lawful for the company to place, lay down, and maintain upon, over, and along the shore of the sea, or of any bay or inlet of the sea, on the western coast of Ireland or the western coast of Great Britain, below high-water mark of the highest spring tide, and so into and across the Atlantic ocean, any cables, wires, works, or apparatus, for the purposes of any telegraph belonging to or to be established by the company, and from time to time to alter and repair the same,

respectively; and in order to, and in the course of, such placing, laying down, altering, and repairing, to dig up and cut channels in the said shore or shores, below such high-water mark, and to construct, lay down, moor, fix, and maintain, in the direction of any of such lines of telegraph, near the western coast of Ireland or of Great Britain, and so into the open sea and the Atlantic ocean, to such distance from the said coast as they may think fit, such buoys, sea-marks, and other things of the like kind for indicating the position and direction of such lines of telegraph as they may from time to time think fit, the company in the execution of such works doing as little damage as may be, and making compensation for all damage to be caused thereby.

XLI. In the event of the company being required by her Majesty's government, at any time after the passing of this act, to lay down and construct a line or lines of telegraphic communication between London and the terminus of the company's line or lines on the coast of Great Britain or Ireland, they shall be and are hereby authorized to lay down such line or lines accordingly, but nothing herein contained shall authorize the company to enter upon, take, or use any lands or hereditaments for such purpose without the consent of the owner and occupier thereof for the time being.

XLII. It shall not be lawful for the company to execute any works whatsoever on the bed or shore of the sea, or of any navigable river, so far as the tide flows and reflows, without the consent, in writing, of the commissioners of her Majesty's woods, forests, and land revenues, or one of them.

XLIII. This act shall not authorize the company to raise for or expend on the execution of any work situated in Great Britain and Ireland, or either of them, any greater sum in the whole than ninetyeight thousand pounds.

XLIV. The quantity of land within the United Kingdom which the company may hold at any one time (not including therein any land actually occupied by their telegraphic cables or their other lines of telegraph) shall not exceed thirty acres or such further quantity as the lords of the committee of privy council for trade shall or may from time to time by their license authorize or permit.

XLV. The company may construct, build, and maintains upon the land of which they may for the time being be in possession, such works and buildings for the purposes of their undertaking as they may from time to time think fit.

XLVI. Previously to commencing any work whatever on and within three miles seaward of the shores of Great Britain and Ireland, the company shall deposit at the admiralty office plans, sections, and working drawings of all such works for the approval of the lord high admiral of the United Kingdom of Great Britain and Ireland, or the commissioners for executing the office of lord high admiral aforesaid, such approval to be signified, in writing, under the hand of the secretary of the admiralty, and such works shall be constructed only in accordance with such approval; and when any such work shall have been commenced or constructed, it shall not be lawful for the company at any time to alter or extend the same without obtaining, previously to