Companies, &c. (Part III., Management and Administration.) a 3. In the case of any company not having a capital divided into shares, upon the application of members being in number not less than onefifth of the whole number of persons for the time being entered on the register of the company as members. Inspector may require production of books, and administer oaths, sec. 58. b Evidence in support of application and costs thereof, sec. 57. c Definition of members, sec. 23. d Register of members, sec. 25. Application to be sup ported by 57. The application shall be supported by such evidence as the Board of Trade may require for for inspection the purpose of showing that the applicants have good reason for requiring such invesevidence. tigation to be made, and that they are not actuated by malicious motives in instituting the same. The Board of Trade may also require the applicants to give security for payment of the costs of the inquiry before appointing any inspector or inspectors. a Under sec. 56. 58. It shall be the duty of all officers and agents of Inspection of the company to produce for the examination books. of the inspectors all books and documents in their custody or power. Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly. If any officer or agent refuses to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding five pounds in respect of each offence. Result of a Inspectors appointed under secs. 56 and 60. b Penalty for perjury, sec. 169. Recovery and application of penalties, secs. 65 and 66. 59. Upon the conclusion of the examination the inspectors shall report their opinion to the examination Board of Trade; such report shall be written or printed, as the Board of Trade directs. A how dealt with. Companies, &c. (Part III., Management and Administration.) сору shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them, or to any one or more of them. All expenses of and incidental to any such examination as aforesaid shall be defrayed by the members upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same to be paid out of the assets of the company, which it is hereby authorized to do. a Pursuant to sec. 56. Power of appoint inspectors. b Registered office, sec. 39. c Definition of members, sec. 23. 60. Any company under this Act may by special resolution appoint inspectors for the purpose company to of examining into the affairs of the company. The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting directs; and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document hereby required to be produced to such inspectors, or to answer any question, as they would have incurred if such inspector had been appointed by the Board of Trade. a Special resolution, sec. 51.-Powers of inspectors appointed by Board of Trade, secs. 56, 58, and 59. Report of 61. A copy of the report of any inspectors appointed under this Act, authenticated by the seal of inspectors to the company into whose affairs they have be evidence. made inspection, shall be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in such report. a Secs. 56 and 60. Companies, &c. (Part III., Management and Administration.) Notices. 62. Any summons, notice, order, or other document, required to be served upon the company may be served by leaving the same, or sending it through the posta in a prepaid letter addressed to the company, at their registered office." Service of notices on company. Rules as to notices by letter. a See sec. 63. b Registered office, sec. 39. 63. Any document to be served by post on the comshall be posted in such time as to admit pany of its being delivered in the due course of delivery within the period (if any) prescribed for the service thereof; and in proving service of such document it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the post-office. tion of company. a See sec. 62. 64. Any summons, notice, order, or proceeding reAuthentica- quiring authentication by the company may notices of be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print. a Reference to arbitration must be under common seal, sec. 72. Legal Proceedings. 65. All offences under this act made punishable by Recovery of any penalty may be prosecuted summarily penalties. before two or more justices, as to England, in manner directed by an Act passed in the Session holden in the eleventh and twelfth years of the reign of Her Majesty Queen Victoria, chapter forty-three, intituled, An Act to facilitate the Performance of the Duties of Justices of the Peace out of Sessions within England and Wales with respect to summary Convictions and 66 Companies, &c. (Part III., Management and Administration.) Orders," or any Act amending the same; and as to Scotland, before two or more justices or the sheriff of the county, in manner directed by the Act passed in the Session of Parliament holden in the seventeenth and eighteenth years of the reign of Her Majesty Queen Victoria, chapter one hundred and four, intituled, "An Act to amend and consolidate the Acts relating to Merchant Shipping," or any Act amending the same, as regards offences in Scotland against that Act, not being offences by that Act described as felonies or misdemeanors. And as to Ireland, in manner directed by the Act passed in the Session holden in the fourteenth and fifteenth years of the reign of Her Majesty Queen Victoria, chapter ninety-three, intituled, "An Act to consolidate and amend the Acts regulating the Proceedings of Petty Sessions, and the Duties of Justices of the Peace out of Quarter Sessions in Ireland," or any Act amending the same. 66. The justices or sheriff imposing any penalty Application under this Act may direct the whole or any of penalties. part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of Her Majesty's Exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the Consolidated Fund of the United Kingdom. a Power of justices or sheriff to impose penalty, sec. 65. Evidence of 67. Every company under this Act shall cause minutes of all resolutions and proceedings of general proceedings meetings of the company, and of the directors at meetings. or managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the purpose; and any such minute as aforesaid, if purporting to be D Companies, &c. (Part III., Management and Administration.) signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings; and until the contrary is proved, every general meeting of the company or meeting of directors or managers in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had, and all appointments of directors, managers, or liquidators" shall be deemed. to be valid, and all acts done by such directors, managers, or liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications." a Appointment of liquidators, sec. 133. b Books of the company on winding up to be evidence as between contributories, sec. 154.-Person making fraudulent entries guilty of misdemeanor, sec. 166. of Vice b 68. In the case of companies under this Act, and Jurisdiction engaged in working mines within and subject Warden of to the jurisdiction of the Stannaries, the court Stannaries. of the Vice-Warden of the Stannaries shall have and exercise the like jurisdiction and powers, as well on the common law as on the equity side thereof, which it now possesses by custom, usage, or statute, in the case of unincorporated companies, but only so far as such jurisdiction or powers are consistent with the provisions of this Act and with the constitution of companies as prescribed or required by this Act; and for the purpose of giving fuller effect to such jurisdiction in all actions, suits, or legal proceedings instituted in the said court, in causes or matters whereof the court has cognizance, all process issuing out of the same, and all orders, rules, demands, notices, warrants, and summonses required or authorized by the practice of the court to be served on any company, whether registered or not registered, or any member or contributory |