Meetings of Provisional 65. In the case of every proposed Provisional Order (1) during the progress of which provisions have been inserted empowering or requiring any Company, Society, Association, or Co-partnership, formed or registered under the Companies Act, 1862, or otherwise constituted, and not being a Company to which the preceding Order applies, to do any act not authorised by the Memorandum and Articles of Association of such Company, or other Instrument constituting or regulating such Company, Society, Association, or Co-partnership, or authorising or enacting the abandonment of the undertaking, or any part of the undertaking, of any such Company, Society, Association, or Co-partnership, or the dissolution thereof, or in which any such provisions originally contained in the draft Provisional Order have been materially altered, or (2) by which any such powers are conferred on any Company, Society, Association, or Co-partnership not being the Promoters of the Provisional Order, the Examiner shall report as to compliance or non-compliance with the following Order; In the case of a Company formed or registered under the Companies Act, 1862, The proposed Provisional Order shall, before it is finally made and issued, be approved by a special resolution of the Company. In the case of any other such Company, Society, Association, or Co-partnership as aforesaid, The proposed Provisional Order shall, before it is finally made and issued, be consented to by a majority of threefourths in number and (where applicable) in value of the proprietors or members of such Company, Society, Association, or Co-partnership present, in person or by proxy, at a meeting convened with notice of the business to be transacted and voting at such meeting, such consent to be certified in writing by the chairman of the meeting. A copy of such special resolution or certificate of consent shall be deposited in the Office of the Secretary for Scotland. Provided always, that if the terms of such special resolution or consent the draft Provisional Order as originally applied for shall have been approved or consented to, subject to such additions, alterations, and variations as may be made during the progress thereof, then it shall not be necessary for the purposes of this Order to obtain any further approval or consent in respect of any provisions inserted during the progress thereof; provided nevertheless that it shall be competent for the Secretary for Scotland or for Commissioners on the Provisional Order if they think fit, having regard to the nature and effect of such provisions, to require any further evidence of the * 25 & 26 Vict. c. 89. approval or consent to such provisions on the part of the shareholders or members of the Company, Society, Association, or Co-partnership. The names of the proprietors or members present in person at the meeting shall be recorded by the Company, Society, Association, or Co-partnership. For this purpose the meeting, and any other consecutive meetings, whether general or special, and whether preceding or following it, shall be deemed to be the same meeting. A poll may be demanded by any one proprietor or member present in person at the meeting, notwithstanding any provision to the contrary contained in any instrument constituting or regulating the Company, Society, Association, or Co-partnership. If a poll is taken, there shall be deposited in the Office of the Secretary for Scotland a statement of the number of votes. So far as any such Provisional Order relates to a separate class of proprietors or members of any Company, Society, Association, or Co-partnership as distinct from the proprietors or members generally, such Provisional Order shall be approved or assented to by the proprietors or members generally, and also by the separate class of proprietors or members; and the provisions of this Order applicable to the proprietors or members generally shall, mutatis mutandis, apply to the separate class of proprietors or members. No Provisional Order to which this Order applies shall be finally made and issued until the Examiner has reported to the Secretary for Scotland that compliance with this Order has been proved. of any Company to sum 66. When any proposed Provisional Order contains a provi- Consent of sion authorising any Company incorporated by Act of Parlia- Proprietors ment, or any class of holders of share or loan capital in any such Company, to subscribe or to alter the terms or conditions authorised to of any subscription towards, or to guarantee or to raise any be raised money in aid of the undertaking of another Company (which in aid of undertaking Provisional Order is not applied for by the Company so of another authorised, or of which such Company is not a joint promoter), Company. proof shall be required before the Examiner before such Provisional Order is finally made and issued that the Company, or the class of holders of share or loan capital so authorised, has consented to such subscription, alteration, guarantee, or raising of money, at a meeting of the proprietors of the Company, or of any such class of holders of share or loan capital, as the case may be, held specially for that purpose, in the same manner and subject to the same provisions as the meeting Consent of Examination of Provisional Memorial of non-com- directed to be held under Order 64; and that the Notices for the Provisional Order state the specific sum, if any, proposed to be subscribed, or guaranteed or raised, or the alteration of the terms or conditions of the subscription, as the case may be. No Provisional Order to which this Order applies shall be finally made and issued until the Examiner has reported to the Secretary for Scotland that compliance with this Order has been proved. 68. When in any proposed Provisional Order for the purpose of establishing a company for carrying on any Work or Undertaking, any person is specified as Manager, Director, Proprietor or otherwise concerned in carrying such Provisional Order into effect, proof shall be required before the Examiner before such Provisional Order is finally made and issued that such person has subscribed his name to the Petition for the Provisional Order, or to a printed Copy of the draft Provisional Order as applied for. III. Proceedings of, and in relation to, the Examiners. 69. The Examinations of the proposed Provisional Orders which shall have been duly applied for, shall commence, proceed, and conclude as soon as may be, having regard to the respective duties of the Examiners. The appointments of time and place for Examinations shall be in the discretion of the Examiners; provided that where it appears to be for the general convenience of the parties interested or to be otherwise advisable the Examinations shall be held in Scotland. 70. Any parties shall be entitled to appear and to be heard complaining by themselves, their agents, and witnesses, upon a Memorial addressed to the Examiner, complaining of a non-compliance with the General Orders, provided the matter complained of be specifically stated in such Memorial, and the party (if any) who may be specifically affected by the non-compliance with the General Orders have signed such Memorial and shall not have withdrawn his signature thereto, and such Memorial have been duly deposited in the Office of the Examiners not later than three weeks after the Petition for the Provisional Order has been lodged when it relates to General Orders 3 to 59, and not later than three days before the day appointed by the Examiner for the Examination of the proposed Provisional Order with regard to further General Orders when it relates to such Orders. The marginal numbers refer to the corresponding Standing Order of the House of Commons; those in italics to the corresponding Standing Order of the House of Lords. memorialize [75.] [74.] 71. In case any proprietor, shareholder, or member of or in Proprietors any Company, Society, Association, or Co-Partnership, shall dissenting at by himself, or any person authorised to act for him in that meeting may behalf, have dissented at any meeting called in pursuance of and be heard. General Orders 62 to 66, such proprietor, shareholder, or member shall be permitted to be heard by the Examiner, on the compliance with such General Order, by himself, his agents. and witnesses, in a Memorial addressed to the Examiner, such Memorial having been duly deposited in the Office of the Examiners at Westminster not later than seven days after the day on which the meeting was held. A copy of any Memorial addressed to the Examiner shall at the time when such Memorial is deposited be sent by the Memorialists to the Promoters or their agent. 72. One of the Examiners shall give the Promoters or their Agent and any Memorialists or their Agent notice of the day and place appointed for the Examination of each proposed Provisional Order which shall have been duly applied for. 73. All draft Provisional Orders as originally deposited shall be referred by the Secretary for Scotland to the Examiners, and the Examiner shall certify by endorsement on each draft Provisional Order and shall report to the Chairmen and to the Secretary for Scotland whether the General Orders have or have not been complied with; and when the General Orders have not been complied with, he shall also report to the Chairmen the facts upon which his decision is founded, and any special circumstances connected with the case. 74. All modified draft Provisional Orders as printed and deposited in terms of sections seven and eight of the principal Act shall be referred by the Secretary for Scotland to the Examiners, and the Examiner shall report to the Chairmen and to the Secretary for Scotland whether the General Orders have or have not been complied with, and when they have not been complied with he shall also report to the Chairmen the facts upon which his decision is founded, and any special circumstances connected with the case, and in the case of any modified draft Provisional Order, the compliance with such General Orders only as shall not have been previously inquired into shall be proved. If the Examiner finds in terms of this or the immediately preceding Order that the General Orders have not been complied with, the Petitioners for the Provisional Order may, within seven days after such finding has been reported to the Chairmen, apply by Memorial to the Chairmen to dispense with any General Order which is reported not to have been complied with, and a copy of any such Memorial shall at the time when such Memorial is presented be sent by the Petitioners to the party or parties, if any, upon whose complaint the Examiner reported such General Order not to have been complied with. Notice to be given of day and place appointed for Examination [70.] [72.] Draft Order to be referred to Examiners. [71.] 76.] Modified referred to [72.] [87. Proof by [76] [77.] Procedure for proving unopposed Orders. Notice of Inquiry by sioners to be given, and copies of filled up Order to be laid before Secretary for Scotland. [82.] 75. The Examiner may admit Affidavits in proof of the compliance with the General Orders, or may require further evidence; and such Affidavit shall be sworn, if in England, before a Justice of the Peace, or a Commissioner for Oaths; if in Scotland, before any Sheriff Depute or his Substitute, or a Justice of the Peace; and if in Ireland, before any Judge or Assistant Barrister of that part of the United Kingdom, or before a Justice of the Peace. IV. Proceedings of, and in relation to, Commissioners appointed under the principal Act, and other proceedings and requirements in regard to Provisional Orders. Proceedings before, at, and after an Inquiry. 75a. In cases where there is no opposition to a draft Provisional Order, or where any opposition thereto has been withdrawn before an inquiry has been held, the Promoters or their Agent shall appear when called on for the purpose of giving evidence in regard to the statements contained in the draft Provisional Order, or in the preamble thereto, or in regard to the consents of the Parties concerned (where such consent is required by General Orders), or otherwise in regard to the draft Provisional Order, as may be required. Such appearance shall be made before the Secretary for Scotland, or such person or persons as he may appoint, and the Secretary for Scotland and such person or persons respectively shall have power at such appearance to examine witnesses on oath, and to require the production of all books, papers, plans, and documents relating to the matters dealt with in the draft Provisional Order. Unless the Promoters or their Agent consent to shorter notice, the Secretary for Scotland shall give not less than seven clear days' notice of the time and place of such appearance; and three clear days at least before the day appointed for such appearance the Promoters or their Agent shall deposit at the Office of the Secretary for Scotland, Whitehall, three copies of the Provisional Order as proposed to be submitted at such appearance, and such copies shall be signed by the Promoters or their Agent. 76. A Chairman of Commissioners appointed for the purpose of inquiry as to the propriety of making and issuing a Provisional Order or Orders under the principal Act shall, as soon as may be after such appointment, inform the Secretary for Scotland of the time and place fixed for such inquiry or inquiries, and the Secretary for Scotland shall thereupon cause the Promoters of such Order or Orders, and any Petitioners praying to be heard against such Order or Orders whose Petitions have been duly presented to him in terms of General Orders and have not been withdrawn, or their respective |