Page images
PDF
EPUB

68.

Arbitration Act, 1859." And the companies (parties to the arbitration), may delegate to the person or persons to whom the reference is made, power to settle any terms or to determine any matter capable of being lawfully settled by the companies themselves, or by the directors or other managing body thereof.

We have, therefore, deemed it desirable to give a brief synopsis of the latter Act, and for convenience of reference have taken the several sections seriatim, placing opposite to each its respective number.

66

RAILWAY COMPANIES ARBITRATION ACT, 1859" (22 and 23
Vict., cap. 59).

(i.)
(ii.)

(iii.)

(iv.)

(v.)

(vi.)

(Introductory).

Any two companies by writing under common seal
may agree to refer their differences to arbitration
under this Act.

The companies may (with each other's consent).
alter, add to, or revoke agreement of reference.
If such agreement not so revoked, it shall be
binding, and may be carried into full effect.
Where the companies agree, the reference shall be
made to a single arbitrator :

But if they do not so agree, the reference shall be
as follows:-

Where there are two companies—to two arbitrators, and

Where three or more companies-then to as many arbitrators as there are companies:

(vii.) Where there are two or more arbitrators, each
company shall, by writing under seal, appoint one
of them, and shall give notice thereof in writing
to the other companies.

(viii.) Should any such company fail to appoint its arbitra-
tor within fourteen days after being requested in
writing so to do, then the Board of Trade may, on
application of the other company, appoint one.
(ix.) Should one of the arbitrators die, or become inca-
pable, or unfit, before the matter is determined, or
for seven consecutive days fail to act, the company
shall in writing, fill up the vacancy by another
arbitrator.

(x.)

(xi.)

Failing which, within fourteen days after being requested in writing by the other company so to do, the Board of Trade may fill up the vacancy. After such appointment, no company has power to revoke same without the consent in writing of the other companies (under seal).

(xii.) Before entering on the business, the arbitrators shall appoint in writing under their hands an impartial and qualified umpire:

(xiii.) Failing which, within seven days after reference made to them, Board of Trade may, on application,

appoint one.

(xiv.) If umpire dies, or becomes incapable, or fails to act for seven consecutive days, the arbitrators shall fill up the vacancy ;

(xv.)

Failing which, within seven days after notice thereof, the Board of Trade may

do so.

(xvi.) Newly appointed arbitrators to have the same powers as their predecessors.

(xvii.) If the arbitrators fail to make the award within the time agreed on, or in the absence of an agreement within thirty days after reference made to them, the matter shall stand referred to the umpire, or so much thereof as is undecided.

(xviii.) The arbitrators or umpire may call for the production of documents of evidence, and may examine witnesses on oath, and administer same; and in Scotland, may grant diligence for the recovery of the documents or evidence and for citing witnesses; and, on application to the Lord Ordinary, he may issue letters of supplement or other necessary writs in support of the diligence.

(xix.) Unless the companies otherwise agree, the arbitrators and umpire may proceed with reference as they think fit:

(xx.) And may even proceed in the absence of the companies, after giving the latter due notice.

(xxi.) They may make several awards, if they think fit, each one relating to a part of the matter referred to them, and the same shall be binding.

(xxii.). The award to bind all parties, if made within the

proper time.

(xxiii.) The umpire (unless the companies otherwise agree)·

69.

70.

71.

may extend the time for making the award, by
writing under his hand.

(xxiv.) No award shall be set aside for informality.
(XXV.) Unless the companies otherwise agree, everything in
the award shall be complied with by the parties :
(xxvi.) And legal proceedings may be taken in the superior
courts to enforce same.

(xxvii.) Unless the companies otherwise agree, the costs to
be in the discretion of the arbitrators or umpire :—
(xxviii.) Or, if not otherwise agreed, and the award does not
determine same, then the cost of attending the
arbitration and the award shall be borne in equal

shares, and in other respects the companies shall bear their own respective costs.

(xxix.) The submission (or agreement of reference) may be made a rule of court.

LEGAL PROCEEDINGS.

Where a limited company is plaintiff, or pursuer in any action, suit, or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by any credible testimony, that in the event of the defendant being successful, the assets of the company will be insufficient to pay his costs, require sufficient security to be given for such costs, and stay all proceedings until it is so given.-(S. 69.)

ACTION AGAINST A MEMBER. (S. 70.)

In any action or suit brought by the company against any member to recover money due from him in his character of member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member, and indebted to the company in respect of a call made, or other monies due whereby an action or suit hath accrued to the company.

EVIDENCE.

It will have been seen that the "Act" makes it compulsory for companies to cause minutes of all their proceedings to be duly entered in books kept for the purpose (vide Cl. 36), and a stronger reason could not be urged to prove the necessity of strict attention in this respect than to state that such minutes are admissible as evidence in all legal proceedings.-(S. 67.)

72.

73.

A copy of the report of any inspectors appointed as set forth in Cl. 333 to 341, authenticated by the seal of the company, will also be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in such report.-(S. 61.)

COURT OF THE VICE-WARDEN OF THE STANNARIES.

Section 68 confers full jurisdiction and powers on this Court with respect to companies under the "Act" engaged in working mines within and subject to such jurisdiction.

74.

75.

GENERAL MEETINGS.

Proceedings at such Meetings generally-also as to certain
Powers which cannot be exercised without the sanction of
the Members, either in General Meeting or Extraordinary
General Meeting.

Assuming, as before, that the Regulations prescribed by the "Act" (Table A), have not been altered or modified by the company, or (in case of a company limited by shares) if no Articles of Association have been registered, the first general meeting shall be held at such time and place as the directors may determine, but must be so held within six months from the date of its incorporation.-(R. 29.) As to subsequent meetings, it has already been stated (Cl. 40), that one at least shall be held annually. The time and place of holding the latter may be fixed by the company in general meeting, failing which they shall be held on the first Monday in February each year, at such place as the directors may determine.(R. 30.) These are termed ordinary meetings, in contradistinction to those which members may, under certain conditions, require directors to convene, and which are called extraordinary. -(See Cl. 76.)

The

Every member must have at least seven days' notice of any ordinary general meeting (R. 35), the usual method being to transmit a printed copy of the company's balance sheet and directors' report, with such notice endorsed thereon. latter should specify the place, day and hour, of such meeting; and if any business is intended to be transacted other than the adoption of the balance sheet and report, or the sanctioning a

76.

77.

ness.

dividend, it must state clearly the nature of such special busiAll matters done at ordinary meetings, except those just mentioned, together with the whole of the business transacted at extraordinary meetings, are deemed "special," and require to be set forth in the notice.-(R. 36.)

The directors may, whenever they think fit, and shall, upon a requisition made in writing, by not less than one-fifth in number of the members, convene an extraordinary general meeting.-(R. 32.) The requisition must express the object of the proposed meeting, and must be left at the registered office of the company.-(R. 33.) If the directors fail to convene the same within twenty-one days from the date of the requisition, the requisitionists, or any members of the required number, may themselves convene such extraordinary meeting. (R. 34.) See also Cl. 78.

The chairman of the board of directors (if any) shall preside at every general meeting of the company; but if he is not present within fifteen minutes after the appointed time of the meeting, the members present shall choose one of their number to fill the post.-(R. 39 and 40.)

No business shall be transacted at any general meeting except the declaration of a dividend, unless a quorum of members is present when it proceeds to business.-(R. 37.) If the persons who have taken shares in a company do not exceed ten in number, the quorum shall be five, with the addition of one for every five members above that number up to fifty, and one for every ten after fifty; but in no case shall the quorum exceed twenty.-(R. 37.) 78. If the meeting has been convened upon the requisition of members, and the above quorum is not present within an hour from the appointed time, it shall be dissolved; but in any other case it shall stand adjourned to the same day in the following week, at the same time and place; but should the necessary quorum be still absent, then the meeting shall be adjourned sine die.-(R. 38.)

79.

80.

The chairman may also, with the consent of any meeting, adjourn the same from time to time and place to place; but no fresh business shall be transacted at such adjournment.(R. 41.)

It has already been stated (Cl. 36), that the "Act" makes it compulsory that Minutes of all resolutions and proceedings of a company shall be entered in a book kept for the purpose. The plan generally adopted, and one which is found the most

« PreviousContinue »