(57.) The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit: any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors. (58.) A committee may elect a chairman of their meetings: if no such chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to be chairman of such meeting.

(59.) A committee may meet and adjourn as they think proper: questions at any meeting shall be determined by a majority of votes of the members present; and in case of an equal division of votes the chairman shall have a casting vote.

(60.) All acts done by any meeting of the directors, or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

(61.) The directors shall cause minutes to be made in books provided for that purpose,

(1.) Of all appointments of officers made by the directors;

(2.) Of the names of the directors present at each meeting of directors and committees of directors.

(3.) Of all orders made by the directors and committees of directors; and,

(4.) Of all resolutions and proceedings of meetings of the company and of the directors and committees of directors,

and any such minute as aforesaid, if signed by any person purporting to be the chairman of any meeting of directors, or committee of directors, shall be receivable in evidence without any further proof.

(62.) The company, in general meeting, may, by a special resolution, remove any director before the expiration of his period of office, and appoint another qualified person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held the same if he had not been removed.

Dividends.

(63.) The directors may, with the sanction of the company in general meeting, declare a dividend to be paid to the shareholders in proportion to their shares.

(64.) No dividend shall be payable except out of the profits arising from the business of the company.

(65.) The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as a reserved fund to meet contingencies, or for equalising dividends, or for repairing, or maintaining, the works connected with the business of the company, or any part thereof; and the directors may invest the sum so set apart as a reserved fund upon such securities as they, with the sanction of the company, may select.

(66.) The directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the company on account of calls or otherwise.

(67.) Notice of any dividend that may have been declared shall be given to each shareholder, or sent by post or otherwise to his registered place of abode, and all dividends unclaimed for three years, after having been declared, may be forfeited by the directors for the benefit of the company. (68.) No dividends shall bear interest as against the company.

Accounts.

(69.) The directors shall cause true accounts to be kept,—

Of the stock in trade of the company;

Of the sums of money received and expended by the company, and

the matter in respect of which such receipt and expenditure takes place; and,

Of the credits and liabilities of the company:

Such accounts shall be kept, upon the principle of double entry, in a cash book, journal, and ledger: the books of account shall be kept at the principal office of the company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the shareholders during the hours of business.

(70.) Once at the least in every year the directors shall lay before the company in general meeting a statement of the income and expenditure for the past year, made up to a date not more than three months before such meeting.

(71.) The statement so made shall shew, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure. distinguishing the expense of the establishment, salaries, and other like matters: every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting; and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

(72.) A balance sheet shall be made out in every year, and laid before the general meeting of the company, and such balance sheet shall contain a summary of the property and liabilities of the company, arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit.

(73.) A printed copy of such balance sheet shall, seven days previously to such meeting, be delivered at or sent by post to the registered address of every shareholder.

Audit.

(74.) The accounts of the company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the company in general meeting.

(75.) If not more than one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.

is

(76.) The auditors need not be shareholders in the company: no person eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the company; and no director or other oflicer of the company is eligible during his continuance in office.

(77.) The election of auditors shall be made by the company at their ordinary meeting, or, if there are more than one, at their first ordinary meeting in each year.

(78.) The remuneration of the auditors shall be fixed by the company at the

time of their election.

(79.) Any auditor shall be re-eligible on his quitting office.

(80.) If any casual vacancy occurs in the office of auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.

(81.) If no election of auditors is made in manner aforesaid the Board of Trade may, on the application of one fifth in number of the shareholders of the company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the company for his services.

(82.) Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto.

(83.) Every auditor shall have a list delivered to him of all books kept by the company, and he shall at all reasonable times have access to the books and accounts of the company he may at the expense of the company

employ accountants or other persons to assist him in investigating such accounts, and he may in relation to such accounts examine the directors or any other officer of the company. (84.) The auditors shall make a report to the shareholders upon the balance sheet and accounts, and in every such report they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet, containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the company's affairs, and in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory; and such report shall be read, together with the report of the directors, at the ordinary meeting.

Notices.

(85.) Notices requiring to be served by the company upon the shareholders may be served either personally, or by leaving the same or sending them through the post in a letter addressed to the shareholders at their registered places of abode.

(86.) All notices directed to be given to the shareholders shall with respect to any share to which persons are jointly entitled be given to whichever of the said persons is named first in the register of shareholders; and notice so given shall be sufficient notice to all the proprietors of such share.

(87.) All notices required by this Act to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the company is situate.

[FORM OF BALANCE SHEET.

X

FORM OF BALANCE SHEET referred to in TABLE B. (a).

THE COMPANIES ACT, 1867.

30 & 31 VICT. c. 131.

An Act to amend "The Companies Act, 1862."

[20th August, 1867.]

BE it enacted by the Queen's most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:

Preliminary.

1. This Act may be cited for all purposes as "The Com- Short title. panies Act, 1867."

2. The Companies Act, 1862, is hereinafter referred to as "The Principal Act;" and the Principal Act and this Act are hereinafter distinguished as and may be cited for all purposes as "The Companies Acts, 1862 and 1867;" and this Act shall, so far as is consistent with the tenor thereof, be construed as one with the Principal Act; and the expression "this Act" in the Principal Act, and any expression referring to the Principal Act which occurs in any Act or other document, shall be construed to mean the Principal Act as amended by this Act.

Act to be con

strued as one

with 25 & 26

Vict. c. 89.

3. This Act shall come into force on the first day of Sep- Commencetember one thousand eight hundred and sixty-seven, which ment of Act. date is hereinafter referred to as the commencement of this

Act.

Unlimited Liability of Directors.

have directors liability.

with unlimited

4. Where after the commencement of this Act a company Company may is formed as a limited company under the Principal Act, the liability of the directors or managers of such company, or the managing director, may, if so provided by the memorandum of association, be unlimited.

5. The following modifications shall be made in the thirtyeighth section of the Principal Act, with respect to the contributions to be required in the event of the winding-up of a limited company under the Principal Act, from any director

Liability of director, past where liability

and present.

is unlimited.