Power to borrow if given by a Mortgagee or Bond Creditor shall be delivered to Money. the Secretary or left at the principal Office of the Company, and if given by the Company shall be given either personally to such Mortgagee or Bond Creditor or left at his Residence, or if such Mortgagee or Bond Creditor be unknown to the Directors, or cannot be found after diligent Inquiry, such Notice shall be given by Advertisement in the London or Dublin Gazette, according as the principal Office of the Company shall be in England or Ireland, and in some Newspaper as after mentioned.

Interest to

cease on Expiration of Notice to pay off Mort. gage or Bond.

Arrears of

Interest, when to be enforced by Appointment of a Receiver.

Arrears of
Principal and
Interest.

Appointment of Receiver.

LII. If the Company shall have given Notice of their Intention to pay off any such Mortgage or Bond at a Time when the same may lawfully be paid off by them, then at the Expiration of such Notice all further Interest shall cease to be payable on such Mortgage or Bond, unless, on Demand of Payment made pursuant to such Notice, or at any Time thereafter, the Company shall fail to pay the Principal and Interest due at the Expiration of such Notice on such Mortgage or Bond.

LIII. Where by the special Act the Mortgagees of the Company shall be empowered to enforce the Payment of the Arrears of Interest, or the Arrears of Principal and Interest, due on such Mortgages, by the Appointment of a Receiver, then, if within Thirty Days after the Interest accruing upon any such Mortgage has become payable, and, after Demand thereof in Writing, the same be not paid, the Mortgagee may, without Prejudice to his Right to sue for the Interest so in arrear in any of the Superior Courts of Law or Equity, require the Appointment of a Receiver, by an Application to be made as herein-after provided; and if within Six Months after the Principal Money owing upon any such Mortgage has become payable, and after Demand thereof in Writing, the same be not paid, the Mortgagee, without Prejudice to his Right to sue for such Principal Money, together with all Arrears of Interest, in any of the Superior Courts of Law or Equity, may, if his Debt amount to the prescribed Sum alone, or if his Debt does not amount to the prescribed Sum, he may, in conjunction with other Mortgagees whose Debts, being so in arrear, after Demand as aforesaid, shall, together with his, amount to the prescribed Sum, require the Appointment of a Receiver, by an Application to be made as herein-after provided.

LIV. Every Application for a Receiver in the Cases aforesaid shall be made to Two Justices, and on any such Application it shall be lawful for such Justices, by Order in Writing, after hearing the Parties, to appoint some Person to receive the whole or a competent Part of the Tolls or Sums liable to the Payment of such Interest, or such Principal and Interest, as the Case may be, until such Interest, or until such Principal and Interest, as the Case may be, together with all Costs, including the Charges of receiving the Tolls or Sums aforesaid, be fully paid; and upon such Appointment being made all such Tolls and Sums of Money as aforesaid shall be paid to and received by the Person so to be appointed; and the Money so to be received shall be so much Money received by or to the Use of the Party to whom such Interest, or such Principal and Interest, as the Case may be, shall be then due, and on whose Behalf such Receiver shall have been appointed; and after such Interest and Costs, or such Principal,

Interest,

༄།

Interest, and Costs, have been so received, the Power of such Power to borrow

Receiver shall cease.

Money.

LV. At all seasonable Times the Books of Account of the Access to Company shall be open to the Inspection of the respective Mort- Account Books gagees and Bond Creditors thereof, with Liberty to take Extracts by Mortgagees. therefrom, without Fee or Reward.

And with respect to the Conversion of the borrowed Money Loans. into Capital, be it enacted as follows:

LVI. It shall be lawful for the Company, if they think fit, unless Power to conit be otherwise provided by the special Act, to raise the additional vert Loan into Sum so authorized to be borrowed, or any Part thereof, by creating Capital. new Shares of the Company, instead of borrowing the same, or, having borrowed the same, to continue at Interest only a Part of such additional Sum, and to raise Part thereof by creating new Shares; but no such Augmentation of Capital as aforesaid shall take place without the previous Authority of a General Meeting of the Company.

Shares.

LVII. The Capital so to be raised by the Creation of new New Shares to Shares shall be considered as Part of the general Capital, and shall be considered be subject to the same Provisions in all respects, whether with same as original reference to the Payment of Calls, or the Forfeiture of Shares on Nonpayment of Calls, or otherwise, as if it had been Part of the original Capital, except as to the Times of making Calls for such additional Capital, and the Amount of such Calls, which respectively it shall be lawful for the Company from Time to Time to fix as they shall think fit.

offered to the

LVIII. If at the Time of any such Augmentation of Capital If old Shares at taking place by the Creation of new Shares the then existing Premium new Shares be at a Premium, or of greater actual Value than the Shares to be nominal Value thereof, then, unless it be otherwise provided by Shareholders. the special Act, the Sum so to be raised shall be divided into Shares of such Amount as will conveniently allow the same to be apportioned among the then Shareholders in proportion to the existing Shares held by them respectively; and such new Shares shall be offered to the then Shareholders in the Proportion aforesaid; and such Offer shall be made by Letter under the Hand of the Secretary given to or sent by Post, addressed to each Shareholder according to his Address in the Shareholders Address Book, or left at his usual or last Place of Abode.

LIX. The said new Shares shall vest in and belong to the Shares to vest Shareholders who shall accept the same, and pay the Value thereof in the Parties to the Company at the Time and by the Instalments which shall accepting; be fixed by the Company; and if any Shareholder fail for One otherwise to be disposed of by Month after such Offer of new Shares to accept the same, and pay the Directors. the Instalments called for in respect thereof, it shall be lawful for the Company to dispose of such Shares in such Manner as they shall deem most for the Advantage of the Company.

LX. If at the Time of such Augmentation of Capital taking If not at a place the existing Shares be not at a Premium, then such new Premium, to be Shares may be of such Amount, and may be issued in such Manner issued as Company think fit. and on such Terms, as the Company shall think fit.

Consolidation of
Shares.

Power to consolidate Shares into Stock.

Proprietors of

Stock may transfer the

same.

Register of Stock.

Proprietors of
Stock entitled

to Dividends.

Application of
Capital.

And with respect to the Consolidation of the Shares into Stock, be it enacted as follows:

LXI. It shall be lawful for the Company from Time to Time, with the Consent of Three Fifths of the Votes of the Shareholders present in Person or by Proxy at any General Meeting of the Company, when due Notice for that Purpose shall have been given, to convert or consolidate all or any Part of the Shares then existing in the Capital of the Company, and in respect whereof the whole Money subscribed shall have been paid up, into a General Capital Stock, to be divided amongst the Shareholders according to their respective Interests therein.

LXII. After such Conversion or Consolidation shall have taken place all the Provisions contained in this or the special Act which require or imply that the Capital of the Company shall be divided into Shares of any fixed Amount, and distinguished by Numbers, shall, as to so much of the Capital as shall have been so converted or consolidated into Stock, cease and be of no Effect, and the several Holders of such Stock may thenceforth transfer their respective Interests therein, or any Parts of such Interests, in the same Manner and subject to the same Regulations and Provisions as or according to which any Shares in the Capital of the Company might be transferred under the Provisions of this or the special Act; and the Company shall cause an Entry to be made in some Book, to be kept for that Purpose, of every such Transfer; and for every such Entry they may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed a Sum not exceeding Two Shillings and Sixpence.

LXIII. The Company shall from Time to Time cause the Names of the several Parties who may be interested in any such Stock as aforesaid, with the Amount of the Interest therein possessed by them respectively, to be entered in a Book to be kept for the Purpose, and to be called "The Register of Holders of Consolidated Stock ;" and such Book shall be accessible at all seasonable Times to the several Holders of Shares or Stock in the Undertaking.

LXIV. The several Holders of such Stock shall be entitled to participate in the Dividends and Profits of the Company, according to the Amount of their respective Interests in such Stock, and such Interests shall, in proportion to the Amount thereof, confer on the Holders thereof respectively the same Privileges and Advantages, for the Purpose of voting at Meetings of the Company, Qualification for the Office of Directors, and for other Purposes, as would have been conferred by Shares of equal Amount in the Capital of the Company, but so that none of such Privileges or Advantages, except the Participation in the Dividends and Profits of the Company, shall be conferred by any aliquot Part of such Amount of Consolidated Stock as would not, if existing in Shares, have conferred such Privileges or Advantages respectively.

LXV. And be it enacted, That all the Money raised by the Company, whether by Subscriptions of the Shareholders, or by Loan or otherwise, shall be applied, firstly, in paying the Costs and Expences incurred in obtaining the special Act, and all Expences incident thereto, and, secondly, in carrying the Purposes of the Company into execution.

And

And with respect to the General Meetings of the Company, and the Exercise of the Right of Voting by the Shareholders, be

it enacted as follows:

General

Meetings.

85

LXVI. The First General Meeting of the Shareholders of the Ordinary Meetbe prescribed, within One Month after the passing of the special half yearly. Company shall be held within the prescribed Time, or, if no Time ings to be held Act, and the future General Meetings shall be held at the prescribed Periods, and if no Periods be prescribed, in the Months of February and August in each Year, or at such other stated Periods as shall be appointed for that Purpose by an Order of a General Meeting; and the Meetings so appointed to be held as aforesaid shall be called "Ordinary Meetings," and all Meetings, whether ordinary or extraordinary, shall be held in the prescribed Place, i and if no Place be prescribed, then at some Place to be

if

any,

appointed by the Directors.

the special Act to be done at an Ordinary Meeting, shall be Ordinary MeetLXVII. No Matters, except such as are appointed by this or Business at transacted at any such Meeting, unless special Notice of such ings. Matters have been given in the Advertisement convening such

Meeting.

than an Ordinary Meeting, shall be called an "Extraordinary Meetings. LXVIII. Every General Meeting of the Shareholders, other Extraordinary Meeting; and such Meetings may be convened by the Directors

at such Times as they think fit.

ness not set forth in the Notice upon which it shall have been Extraordinary LXIX. No Extraordinary Meeting shall enter upon any Busi- Business at

convened.

Meetings.

be required by Shareholders.

LXX. It shall be lawful for the prescribed Number of Share- Extraordinary holders, holding in the aggregate Shares to the prescribed Amount, Meetings may or, where the Number of Shareholders or Amount of Shares shall not be prescribed, it shall be lawful for Twenty or more Shareholders holding in the aggregate not less than One Tenth of the Capital of the Company, by Writing under their Hands, at any Time to require the Directors to call an Extraordinary Meeting of the Company; and such Requisition shall fully express the Object of the Meeting required to be called, and shall be left at the Office of the Company, or given to at least Three Directors,

or left at their last or usual Places of Abode; and forthwith upon the Receipt of such Requisition the Directors shall convene a Meeting of the Shareholders; and if for Twenty-one Days after such Notice the Directors fail to call such Meeting, the prescribed or such other Number as aforesaid, of Shareholders, qualified as aforesaid, may call such Meeting, by giving Fourteen Days public Notice thereof.

Number,

LXXI. Fourteen Days public Notice at the least of all Meetings, Notice of
whether ordinary or extraordinary, shall be given by Advertise- Meetings.
ment, which shall specify the Place, the Day, and the Hour of
Meeting; and every Notice of an Extraordinary Meeting, or of an
Ordinary Meeting, if any other Business than the Business hereby
or by the special Act appointed for Ordinary Meetings is to be
done thereat, shall specify the Purpose for which the Meeting is

called.

LXXII. In order to constitute a Meeting (whether ordinary Quorum for a or extraordinary) there shall be present, either personally or by General Meet.

G 3

Proxy, ing.

General Meetings.

Chairman at

Proxy, the prescribed Quorum, and if no Quorum be prescribed then Shareholders holding in the Aggregate not less than One Twentieth of the Capital of the Company, and being in Number not less than One for every Five hundred Pounds of such required Proportion of Capital, unless such Number would be more than Twenty, in which Case Twenty Shareholders holding not less than One Twentieth of the Capital of the Company, shall be the Quorum; and if within One Hour from the Time appointed for such Meeting the said Quorum be not present no Business shall be transacted at the Meeting, other than the declaring of a Dividend, in case that shall be one of the Objects of the Meeting, but such Meeting shall, except in the Case of a Meeting for the Election of Directors, herein-after mentioned, be held to be adjourned sine Die.

LXXIII. At every Meeting of the Company one or other of General Meet the following Persons shall preside as Chairman; that is to say, ings. the Chairman of the Directors, or in his Absence the Deputy Chairman (if any), or in the Absence of the Chairman and Deputy Chairman some one of the Directors of the Company to be chosen for that Purpose by the Meeting, or in the Absence of the Chairman and Deputy Chairman and of all the Directors, any Shareholder to be chosen for that Purpose by a Majority of the Shareholders present at such Meeting.

Business at
Meetings and
Adjournments.

Votes of Shareholders.

Manner of voting.

Regulations as to Proxies.

LXXIV. The Shareholders present at any such Meeting shall proceed in the Execution of the Powers of the Company with respect to the Matters for which such Meeting shall have been convened, and those only; and every such Meeting may be adjourned from Time to Time, and from Place to Place; and no Business shall be transacted at any adjourned Meeting other than the Business left unfinished at the Meeting from which such Adjournment took place.

Share

LXXV. At all General Meetings of the Company every holder shall be entitled to vote according to the prescribed Scale of voting, and where no Scale shall be prescribed every Shareholder shall have One Vote for every Share up to Ten, and he shall have an additional Vote for every Five Shares beyond the first Ten Shares held by him up to One hundred, and an additional Vote for every Ten Shares held by him beyond the first Hundred Shares; provided always, that no Shareholder shall be entitled to vote at any Meeting unless he shall have paid all the Calls then due upon the Shares held by him.

LXXVI. The Votes may be given either personally or by Proxies being Shareholders, authorized by Writing according to the Form in the Schedule (F.) to this Act annexed, or in a Form to the like Effect, under the Hand of the Shareholder nominating such Proxy, or if such Shareholder be a Corporation, then under their Common Seal; and every Proposition at any such Meeting shall be determined by the Majority of Votes of the Parties present, including Proxies, the Chairman of the Meeting being entitled to vote, not only as a Principal and Proxy, but to have a casting Vote, if there be an Equality of Votes.

LXXVII. No Person shall be entitled to vote as a Proxy unless the Instrument appointing such Proxy have been transmitted to the Secretary of the Company the prescribed Period,