CO129-175 - Sir Kennedy - 1876 [9-12] — Page 254

1

made as aforesaid, or to be a part of such share warrant or coupon, or uses any such plate, wood, stone, or other material for the making or printing any such share warrant or coupon, or any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in his custody or possession any such plate, wood, stone, or other material, shall be guilty of felony, and being con- victed theroof, shall be liable, at the discretion of the court, to be kept in penal servitude for any term not exceeding fourteen years and not less than three years, or to he imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement.

Contracts.

XXXVI. Contracts on behalf of any company under the prin- Contracts, cipal Ordinance may hereafter be made as follows, that is to say:-how made,

(1.) Any contract which, if made between private persons, would be by law required to be in writing, and under seal, may be made on behalf of the company in writing under the common seal of the company, and such con- tract may be in the same manner varied or discharged. (2.) Any contrast which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged.

(3.) Any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on be half of the company by any person acting under the express or implied authority of the company, and such contract may, in the same way, be varied or discharged. And all contracts made according to the provisions herein con- tained shall be effectual in law, and shall be binding upon the company and their successors and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Meetings.

XXXVII. Every company formed under the principal Ordinance Company 19 after the commencement of this Ordinance, shall hold a general hold meeting

within four meating within four months after its memorandum of association the after is registered; and if such meeting is not held, the company shall registration be liable to a penalty not exceeding twenty-five dollars a day for [c.30], every day after the expiration of such four months until the nieet- ing is beld; and every director or manager of the company, and every subscriber of the memorandura of association, who know- ingly authorises or permits such default, shall be liable to the same penalty.

Winding-up.

companies

XXXVIII. Whenever any compromise or arrangement is pro- To facilitate posed between a company, which is in course of heing wound-up, winding-up. and its creditors or any class of its creditors, the court upon the (as & 34 Vic. application in a summary way of any creditor, or of the liquida- . 10). tor, may, in additon to its otlier powers, order that a meeting of such creditors or class of creditors be summoned in such manner as the court directs, and if at such meeting a majority in number, present in person or by proxy, and representing three-fourths in value of such creditors or class of creditors, agree to any compro- wise or arrangement, such compromise or arrangement, if sunc- tioned by an order of the court, shall be binding on all such cre- ditors or class of creditors, and on the liquidator and contributo- ries of the company.

present

XXXIX. No contributory of a company under the principal Contributory Ordinance shall be capable of presenting & petition for winding, when not up such company unless the raembers of the company are reduced qualised to in number to less than seven, or unless the shares in respect of winding-up which he is a contributory, or some of them, either were origi- petition. nally allotted to him, or have been held by him, and registered 130 & 31 Vle. C. 19140). in his name, for a period of at least six months during the eighteen months previously to the commencement of the winding-up, or have devolved upon him through the death of a former holder:

Provided that where a share has, during the whole or any part of the six months, been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife, or for the contributory, such share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the contributory.

251