The following is the OCR text of a book and will likely contain conversion errors. This page is designed to be indexed by search engines. Click on a page number to view the book in your web browser.
The text is believed to be in the Public Domain.
- licence: Public Domain
Page 1
DEED
SETTLEMENT,
(Dated 12th, Decr. 1832,)
OF THE
MIRFIELD AND HUDDERSFIELD
DISTRICT
BANKING COMPANY,
ESTABLISHED
Pursuant to Statute 7, Geo. 4th. Chap. 46.
TO WHICH IS ADDED
AN ABSTRACT OF SUCH ACT.
HUDDERSFIELD: PRINTED BY T.G. LANCASHIRE,
MARKET-PLACE.
1833.
Page 3
Hirst Directors.
Messrs. JOSEPH WHEATLEY, THOMAS WILSON, HvuDDERSFIELD. ABRAHAM JACKSON, Hicn-Town. WILL. STANCLIFFE, Hopron. EDWARD HINCHLIFFE, Coopsr Briver.
Public Officers. Registered pursuant to the Act,
AND ALSO THE
Trustees of the Company.
Messrs. THOMAS WILSON, WM. LEAROYD, = Lang, in
MR. JOHN WILSON. Loudon Bankers. Messrs. MASTERMAN, PETERS, & Co.
Page 5
Art. Page. e a . 4, 1. . d. 2. .... ib. 3. .... 6. 4. enee 7. 5. ee ib. 6. Cm a) 8. 7. % 8, .... Ib. 9. .... 10. 10. eee 12. Ah. .... ib. 12, .... 13. 13. .... 14. 14, .... 15. 15. .... 16. 16. .... 17. 17. .... ib.
TABLE OF CONTENTS.
Date of Deed.—Parties and recitals. Agreement for forming the Company. Establishment and Title of the Company. Capital and Shares. Number of Shares to be held by Messrs. Wilson and other Proprietors. As to Proprietors residence. Individuals not to hold shares jointly, and number of shares to be written opposite to each Proprictor’s name, and certificate of Shares to be issued and Company not bound to notice trusts.
Payment of calls, &c. Property of the Company and liability and interest of Pro- prietors. Business of the Company described. Messrs. Wilsons and the other Proprietors not to become Bankers, or hold shares in any other Banking Company within stated distance, and to promote the Interest of the Company, &c. How Company to be managed and number of Directors. How Dircctors to meet.—Three to form a board, Providing for the commencement of the business of the Com- pany. Where business to be carried on.—Power to provide and purchase Bank Offices, &c. Directors qualification, and what shall disqualify. Directors to sign declaration of secrecy. Mode of appointing chairman. Directors may resign.
Page 6
Art. Page 18. .... 17. 19. .... 18. 20. .... ib. 21. .... 20. 22. .... Qi. 23. .... ib. 24. .... 22. 26. . 24, 27. .... ib. 29. .... 26. 30. .... 27. 31. .... 28. 32. .... 29. 33. 30. 34. .... ib. 35. .... 31. 36. .... 32. 37. .... ib. 38. .... 34. 39. .... ib. 40. .... 36. 4). ..., 37. 42. .... ib. 43. .... 38. 44, .... 39. 46. .... 41. 47, .... 42.
CONTENTS.
Directors may be removed —How and for what. Mode of supplying vacancy. Directors to appoint London Bankers, Manager, Clerks, &c. Appointment of Public Officers for the purposes of the Act; also the Trustees of the Company. Directors control over all Securitics and Trust property. Directors to make advances. The Company’s general lien. Power to Manaer to execute transfer of forfeited shares. Proprietors making deposit of title deeds bound to execute a Mortgage. Mode of keeping the books of the Company. Register of the Shareholders to be kept and how. Power to Directors to compound for Stamps.
9 ” ” to authorize persens to draw bills, how and course to be pursued. os », to defend and prosecute suits, &c. 9 ” ” to submit disputes to Arbitration, com-
pound Debts, &c. » to grant Letters of Attorney.
” ” ” to appoint special Committees. ” ” to establish branch Banks. » 99 », to make bye laws. 99 ” ” to make calls.
Forfeiture of shares on non-payment of calls. Establishment of a surplus fund. Manner and time of declaring Dividends. Notice of Dividend. Power to return capital which cannot be advantagevusly em- ployed. 5 to purchase shares of persons acting contrary to article No. 9. » to remit 5, to buy and sell shares and sell purchased or forfeited shares. As to annual and special general meetings. Chairman of such meetings.
Page 7
CONTENTS.
48..... 42. Balance sheet and Report of &c. to be submitted to
the annual meeting. Proprietors may appoint Auditors.—Auditors to sign decla- ration of secresy. Proprietors mav call special meetings. Mode of voting at meetings. Females and Proprietors at a distance may vote by proxy. One only if joint Owners to vote and act. Proceedings of meetings to be entered in a book. No Proprietor eligible to vote till calls paid. Meetings to be adjourned if a certain number of Proprietors not present. I Mode of rcmunerating Directors, Auditors, and Committees. Two Directors to go out annually.—Mode thereof and of choosing successors. Appointment of Directors to supply vacancies. Directors to signify acceptance of appointment. List of Proprietors qualified to be Directors to be made out 21 days previous to day of election.—Mode of nominating Directors. Power of general meetings to decrease or increase capital, re- move Directors, to repeal bye laws, &c. make rules, &c. also to dissolve the Company. Shares may be disposed of subject to the approbation of the Directors. Evidence of the title of representatives to shares to be pro- duced. Representatives of Proprietors may receive Dividends already duc without being admitted Proprietors. Representatives of deceased Proprietors may claim to be ad- mitted in respect of deceased’s shares but on refusal shares may be sold. Assignees or Trustees of Bankrupt or Insolvent Proprietor bound to sell shares. Directors to determine on the mode of transferring shares. Proprietors entitled to have Certificate of Shares. Proprictors to cxecute deed.
Page 8
CONTENTS.
Proprietors failing to execute deed after notice.—Shares to be forfeited. Persons ceasing to be Proprietors released from future lia- bility. Receipts of Trustees and Directors to be good discharges. Indemnity to Directors and other Officers. Board of Directors to appoint new Trustees in the place of Trustees dying, &c. Reference to arbitration in case of disputes. How the Company may be dissolved. The Company to be dissolved on loss of surplus fund and one fourth of the paid up capital, unless, &c, Directors empowered on dissolution to wind up affairs. Notices under provisions of deed.——How to be given. Days how to be reckoned. Construction of the language of the deed. Deed may be enrolled. Charter or Act of Parliament may be applied for. Covenant by the Proprietors for observance of the deed. Power to the Manager to execute a duplicate of the deed.
Page 9
DEED OF SETTLEMENT.
Dated December 12th, 1832.
Chis Indenture, made the Twelfth day of Decem- ber, in the year of our Lord, one thousand eight p, hundred and thirty-two, between BENJAMIN Messrs. Wil- WILSON, of Mirfield, in the County of York, and *””’ first part. THOMAS WILSON and JOHN WILSON, both of Huddersfield, in the same County, Bankers and Co- partners, of the first part; JOSEPH WHEATLEY, First Direc- of Hopton, in the Parish of Mirfield aforesaid, Mer- of the chant, the said THOMAS WILSON, ABRAHAM second part. JACKSON, of High Town, in the Parish of Birstall, and said County of York, Currier, WILLIAM STANCLIFFE, of Hopton aforesaid, Merchant, and EDWARD HINCHLIFFE, of Cooper Bridge, in the Parish of Huddersfield aforesaid, Coal Merchant, and THE SEVERAL OTHER PERSONS whose names and seals are, or shall be, in the Schedule, at the foot of these Presents subscribed and affixed, of the second part; and RICHARD WHEATLEY, of Hopton aforesaid, And the three Merchant, SAMUEL WOOD HAIGH, of Colne Bridge, in the Parish of Huddersfield aforesaid, Cotton he third part. Spinner, and EDWARD LEDGARD, of Mirfield aforesaid, Oil Crusher, of the third part.
the said Benjamin Wilson, Thomas Recitals. Wilson, and John Wilson, have for several years now A
Page 10
4
last past, carried on in Co-partnership the business of Bankers, both at Mirfield and Huddersfield aforesaid, under the style or firm of “ The Mirfield and Hudders- field Bank.” And WHEREAS several of the principal inhabitants and other persons connected with the trade of Mirfield and places adjacent, being of opinion that it is desirable to establish a Joint Stock Banking Company for that extensive and populous district, recently applied to the said Benjamin Wilson, Thomas Wilson, and John Wilson, to permit their said present Banking concerns to be converted into an establish- ment of that nature; and the said Benjamin Wilson, Thomas Wilson, and John Wilson, having acceded thereto, on being compensated by the allotment to them of 1500 shares in the Capital of the said Company, to be presently subscribed for as hereinafter mentioned; the said persons, parties hereto of the first and second parts, thereupon determined to form a
Agreement to public Joint Stock Banking Company, and in so doing
form a Company
under 7th Geo. IV. cap. 46.
to avail themselves of the protection, powers, and authorities of the Act passed in the 7th year of the Reign of His late Majesty King George the Fourth, cap. 46, intituled “An Act for the better regulating Co-partnerships of certain Bankers in England, and for amending so much of an Act of the 39th and 40th years of the Reign of His late Majesty King George the Third, intituled ‘An Act for Establishing an Agreement with the Governor and. Company of the Bank of England for advancing the sum of Three Millions towards the supply for the service of the year 1800, as relates to the same.’”?’ And WHEREAS, inasmuch as the said John Wilson is to be the present Manager and Secretary of the said Company, it hath been con-
Page 11
2
sidered expedient that he- should not possess any share in the same, or the Capital thereof, and conse- quently he hath altogether relinquished any interest in the said 1500 shares; so by way of compensation agreed to be allotted unto the said Benjamin Wilson, Thomas Wilson, and John Wilson, as aforesaid; and the same have been, or are forthwith to be, by his direction and approbation, (testified by his executing these presents) allotted exclusively unto the said Ben- jamin Wilson and Thomas Wilson.
Now this Indenture Witnesseth, that in pursu- ance and performance of the said agreement and deter- mination, the persons, parties hereto of the first and second parts, respectively DO HEREBY MUTUALLY AGREE to become Members of, or Proprietors in an Association, or Joint Stock Company, to be called “THE MIRFIELD AND HUDDERSFIELD DISTRICT BANKING CoMPANY,” to be formed, managed, and con- ducted pursuant to the Articles, Rules, Regulations, Declarations, and Stipulations hereinafter contained ; and that such Association or Company shall have continuance until the same shall be dissolved under the provisions hereinafter mentioned.
No. 2. The present Capital, or Joint Stock of the Company shall be £1,000,000 sterling, divided into 10,000 shares of £100 each, but the number or amount of such shares, or the amount of the Capital, may be de- creased or increased in such manner as hereinafter expressed, and the allotment of so many of the said
Establishment and title of the Company.
No. I.
Capital & num- ber of shares.
Page 12
6
10,000 shares as have not at the date hereof been sub- stribed for; and also of all new shares so to be hereafter created by way of increase, shall exclusively appertain to, and be vested in the Directors for the time being of the Company; and a deposit of 10s. for each share that may have been or be allotted (but in part payment thereof,) shall, for defraying the ex- penses of, and attendant upon the formation of the Company, be immediately paid by each Subscriber or Shareholder, in respect of whose shares the same may not have already been paid.
No. 3.
Number of The said Benjamin Wilson and Thomas Wilson, as shares to be held . . . . by each person. Such compensation as aforesaid shall, by the direction aud approbation of the said John Wilson, (so testified as aforesaid,) have 1500 shares in the said present Capital, but with that exception, neither of them nor any other person in his own right, shall, previously to the first day of January, 1834, be allowed to sub- scribe for, or held by purchase, more than 100 shares; nor after that time, shall, by purchase, bequest, or other acquisition, hold more than 200 shares in the Capital Stock of the Company; and no person shall, by subscription, or by means of sales, or reduction of shares, hold fewer than five shares in the Company; and every person holding any shares or share in the Company beyond or below the respective numbers herein-before prescribed at the time of the declaration of any dividend of profits, as herein-after mentioned, shall not be entitled to claim or receive the dividends payable upon, or in respect of the shares or share hereby prohibited from being held as aforesaid; but
Page 13
7
that the dividends calculated upon such prohibited shares or share shall be added to the reserved surplus fand hereafter mentioned and form part thereof.
No. 4.
That no person, the distance of whose residence or place of business (computed by the public turnpike roads) shall exceed twenty miles from Mirfield or Hud- dersfield, or unless he be in some way connected with the trade of the district, (in which case, his residence or place of business being a greater distance from Mir- field or Huddersfield is to be considered immaterial, ) shall, either by subscription or purchase, become a Proprietor of any share; it being the object and in- tention of the original’ promoters, and of these Presents, that the Capital Stock of the Company shall be, so far as possible, distributed amongst, and held by individuals likely to promote the interest and advantage of the Company.
No. 3d.
That, with the exception of the said Benjamin Wilson and Thomas Wilson, as to the aforesaid 1500 shares, but in no other respect, two or more indi- viduals (unless as Trustees, Assignees, Executors, or Administrators, ) shall not jointly subscribe for or hold any share ; and that the number of shares subscribed for or holden by each person, shall, at the time of his executing this Deed, or any supplementary or sub- sisting Deed of Settlement of the Company, be writ- ten opposite to his name, as subscribed to these Presents, or such supplementary or subsisting Deed ; and a Certificate shall be delivered to him under the
Restriction as to Proprietors’ Residence, &c.
Shares to be written against names,
Certificate thereof to be granted.
Page 14
8
hands of two of the Directors, and witnessed by the Manager for the time being of the Company, in a form prescribed by the Directors, as hereafter mentioned, specifying the number of shares held by him. And that the person by whom, or in whose name any shares shall be held or stand, and to whom such Cer- tificate shall be granted, shall, to all intents and pur- poses whatsoever within the meaning of these Presents, Declarationthat Of any such supplementary or subsisting Deed of not af- Settlement, be deemed at law and in equity, the abso- cted by trasts. lute, sole, and beneficial holder and owner of such shares, and shall, as such. be the only person known to, or recognized by the Company in all votes, sales, notices, payments, receipts, and other matters and transactions relating to the same shares; and the Company shall in no case be bound to notice, or be affected with express notice of any trust or equitable charge imposed on any shares, or with any gift there- of, by way of legacy, until the legatee shall have be- come a Proprietor, as hereinafter mentioned.
No. G.
Payment of Every original Proprietor of shares in the Company Instalments. (including the said Benjamin Wilson and Thomas Wilson, in respect of the said 1500 shares) shall, in addition to his previous or immediate deposit of 10s. per share, pay so far as he shall not have paid, unto the Directors of the Company for the time being, on the 20th day of December inst., the sum of £5 on every share subscribed for or held by him in the Capi- tal of the Company ; and shall also make snch fur- ther payments on the shares held by him as the Direc- tors for the time being shall, under the restrictions
Page 15
9
herein-after contained, from time to time require; and also, if the Directors so require, pay interest, at the rate of £5 per centum per annum, on his unpaid in- stalments, from the respective times of their becoming due, until the same shall be fully paid.
No. 3.
The Property of the Company, as between the Property and . . Interest of Pro- Proprietors, shall always be considered personal es- _prietors. tate. Every Proprietor shall be entitled to, and in- terested in the profits, and subject and liable to the losses of the Company, in proportion to his shares in the Capital fund or Joint Stock thereof; and there shall be no benefit of survivorship amongst the Pro- prietors, but every Proprietor shall have a distinct and separate right to his shares, for the time being, in such Capital or Stock; and so that the same shall be subject to his disposition by Deed or Will, or in case of intestacy, be transmissible to his personal representa- tives as part of his personal estate, and distributable accordingly.
No. 8.
The business of the Company shall be exclusively Business of the confined to Banking in all its branches, including Company. loans and advances to customers and other persons, either on open accounts, or upon real or personal se- curity, bills of exchange, promissory notes, or letters of credits, or on the deposit of deeds, or documents of title, goods, wares, or merchandize, discounting bills of exchange and promissory notes payable at or after sight, after date, or on demand; borrowing or taking up money on receipts, bills, promissory notes,
Page 16
To promote the Interest of the Company.
10
or other obligations; including also, purchases, invest- ments, dealings, or sales, in or upon the Government or public funds of Great Britain, Navy or Exchequer bills, India Bonds, Bank or East India Stock, shares of the Stock of this Company, or of the Stock of the Bank of England, or the Bank of Ireland, or the char- tered Banks of Scotland, or other Joint Stock Banks or Companies, wheresoever established or to be estab- lished; or annuities for one or more life or lives, or of any other description; or freehold, leasehold, or Copy- hold securities in Great Britain, or Ireland, or in or upon any other securities which to the present or fu- ture Directors of the Company for the time being shall seem expedient, with power to them from time to time to call in, convert into money, reinvest and transpose such investments, securities, and monies, as occasion may require or they shall think proper; and also including all other business and transactions usual in Banking establishments, and consistent with the laws now or hereafter to be in force concerning Banking Companies and Banking Co-partnerships ; but the business of this Company shall be so con- ducted, as not to contravene any of the provisions of the said Act, passed in the 7th year of the reign of His said late Majesty, whilst the same subsist.
No. 9.
That the said Benjamin Wilson, Thomas Wilson, and John Wilson, shall and will, on or before the 31st day of December, inst., retire and withdraw themselves from their said present Banking concerns at Mirfield and Huddersfield aforesaid, in favour of this Company ; aud that neither of the persons, parties hereto of the
Page 17
1]
first and second parts, or any fature Proprietor in the Company, shall or will, at any time or times hereafter during the continuance of this Company, become a Banker, other than as a Member of this Company, either alone, or jointly with any other person or per- sons, either at Mirfield or Huddersfield, or within five mites of those plaees respectively; or subscribe for, take, or hold by purchase or otherwise, (except by bequest) any share, in any other Joint Stock Banking Company, now or hereafter to be estabtished, either at Mirfield or Huddersfield, or within five miles of those places respectively, AND FURTHERMORE, that each of the persons, parties hereto of the first and second parts, and all fature Proprietors in the Company, shalt and will, from time to time, and at all times, so long as they are Members of this Company, promote and advance the interest and advantage thereof to the utmest of their power; and also, during the time they shall continue to reside, or to tra nsact, er carry on the bulk of their trade in the neighbourhood of the Banking Establishments of this Company, or within five miles thereof respectively, shall and wilf transact their general Banking business, or a reasonable pro- portion thereof, (not betng less than one half of the whole,) with this Company; or if sueh Proprietors shali not now reside, or shall hereafter cease to reside, or to transact or carry on the bulk of their trade within the Hmits hereinbefore prescribed, then a fair and reasonable proportion thereof, according to cir- cumstances, PROVIDED and so long as such Banking business is conducted upon equal advantageous terms as other Banking establishments in the neighbour- hood, PROVIDED ALWAyYs that nothing herein con- tained shalt extend or be construed to extend as B
Page 18
Management of
Bank.
Meetings of Directors.
12 rendering it imperative on the Company, or the Direc- tors for the time being, to take all or any part of the debts, liabilities, or engagements, due and owing, to or from the said Benjamin Wilson, Thomas Wilson, and John Wilson, relating to their said present Banking concerns, or either of them; neither shall any thing in this Article contained, prejudice, or affect, or apply to any share or shares in any other Banking Com- pany, held by any or either of the said parties hereto of the first and second parts, prior to their respectively sub- scribing for the shares held by them in this Company.
No. 10.
The entire management of the business, concerns, and affairs of the Company shall be, and is hereby, vested and reposed in the said Joseph Wheatley, Thomas Wilson, Abraham Jackson, William Stancliffe, aud Edward Hinchliffe, as the immediate Directors of the Company; and shall thereafter continue, from time to time, vested and reposed im five Directors, to be nominated and appointed at the times and in manner hereinafter expressed; and the present and all future Directors, shall have the sole and exclusive control, management, and disposal of the Capital Stock, funds, estate, property, revenue, affairs and concerns of the Company, and shall and may regulate and determine the mode and terms of carrying on and transacting the business of the Company, and all other matters and things whatsoever connected with, or relating to the business and affairs thereof.
No. il.
The Directors for the time being shall meet so often and at such places as they shall think necessary,
Page 19
13
but shall appoint one Meeting, at least, to be holden in everyflunar month, at the Banking house of the Com- pany at Mirfield or Huddersfield, for the dispatch of busi- ness; and special Meetings of the Directors shall and may be called, as the Chairman, or any two Directors for the time being, shall deem requisite; and each Director shall be entitled to a notice or summons by letter, to be sent through the Post Office, informing him of the time and place of such Meeting, ordinary or special; and any three or more of the Directors for the time being, present at any Meeting, shall constitute, and be called a Board, and shall be competent to transact all ordinary routine business appertaining to the Directors of the Company; but the Directors for the time being, or the major part in number of them, may from time ‘ to time limit, by their bye-laws, the powers to be exercised at Boards, consisting of not fewer than three Directors, and such limits and bye-laws shall be observed.
No. 12.
The Directors of the Company, appointed as afore- said, may commence the business uf the Company on the lst day of January, 1833, or as soon after as they conveniently can, although the Capital of the Com- pany shall not be wholly subscribed for, or all the said 10,000 shares shall not have been allotted or taken up; and the present and all future Directors shall thenceforward, during the continuance of this Company, transact the business and affairs thereof, subject to the provisiens in these Presents, or other supplementary or subsisting Deed of Settlement as aforesaid contained.
Commencement of business.
Page 20
Power to buy or
take Premises. .
No, 13.
The business of the Company shall be carried on in Mirfield and Huddersfield, and in such other towns and places as the Directors for the time being shall, in pursuance of the power hereinafter vested in them in that behalf, direct and determine; and the Direc- tors shall provide such houses and offices for that pur- pose, in the same towns and places, or any of them, as they shall think fit, and may for that purpose, by and with the funds of the Company, purchase in fee simple, or for any other estate, or take a lease of, or hire ata yearly or other rent, or otherwise, any houses or build- ings, or in the like manner purchase or take a lease of any land, and erect and build any houses or buildings thereon, and keep such houses or buildings in repair for the purpose aforesaid ; and the same lands, houses, and buildings, or any of them, or any part thereof, shall and may, at their discretion, sell, exchange, convey, assign, demise, let, or otherwise dispose of, for the benefit of the Company, with full power and authority for the Directors for the time being, or their Trustees, acting under the provision hereinafter contained, to receive and give discharges for the monies to be paid or received on such respective sale, exchange, or other disposition; and such lands, houses, and buildings, so purchased or taken in ex- change as aforesaid, shall for al] the purposes of these Presents, be deemed personal estate, and part of the Capital of the Company, and from time to time he in- eluded in the valuation of Capital, and shall be vested in Trustees to be for that purpose appointed on behalf of the Company, upon such trusts as will effectually
Page 21
15
secure the object and intention of this Deed in rela- tion thereto.
No. 14.
No person shall be eligible for, or elected as a Direc- Qualification of tor of this Company, who shall be the holder in his Directors. own right of less than thirty shares, at least, in the Capital of the Company, or who shall have been bankrupt or insolvent, or have stopped payment in the ordinary mercantile acceptation of that term, or who shall reside a greater distance than ten miles from Mirfield or Huddersfield, or who shall bea Bill Bro- ker or private Banker, either individually or as a partner in a private Banking Establishment, or who shall be a Director, Clerk, or Accountant in, or Agent for any other Banking House or Company which now is, or may hereafter be established. And in case any Director, already, or hereafter to be appointed, shall, after he shall be appointed, or whilst he shall continue in office, cease to be a holder of thirty shares in this Company, or become bankrupt or insolvent, or stop payment as aforesaid, or cease tu reside within the distance of ten miles from Mirfield or Huddersfield, or become a Bill Broker or a private Banker as aforesaid, or become a Director, Clerk, or Accountant in, or Agent for any other Banking House or Company now or hereafter to be established as aforesaid, his office of Director shall thereupon thenceforth become vacated ; and in case any person hereafter to be elected a Direc- tor, being disqualified at the time of his appointment, shall wilfully act as a Director, or any person already or hereafter to be appointed or elected, becoming dis- qualified after his appointment, shall wilfully continue
Page 22
Each Director to sign Declara- tion of secrecy.
16
to act, then every such person so contravening this pro- vision, shall forfeit and pay unto the other Directors for the time being, the sum of five hundred pounds as liquidated damages, which may be sued for and re- covered by the said Directors, in the names of the said Richard Wheatley, Samuel Wood Haigh, and Edward Ledgard, their executors or administrators, or in the names of other the Trustees for the time being of the Company, and when received, shall be added to, and form part of the “reserved surplus fund” hereinafter mentioned; but so always that no act or resolution of any Board of Directors shall be rendered void by reason of any Director acting or concurring therein who shall be then disqualified, although there should not have been present a sufficient number of Directors to constitute a Board exclusive of such disqualified Member. No. 15. Each of the present and future Directors shall faith- fully and impartially discharge the several duties de- volving upon him as a Director, and shall, previously to entering upon the duties of his office, sign a Decla- ration, pledging himself to secrecy on the subject of the transactions of the Company with their customers, and the state of the accounts with individuals; and every Director acting contrary thereto, or applying the information he may obtain, or any of the powers which he may have as a Director, for any sinister purpose, shall forfeit and pay unto the other Directors for the time being the sum of £500 as liquidated damages, to be sued for, recovered, and applied in the names and in the manner as mentioned in the last preceding Article.
Page 23
17
No. 16.
The present Board of Directors shall forthwith, and Directors to ap- . point Chairman. every future Board of Directors shall annually, at the first Meeting after the completion of the number of Directors, proceed to elect one of their body to be Chairman, who shall hold the said office till the next election of Directors; and in case of the absence of such Chairman, or his refusal to act at any Meeting of the Directors, the Board shall be competent to trans- act business by appointing any Director present to be Chairman of that Meeting. All questions, matters, and things which shall be considered and proposed at such Meetings, shall be finally determined by a ma- jority of votes; and each Director present at any Meeting shall have one vote, and in case of an equal division of votes, the Chairman of the Meeting shall, as Chairman, have a casting vote, in addition to his individual vote.
No. Ig. In case.any Director of the Company shall be de- pjrectors may sirous of resigning his office, and of such desire shall resign.
give notice in wriling to the Chairman or Manager of the Company for the time being, the office of such Director shall at the next Meeting of the Directors be vacated.
No. 18.
In case the conduct of any Director shall at any may be time be such, that his continuance in office shal] appear to the other Directors to be prejudicial to the interests of the Company, it shall be lawful for all the other Directors for the time being, at a special
Page 24
Intermediate Directors to be appointed by Board.
Directors to appoint London Bankers, Mana- ger and Clerks.
18
Meeting to be convened for that purpose if they be unanimous, but not otherwise, to remove any such Director from his office; and in case the Chairman or any other of the Directors for the time being (unless prevented by illness or unavoidable accident) shall omit or neglect to attend the Meetings of the Board of Directors for two calendar months, without leave of the Board, then the office of the party so omitting or neglecting shall become vacant.
No. 19.
When and s0 often as the office of any Director shall be vacated, otherwise than by his going out in rotation, as hereafter mentioned, the surviving or continuing Directors for the time being, shall proceed to appoint such Proprietor as they shall think fit (being duly qualified as aforesaid) to be a Director for the purpose of supplying such vacancy; and the Proprietor so ap- pointed a Director, shall stand in the same rotation, and in the same place in all respects, as the Director in whose place he shall have been appointed.
No. 20.
The employment, and removal, from time to time, of such Bankers, Brokers, and Agents, in Tondon and elsewhere, and also of such Managers, Sub-Managers, Secretaries, Cashiers, Tellers, Accoun- tants, Clerks, Agents, and other officers, servants, and persons, as the Direetors may consider requisite for the management and carrying on of the business and affairs of the Company, shall be absolutely and solely vested in the Directors for the time being; and the said Directors may allow and pay te such Bankers,
Page 25
19
Brokers, Agents, Managers, Sub-Managers, Secre- taries, Cashiers, Tellers, Accountants, Clerks, Officers, and other servants and persons, such commissions, charges, salaries, wages, or other remunerations, and give such gratuities for extraordinary services, as the said Directors shall think reasonable and agree on; and may require such security and guarantee for the due and faithful discharge and performance, by the same persons respectively, of the duties of their res- pective offices and situations, as the said Directors shall think fit: but no person shall be appointed Manager or Sub-Manager of this Company, who shall have been bankrupt or insolvent, or have stopped pay- ment in the ordinary mercantile acceptation of that term. And in case any Manager or Sub-Manager, appointed or to be appointed, shall after his appoint- ment become bankrupt or insolvent, or stop payment as aforesaid, his appointment and office shall there- upon and thenceforth become vacated and deter- mined; and in case any person so, as before-men- tioned, being disqualified at the time of his appoint- ment, shall wilfully act in either of the said capacities, or so becoming disqualified after his appointment, shall wilfully continue ta act therein, such person shall forfeit and pay to the Directors for the time being, a sum of money equal to the amount of his salary for one year, as liquidated damages, to be sued for, recovered, and applied in the names and in the manner as directed in the preceding Article, No. 14; but so always, that no act or transaction of any such Officer whilst in the actual services of the Company, shall be rendered void by means of such previous or subsequent disqualification. c
Page 26
20 No.
Directors to ap- It shall be Imperative on the Directors for the time Polders ae public being, from time to time to appoint two or more per- Officers, to sue sons, qualified according to the requisitions of the said and be sued; and
two ormore per- Act of Parliament, of the 7th year of the Reign of His connec cupany late Majesty King George the Fourth, to be public Officers of the Company, in the name of any one of whom, the Company may sue and be sued, as the nominal Plaintiff or Defendant, for and on behalf of the Company, in all such actions, suits, and proceed- ings, as in the same Act are specified, and for all other purposes in the same Act expressed; and from time to time to supply vacancies happening in the same offices with all possible dispatch, to the end, that a succession of such Officers may take place with as little interval as possible. AND FURTHER, it shall be imperative on the Directors for the time being, from time to time to appoint, two or more of their own body, or of other of the Proprietors of the Company, or two or more persons not being Proprietors in the Com- pany, as may be deemed most advisable, to be the Trustees thereof, in whose names, or in the names of some of whom, may. be made and taken, all grants, conveyances, leases, and assurances of property in favor of the Company, and all instruments and assu- rances for the security and indemnity of the Com- pany, and the Directors, Officers, Property, Capital Stock, and Effects thereof; and the said Richard Wheatley, Samuel Wood Haigh, and Edward Ledgard, being Non-Proprietors of the Company, shall be Trustees thereof, for the purpose of accepting the covenants of Proprietors of the Company who may execute or otherwise accede to these Presents.
Page 27
21 No. 22.
All securities, investments, and purchases, which, in pursuance of these Presents, or any supplemental or existing Deed of Settlement or regulation of the Com- pany, shall be taken or made, by or in the names of any persons in trust for the Company; and all monies thereby secured, or therein invested, or accruing there- from, shall be under the control, and subject to the disposition of the Directors for the time being of the Company; and every order made in writing by the Directors, touching the disposition of, and dealing with the same securities and investments, shall be ob- ligatory on, and observed by the Trustees of the Com- pany, and be a justification to them and their indem- nity in acting in obedience to the same order. And all such Trustees shall, when required by the Direc- tors, or any three of them, for the time being, sign, seal, or execute, and shall be bound to execute such Declaration of trust of the property, effects, and rights vested in them on behalf of the Company, as
the Directors for the time being, or any three of them shall require.
No. 23.
The Directors for the time being may give credit or make advances to any person, or several persons being partners, to such amount, at such rate of inter- est, and upon such terms, as the said Directors shall think fit; and such credit may be given, and advances made, either with or without security, at the discretion of the Directors. That no Proprietor in the Com- pany shall be entitled to demand or insist upon a cash
Trust Property subject to the control of Di- rectors.
Directors to make advances, either with or without security
credit to any amount whatever, but the same may be-
Page 28
Company’s general lien.
22
given, or wholly withheld, at the discretion of the Directors. No Director shall be allowed to vote on any proposition or motion for making advances or giving credit to any customer of the Bank or other person, if he, the Director, or any person standing towards him in the relation of partner, father, brother, child, wife, father-in-law, brother-in-law, or son-in- law, shall be the person, or one of the persons, to re- ceive such advance or credit, or for whose benefit or advantage the same is to be made or given. Pro- VIDED that in case any two of the Directors shall object to any credit or advance being given or made, or shall desire that any such, if given or made, shall be withdrawn, then the same shall forthwith be re- fused or withdrawn, as the case may require.
No. 24.
All debts, liabilities, and engagements due to, and subsisting with the Company, by or on the part of any and every Proprietor, either in respect of cash advances, or balances, or running Bills or Notes, or on account generally, and whether in respeet of his direct transactions with the Company, or as surety or other- wise, shall at all times, and in all cases, be the first and paramount lien, on all the shares and stock of such Proprietor, in the Capital of the Company, whether such debts, liabilities, and engagements be those of such Proprietor solely, or jointly, or in partnership
with, or for the advantage of any other person or per-
sons; and the Directors for the time being may, and are hereby empowered, in case such respective debts, liabilities, or engagements, be not paid or satisfied, within six calendar months after notice in writing by
Page 29
23 the Manager for the time being for that purpose, to cancel and extinguish, and declare forfeited, or else, at the option of the said Directors, to seth and dispose (in manner as in Article No. 45 is expressed) of the . shares of such Proprietor, either wholly or in part, as the case may seem to require, by way of, or towards satisfaction or liquidation of all or any part of such debts, liabilities, or engagements; and every such per- son shall thenceforth cease to be a Proprietor of the Company, or to retain any interest therein, in respect , of the shares so cancelled and extinguished, and de- clared to be forfeited, or so to be sold and disposed of, as aforesaid. No. 25. That in case the Directors for the time being shall Power of Attor- proceed to sell the shares of any Proprietor in the ney to Manager, Company, either in pursuance of the last preceding transfers of eer- Article, or any other Article in these Presents con- tain shares. tained, every such Proprietor doth hereby irrevocably make, ordain, constitute, and appoint the Manager of the Company for the time being, his true and lawful Attorney, for him, and in his name, and as his act and deed, to sign, seal, deliver, and exeeute; or to join and concur with all other proper parties in signing, sealing, delivering, and executing all necessary trans- fers, assignments, or other assurances of the said respective shares when so sold as aforesaid, unto the person or persons who shall agree to become the pur- chaser or purchasers thereof respectively, and to his, her, and their respective executors, administrators, and assigns, with full power and authority, to and for the said Manager, to receive and give discharges, for the same purchase monies respectively.
Page 30
Proprietors
making deposit
of Title Deeds, bound to exe- cute Mortgage.
24 No. 26.
That every Proprietor who shall now, or hereafter, deposit, any Title or other Deeds or Documents with or for the Directors, as a security for any monies, then or thereafter to become due to the Company, his heirs, devisees, executors, administrators, legatees, or assigns, and all other necessary persons in trust for him or them, shall and will, after a similar notice as mentioned in the preceding Article, when thereto required and tendered for that purpose, by or on be- half of the Directors for the time being, (and which the said Directors are hereby authorised and em- powered at their discretion to do,) forthwith execute, or join and concur in executing, unto the Trustees for the time being of the Company, a good and effectual
Mortgage, of the hereditaments and property com-
Directors to cause proper books to be kept.
prised in the same Title and other Deeds or Docu- ments, or to which the same may relate; in order the better to secure the re-payinent of the same monies, together with interest, and the usual and other cus- tomary Banking charges, such Mortgage to be pre- pared and executed, at the expense of the party in- debted to the Company, and to contain a power of sale, and all other provisions and covenants usual in Deeds of a similar description.
No. 23.
The Directors for the time being shall cause all necessary and proper books of account to be provided and kept at the Banking-houses of the Company, in Mirfield and Huddersfield and elsewhere, and they shall cause to be written and made in those books, fair, explicit, and true entries of all receipts, payments,
Page 31
25
transactions, and dealings, by or on behalf of the Company, and of all profits, gains, and losses arising therefrom ; and also an account of all dealings and in- vestments which shall be made with, or of the Capital of the Company, or of the money deposited with the Company; and they shall, twice in every year, during the continuance of the Company, up to, and upon, or so soon as may be after the 30th day of June, and the of December, in each year, cause the same books to be settled, adjusted, and balaneed, and shall cause to be made out, a full, true, and explicit state- ment and balance-sheet, exhibiting the, debts and credits of the Company, and the amount and nature of the Capital and property thereof, and the then fair value of the same, estimated by the Directors, as near as may be, and to the best of their judgment, and the amount of the Company’s negociable securities then in circulation, and the profits and losses of the Com- pany, and all other matters and things requisite for fully, truly, and explicitly manifesting the state of the affairs of the Company. But no Proprietor in the Company, not being a Director for the time being, nor any Auditor, specially appointed under the 49th Article of these Presents, shall be entitled to inspect, or to have in equity a discovery of the books, accounts, documents, or writings of the Company, except such as may be produced for that purpose at any Meeting of the Proprietors, and except these Presents and any
general supplementary Deed to be prepared in pursu- ance thereof.
No. 28.
That amongst the books which the Directors for the time being shall cause to be kept, there shall be
Shareholders’ Register to be kept.
Page 32
Power to com- pound for stamps, on bills and notes.
26
one to be called, “THE SHAREHOLDERS’ REGISTER,” in which the names and places of abode of all the Proprietors for the time being in the Company, to- gether with the number of shares held by each of them, shall from time to time be entered and written ; and every Proprietor, who shall at any time change his name, or place of abode, or being a female, shall marry, and the assignees of every Proprietor who shall become bankrupt or insolvent, and the personal répre- sentatives, or legatee of every Proprietor who shall die, shall immediately upon and after any of the said respective events, leave a notice in writing at the Banking-house of the said Company, in Mirfield or Huddersfield, stating his, her, or their name or names, or new name or names, and place or places of abode; and when a female Proprietor-shall have been married,
then the name and place of abode of her husband.
No. 29.
The Directors for the time being, if they shall think fit, may enter into such compositioa with the Com- missioners of Stamps, for the duties to become payable in respect of any bills or notes issued by the Com- pany, as is or shall be authorised and provided for by any Act or Acts of Parliament, passed or to be passed in that behalf and for that purpose, to cause such bonds and securities to be given and entered into, by sureties on behalf of the Company, as the said Com- missioners shall, in accordance with the provisions of such Act or Acts require, and may indemnify such sureties from their responsibility, by and out of the assets and effects of the Company.
Page 33
27 No. 30.
Such person or persons, as the Directors for the time, shall by any resolution or minute to be entered in their book of proceedings, authorize in that behalf, shall exclusively have power to sign, draw, endorse, and accept, all Bills of Exchange, Promissory Notes, and other negotiable securities, in the name, or on account of the Company; and no Bill, Note, or Ne- gotiable security, signed, drawn, endorsed, or accepted, in any other manner than by the person or persons so respectively authorized, shall be binding on the Com- pany. And each of the Proprietors, hereby expressly renounces and disclaims all right and tille to sign, accept, or endorse any Bill, Note, or negotiable secu- rity, in the name of the Company, or to contract any engagement, so as to charge or bind the same, or otherwise to interfere in the business and affairs of the Company, unless he shall be expressly authorized so to do, in pursuance of any of the provisions of these Presents, or any other supplemental or existing Deed of the Company. And incase any Proprietor shall, for his own private purpose, and contrary to this Article, by drawing, accepting, or endorsing, any Bill, Note, or negociable security, in the name of the Company, or by contracting any engagement, seek to charge or bind the same; then, the production of these Presents shall be conclusive evidence of the fraudulent intent of such Proprietor against the other Proprietors in the Company; and for the purpose of promulgating and making known who are so authorized to sign, draw, endorse, and accept, all Bills of Exchange, Promissory Notes, and other negotiable securities, in the name, or on the account of the Company, the Directors for the D
Power to autho- rize persons to sign bills, notes, &e.
Page 34
Power to prose- cute or defend actions, suits, &c.
28
time being shall forthwith, and from time to time, as any change therein shall take place, advertize in the London Gazette, and two provincial Newspapers, to be printed or circulated in the neighbourhood of the operations of the Company, the name or names of the person or persons whom they shall so authorize.
No. 31.
The Directors for the time being shall have full power to commence, institute, and prosecute, and to defend, in the name of any of the public Officers for the time being of the Company, nominated, as afore- said, as the nominal plaintiff, petitioner or prosecutor, or defendant, for and on behalf of the Company, any actions and suits; and also any petition to found any commission of, or fiat in bankruptcy, against any per- son or person whomsoever, whether a Proprietor of the Company or not, for recovering any debts, or en- forcing any claims or demands due to the Company, or for any other matter relating to the concerns of the Company; and, also, any indictments, informations, and prosecutions, on behalf of the Company, for the stealing or embezzlement of any money, goods, effects, bills, notes, securities, or other property of, or be- longing to the Company, or for any fraud, forgery, crime, or offence, committed against, or with intent to injure or defraud the Company; and to discontinue, abandon, release, or become non-suit in any such action, suit, or proceeding, as the Directors for the time being shall think fit; and the sum or sums of money to be recovered and received in any such action, suit, or proceeding, shall be brought into, and be deemed part of the assets of the Company, and be applicable accordingly.
Page 35
29 No. 32.
The Directors for the time being may, at their dis- submit cretion, enter into any bond or agreement for the Compounded reference and submission to arbitration, of any matter Debts, &e. in dispute, question, or controversy, between the Com- pany and any person or persons whomsoever, inclu- ding any individual Member or Members of the Company, and may submit to, and abide by such reference and submission, and every award to be made in pursuance thereof; and may compound for any debt or debts owing to the Company, and accede to, sign, and execute any Deed of compositition, or con- veyance, or assignment of his estate and effects, made by any debtor of the Company, whether a Share- holder or not, for the benefit of his Creditors; and may give time to any debtor for the payment of his debt, either upon security or without, and may abandon any debt which shall appear to the Directors bad or des- _perate, and may authorize the Chairman, or any public Officer for the time being of the Company, or the Manager thereof, or other person, to execute any such bond or agreement of reference, or Deed of com- position, conveyance, or assignment, as before-inen- tioned; and also to prove any debt due to the Company, from any bankrupt or insolvent, whether Shareholder or not, and receive the dividends, and act in all matters arising out of, or under any such bank- ruptcy or insolvency ; and may direct and empower any such public Officer of the Company, or the Mana- ger thereof, or other person, to become and act as assignee under any commission of, or fiat in bank- ruptcy, or of anyinsolvent debtor’s estate, and sign the certificate, release, or other discharge, of any bauk-
Page 36
Power to exe- cute Letter of Attorney.
Power to ap- point Sab-Com- mittees.
30
rupt, insolvent, or other person, who shall be or stand indebted to the Company.
No. 33.
The Directors for the time being shall have full power to make, sign, seal, and execute, or to direct, any public Officer of the Company, or the Manager thereof, or any other person, to make, sign, seal, and execute, any power or Letter of Attorney, for enabling any other person or persons, jointly or severally, to act on behalf of the Company, in any transaction, busi- ness, matter, or thing, which shall be stated in such power or Letter of Attorney; and the business, when done, transacted, or executed, by any such Attorney or Attornies, shall be of the like force and effect, as the same would have been, if done, transacted, or
executed personally, by the Directors or Officers -of the Company.
No. 34.
Any Board of Directors for the time being, may constitute and appoint one-or more of the Directors
for the time being, by way of special Committee or
Committees, to enquire, determine, and act, in and about such matters and things, as shall be specifically committed to him or them, and all and singular, the
powers hereby vested in the Board of Directors for
the time !.eing (save and except the power of making calls for money upon the Proprietors) may be by the Board of Directors reposed in, or devolved upon, any Committee to be appointed as aforesaid; and all acts
and resolutions, done and made by every such Com-
inittee, in fulfilment of the purposes of its appoint-
Page 37
31
ment and not otherwise, shall have the like force and effect, as if done and made by a Board of Directors ; and the appointment of every such Committee shall be either wholly or in part revocable, by any Board of Directors, and either as to the persons constituting the same, or the purposes of such appointment ; and such Committee shall in all respects, be under the
control, and subject to the directions of the Board of —
Directors; and the Meetings and proceedings of the same Committees shall be governed by the provisions herein contained for the regulation of the Meetings and proceedings of the Directors, so far as the same pro- visions may be applicable to Committees, constituted as aforesaid, and shall not be superseded by the ex- press terms of their appointment.
No. 335.
The Directors for the time being, if they be unani- mous in that behalf, but not otherwise, may, from time to time, as they shall think fit, establish Branch Banks in any towns or places in England, with such Agents and other officers and servants as the Directors may think fit; and may suppress and discontinue any ‘such Branches or Establishments, when and as the Directors for the time being may think fit; and any such Branch Banks, and the individuals connected with the conduct and management thereof, shall be under the control and government of the Directors for the time being, as fully, and in the same manner in all respects, as the principal Establishments of this Company in Mirfield and Huddersfield, and the individuals connected with the conduct and manage- ment thereof, I I
Power to estab- lish Branch Banks.
Page 38
Power to make bye-laws.
32 No. 36.
In all cases not provided for by this Deed, or some supplementary Deed of Settlement of the Company, the Directors for the time being shall be at liberty to act in such manner, as may appear to them best cal- culated to promote the interests and welfare of the Company; and, for the better guidance of the Diree- tors for the time being, in their management and superintendence of the property and concerns of the Company, it shall be lawful for them to make, from time to time, whatsoever rules, bye-laws, or pro- visional regulations, they shall think expedient, so as the same be not inconsistent with, or repugnant to, any of the express provisions in this Deed, or any supplementary Deed of Settlement to be executed, or to the fundamental principles or constitution of the Company, established and declared by these Presents; and, from time to time, to alter or repeal, all or any of the rules, bye-laws, or provisional regulations so to be inade, and which shall not have
- been established by, or incorporated into, any supple-
Power to make calls.
mentary Deed of Settlement of the Company; but so, always, that four (at least) of the Directors shall con- cur in any such alteration or variation.
No. 37.
The Directors for the time being shall have full power to require and call for, the further payment, by each Proprietor, by such instalments, and at such times, as they shall think fit; together with lawful interest thereon, from the time appointed for payment thereof, of so much of each of the shares of £100 each, or of the less amount to which the shares of the
Page 39
33
Capital of the Company may be reduced, as shall remain unpaid, after deducting such deposit of ten shillings per share, for the expenses of the formation of the Company; and the instalment of £5 per share, to be paid on the 20th day of December, instant, and of any other, the instalment or instal- ments on each share, as respectively may already have been paid, but so, that no call exceed the sum of £5 per share, and so, that not more than one call be made in any one year,—the first of such years to commence from the Ist day of January, 1833, and each succeeding year to commence from the Ist day of January in such year; PROVIDED, that notice of every such call, expressing the time and place, when and where, the payment is required to be made, and sta- ting the substance of the provision next hereinafter contained, relating to the forfeiture of shares for the non-payment of calls, be given to every Proprietor, in the mode hereinafter prescribed, three calendar months (at least) before the time appointed for pay- ment of the same; and the Directors for the time being shall have full power, in the names of the Trus- tees for the time being, of the covenant hereinafter contained, or in the name of one of the public officers of the Company for the time being, to sue for and recover, the amount of every such call, and interest thereon, from every person refusing or neglecting to pay the same as aforesaid; and also, if they shall think fit, to enforce the forfeiture of the shares held by such person, in pursuance of the provision next hereinafter contained, or to adopt either of such pro- ceedings at their discretion.
Page 40
Penalty of For- feiture on Non- payment of calls.
Surplas Fuid to be established.
34 No. 38.
On the refusal or neglect of any Proprietor or other holder of any shares in the Capital of the Company, to pay any call or instalment, made or called for, in pursuance of these Presents, with interest thereon, within three calendar months next after the day ap- pointed by the Directors for the payment of the same, it shall be lawful for the Directors for the time being, to declare that the shares of such Proprietor or holder, and all benefit and advantage whatsoever, of or inci- dent to the same, shall thenceforth be forfeited to, and for the benefit of, the remaining Members of the Company; and the same shall be forfeited accord- ingly; and the said Directors may afterwards proceed to cancel and extinguish the same shares, subject, nevertheless, to the provision herinafter contained, for sale of forfeited shares.
No. 39.
Unless the Directors for the time being shall in their discretion, determine the contrary, no dividend of the profits of the Company shall be made, for the period ending on the 3lst day of December, 1833, but the same profits, after defraying the current expenses, shall be retained, and form part of a fund, to be called ‘THe RESERVED SURPLUS FuND;”’ and in each suc- ceeding year, during the continuance of the Company, the net profits which shal] arise and accrue to the Company, shall, after setting apart such proportion, (not exceeding one-fourth part of the said net profits) as the Directors for the time being shall think requi- site, for forming and maintaining the said surplus fund, be divided amongst the Proprietors, in propor-
Page 41
39
tion to their respective shares; but no such proportion of the said net profits, shall be set apart for the pur- pose aforesaid, if by reason thereof, the dividend to be made for the year, would be reduced to less than £4 per cent. per annum, on the then paid calls or instalments on the subscribed Capital of the Com- pany. The surplus fund for the time being, shall be carried to a separate account in the books of the Company, and the said fund is hereby declared to be as well a reserved fund of the Capital, to meet any unforeseen emergencies, losses, or extraordinary de- mands upon the Company, as also a reserved fund of profits, for the purpose of supplying, from time to time, any deficiency which from unforeseen circum- stances may arise in the profits of any year, and of preventing, as far as may be, a fluctuation in the amount of the dividends of successive years; and the said surplus fund shall and may be applied for the several purposes aforesaid, by the Directors in their absolute discretion. And the said fund shall, on the dissolution of the Company, belong to and be divided. amongst the persons then entitled to the Capital, in _ the same shares as they shall be entitled to such Capital. But when and so soon as such surplus fund, with the accumulations thereof, shall amount to the sum of £20,000, and so long as the same shall con- tinue of that amount, no further additions, by the means aforesaid, shall be made to the same, but the whole profits of the Company, and also the interest and profits from time to time to accrue upon such surplus fund, shall be divided amongst the Proprietors as part of the annual profits. E
Page 42
Dividends to be declared yearly
or half-yearly.
36 No. 40.
Previously to the first annual general Meeting of I Proprietors, to be held in February, 1834, as herein- after provided, in case the Directors for the time being shall determine to declare a dividend for the year or period then expired, or if not, then previously to the annual general Meeting to be held in February, 1835, and also previously to the annual general Meet- ing to be held the same month in every succeeding year during the continuance of the Company, and also
' at the expiration of the first six months of each and
every such succeeding year, or at any other period of each such year, if the Directors for the time being shall deem expedient to make a dividend oftener than once a year, the Directors for the time being shall arrange and determine upon such dividend out of the clear profits of the Company, as they in their judg- ment shall think fit and proper. And at each of such annual general Meetings respectively, the Directors for the time being shall declare and announce to the Proprietors the dividend or dividends which they shall so for the time being have previously arranged and determined upon; and when and so often as a divi- dend shall be declared, the Directors shall cause the same te be divided amongst and paid to the Pro- prietors, in proportion to their admitted shares in the subscribed Capital of the Company, at such time and in such manner as the said Directors shall think fit. But no Proprietor (except with respect. to the said Benyamin Wilson and Thomas Wilson, as to the afore- said 1500 shares) shall be entitled to receive any divi- dend on account of any shares held by him in the said Company, beyond the number of shares allowed to be
Page 43
37
held by any individual Proprietor; nor shall any Pro- prietor receive any dividend, on account of his shares or any of them, until the amount of any call or calls which shall have been made previously to the time appointed for payment of such dividends in respect of all or any of the same shares, shall have been fully paid and satisfied, although such call or calls shall have been made after such dividend shall have been declared, and before the same shall be actually paid to such last mentioned Proprietor.
No. 41. The Directors for the time being, shall within seven days after any general Meeting, at which any dividend shall have been so declared and announced by them, and also within seven days after any half- yearly or other intermediate day, on which any divi- dend shall have been so determined on, and declared by them as herein before provided, give notice to the Proprietors, of the time and place appointed for pay- ment of the same dividend.
No. 42. If at any time, the Directors shall find, that they cannot employ to advantage the whole of the Capital raised and paid up, they shall have power to return, any part of such Capital, to the Proprietors, in pro- portion to the shares held by them respectively ; but so always, that the sum or sums of money to be re- turned, on each such share, shall be treated and considered as an instalment or instalments still pay- able thereon, and so that the Directors for the time being, on giving such notice as herein before required, for payment of an original instalment, shall have
Directors to give notice of dividend.
Directors may return Capital they cannot employ to ad- vantage.
Page 44
38
power to recal the whole or any part of the sum or sums of money, which shall have been so returned, at such time or times, and subject to such restrictions, and in such manner, as are herein before prescribed, with respect to original calls, and so that the amount of any original calls, and of any sueh recals of Capital, do not together exceed £5. per centum, upon the nominal amount of the shares in any one year.
No. 43.
Proprietors not If any Proprietor of this Company, either alone, or transacting their ,
business, or act- Jointly with any other person or persons, become a 8 eNO. Banker at Mirfield, or Huddersfield, or within five Directors may miles of those places respectively, or hereafter sub- purchase their scribe for, take, or hold, by purchase or otherwise, (except by bequest,) any share in any other Joint Stock Banking Company, now or hereafter to be established at Mirfield, or Huddersfield, or within five miles of either of those places, or during the time, he shall continue to reside, or to transact, or carry on the bulk of his trade, in the neighbourhood of the Bank- ing Establishmeuts of the Company, or within five miles of either of them, shall refuse, neglect, or cease to transact his general Banking business, or a reason- able proportion thereof, not being less than one half of the whole, with this Company, or shall otherwise contravene any of the provisions, matters, or things contained in article No. 9. The Directors for the time being may, if they think fit, but not otherwise, purchase the shares of such offending Proprietor, for the benefit of the Company, and each such Proprietor shall and is hereby bound, to sell to the said Directors, such his shares, at the then market price thereof, but
Page 45
39
in case of his neglect ov refusal so to do, the said Directors, when and as they shall think fit, are hereby empowered to sell the shares or interest of such Pro- prietor, either by public auction or private contract, as to them may seem expedient; and after deducting the expenses of such sale, and any monies due by the same Proprietor to the Company, to pay the balance thereof (if any) to him, his executors, es adminis- trators and assigns: And thereupon the said offending party, shall thenceforth cease to be a Proprietor in the Company, in respect of the shares so sold.
No, 44.
In every case, where by virtue of the provisions Power to remit herein contained any shares in the Capital of the forfeitures. Company, shall become liable to be, or be actually forfeited ; it shall be lawful for, but in no cases imper- ative on the Directors for the time being, by the imposition of a fine, or upon satisfaction and compen- sation, made by the owner of such shares, for the act, neglect, or default, by reason whereof such forfeiture, or liability to forfeiture, may accrue to remit such forfeiture, and to restore the owner of such shares to his full rights aud qualifications, in respect of the same shares, in like manner in all respects, as if such forfeiture, or liability to forfeiture had not been in- curred, provided that no remission of such forfeiture shall be made, after such forfeited shares shall have been sold, or disposed of by virtue of the provisions herein contained, nor after twelve calendar months from the declaration of forfeiture, nor so as to preju- dice or disturb any dividend which may have been declared.
Page 46
Power to pur- chase and sell shares.
40 No. 45.
The Directors for the time being may, for the bene- fit of the Company, purchase any shares, in the Capital thereof; and whenever by means of any pur- chase made, or forfeiture accrued, or rights of pur- chase, or sale, created or otherwise, pursuant to the provisions in these presents contained, any shares in the Capital uf the Company, shall become vested in the Directors for the time being, or they shall possess on behalf of the Company, any right of cancelment and extinguishment, or forfeiture, purchase or sale, they may either retain such shares, on behalf of the Company, or at their discretion at any time or times create as many new shares of similar amount, value, and interest, as those so purchased, forfeited, cancel- led, or extinguished; or may sell and dispose of the same shares, whether original or newly created, or any of them, either by public auction, or private con- tract, or otherwise deal therewith, for the benefit of the Company, as the said Directors shall judge expe- dient, without the concurrence of the former holder, or owner thereof, or his representatives being requi- site, and the proceeds arising from any such sale or disposition, shall be added to the Capital of the Com- pany. Every purchaser of such shares shall, when and so soon as he shall have paid his purchase money to the Directors for the time being, and otherwise have complied with the requisitions and provisions of these Presents, respecting purchasers of shares, or such of them as may be applicable to the case now in contem- plation, receive from the Directors a certificate of the same shares, under the hands of two of their body, witnessed by the Manager for the time being, and be
Page 47
41
thereupon recognized as a Proprietor, in respect of the same shares, and invested with all the rights, privileges, and qualifications, incident to the complete ownership of such shares.
No. 46.
A general Meeting of the Proprietors of the Com- pany shall take place, on the last Thursday in the month of February, in the year of 1834, and on such day in each succeeding year, during the continuance of the Company, or within ten days next following such respective Thursday, and at such time, between the hours of eleven in the forenoon and three in the afternoon of the day appointed, and at such conve- nient place in Huddersfield aforesaid, as the Directors may fix. And the Directors for the time being shall also have full power and authority to call special general Meetings of Proprietors, for such purposes, and to be held at such times and places, as they may think proper; and the Directors shall cause fourteen days previous notice of each such Meeting, whether annual or special, to be given by letter to each Pro- prietor in the manner hereinafter in that behalf pre- scribed, and also to be advertized in any two of the
Newspapers printed and published in Mirfield and
Huddersfield, or any neighbouring town; and such
general Meetings, whether annual or special, shall always possess the power of adjournment to such time and to such place, in Huddersfield aforesaid, from time to time as the Proprietors present at such respective Meeting shall resolve; and no other busi- ness shall be transacted at an adjourned annual general Meeting, than the business left unfinished at that
Annual general Meetings.
Page 48
Chairman of general Meetings.
Directors to lay general state-
ment before Proprietors,
42
Meeting, or business of which due notice shall have © been given at such general Meeling, and no other business shall be transacted at an adjourned special Meeting, than the business left unfinished at the Meeting from which such adjournment shall have taken place.
No. 43.
_ At every Meeting of the Proprietors, whether an- nual, special, or by adjournment, the chair shall be taken by the Chairman of the Directors, if present, or in case of his absence, then by such other Director then present, as shall be elected by a majority in number of the Proprietors then present, without re- gard to the number of shares held by them respec- tively, or in case no Director be present at the Meeting,
then by such Proprietor qualified to vote, as shall be
elected as before mentioned, and the chair shall be taken before any other business shall be transacted at that Meeting; and any Chairman may, if he think fit, take a part in the debates of the Meeting, and in case of an equality of votes, shall have (as Chairman) a
casting vote, in addition to his individual vote or votes.
No. 48.
At every annual general Meeting of the Proprietors, the Directors for the time being shall exhibit to the Proprietors assembled, a true and accurate summary or balance-sheet and report of the profits and accumu- lation or losses of the Company, from the time of the commencement of the business of the Company, or the end of the period included in the last preceding
Page 49
43
report, and of the state and progress of the affairs of the Company, up to the 3lst of December last prece- ding such Meeting, and also such further accounts and statements, as the Directors shall deem expe- dient, for the interest of the Company, to be made public, and shall ‘announce and declare the dividend or dividends which they shall have previously settled and determined on, as herein before provided; and
every such report as aforesaid, of the profits or losses
and accounts of the Company, shall be binding and conclusive on all the Proprietors, their executors, ad- ministrators, and assigns, unless some error shall be discovered therein respectively, before the next subse- quent report shall have been produced, and in that case, such error only shall be rectified.
No. 49. At every annual general Meeting of Proprietors, the Proprietors may, if it shall be deemed expedient, ap- point two Shareholders (being respectively qualified to be Directors) as Auditors, to examine and report on the state of the affairs of the Company, and it also shall-be competent for the Proprietors at such Meet- ing, to direct the production to such Auditors, of all books, vouchers, writings, and documents, concerning the same, and to enable them to call in the aid of the Manager, Sub-Manager, Accountant, Officers, Clerks, and servants of the Company, or any other person competent to give information in that behalf, and also to empower them to employ (at the expense of the Company) such Clerks and assistants whose aid may be necessary in making such audit and report; and the annual general Meeting by which such Auditors
F goon
Proprietors may appoint Auditors.
Page 50
Special Meet- ings may be called by Proprietors.
44
shall have becn appointed, may be adjourned to some future day, to receive the report of the Auditors on the matters committed to them; and the Auditors shall make their report to such adjourned Meeting, if the accounts exhibited be objected to, but not other- wise; and such Auditors shall, previously to entering upon the investigation of the matters committed to them, subscribe a Declaration, engaging to observe secrecy in respect to the state of the accounts of indi- viduals with the Bank; and any Auditor acting con- trary thereto, or applying the information he may obtain, or any of the powers which he may have as an Auditor, for any sinister purpose, shall forfeit and pay unto the Directors for the time being, the sum of £500 as liquidated damages, to be sued for, recovered, and applied, in the names and in the manner as men- tioned in Articles, Nos. 14 and J5.
No. 30.
Thirty or more Proprietors, holding in the aggre- gate six hundred shares or upwards in the Company, may at any time, by writing under their hands, left with the Manager or Chairman of the Directors of the Company for the time being, require the Directors to call a special general Meeting of the Proprietors, so as such requisition fully express the object or objects for which such special general Meeting is required to be called, but in the absence of such specification, it shall not be incumbent on the said Directors to take notice of the requisition; and in case the said Direc- tors shall refuse or neglect to comply with such requi- sition for fourteen days after the same shall have been left as aforesaid, the Meeting may be called by such
~
Page 51
45
Proprietors, by giving fourteen days’ notice thereof in any two of the Newspapers printed and published in Mirfield or Huddersfield, or any neighbouring town ; and every such advertisement shall express the object of such special general Meeting, and the day, and hour, and place in Huddersfield, for holding the same, and also the delivery of the requisition to or for the Directors, and their refusal or neglect to call such special Meeting, and shall contain the names of the Proprietors signing the same requisition; and all acts of the Proprietors at such special general Meeting, shall be as valid as if the same had been done at any annual general Meeting of the Company, but no. busi- ness shall be transacted at any special general Meeting other than for which it shall have been expressly called.
No. di.
At every general Meeting of the Proprietors, whe- ther annual, special, or by adjournment, all motions, questions, and propositions, which shall be submitted for the determination of the Meeting, shall be pri- marily decided on a show of hands, by a majority in number of the Proprietors personally present; but if ten or more Proprietors present at such Meecting, qualified to vote, and holding in the aggregate not less than two hundred shares, shall be dissatisfied with such shew of hands, they may demand a ballot upon any motion, question, or proposition depending before such Meeting, and such ballot, if required, but not otherwise, shall be had and taken accordingly; and upon such ballot, the right of the Proprietors in the Company to vote, except as to the said Benjamin Wilson and Thomas Wilson, in respect of the said
Mode of voting at Mectings.
Page 52
46
1500 shares, shall be regulated as follows,—namely, every holder of five shares, or any larger number not exceeding nineteen shares in the Capital of the Com- pany, shal] have one vote; every holder of twenty shares, and not exceeding thirty-nine shares, shall have two votes; every holder of forty shares, and not exceeding fifty-nine shares, shall have three votes; every holder of sixty shares, and not exceeding seventy-nine shares, shall have four votes; every holder of eighty shares, and not exceeding ninety- nine shares, shall have five yotes; every holder of one hundred shares and upwards shall have six votes and no more: that the said Benjamin Wilson and Thomas Wilson, so long as they or either of them may be the actual Proprietors or Proprietor of the said 1500 shares so allotted by way of compensation as afore- said, or any of such shares, not being less than 1000 shares altogether, shall have twenty-one votes in res- pect not only of those shares, but of all other shares of which they or he may be the Proprietor or Pro- prietors, and no more; but should the said Benjamin Wilson and Thomas Wilson, or either of them, sell or dispose of all or any of the said 1500 shares, so as to reduce their numbers to less than 1000 such shares, then and thenceforth they and each of them shall for- feit and lose such additional number of votes, and shall be placed upon a similar footing, in regard to such votes and the number thereof, as any other Proprietor in the Company. That no Proprietor shall be en- titled to vote in respect of any shares which he shall not have held for three calendar months previously to the Meeting, or if such Meeting take place within three calendar months next after the date of these
Page 53
47
Presents, which he shall not have held for two months previously to the said Meeting; and the Chairman of every such Meeting shall, in right of office, and in addition to his vote or votes as a Proprietor, have a casting vote whenever the votes on any question be- fore the Meeting would otherwise be equally divided ; and upon such ballot, every Proprietor present, and qualified to vote at such Meeting, shall deposit in a balloting box to be provided for that purpose, a paper, on which shall be written, the name of such Proprietor and the number of votes which he shall claim to have or deliver, and also his assent to, or dissent from the motion or proposition then before the Meeting, and one of the Directors, if there be any present and wil- ling to act, and if none such, then one of the Proprie- tors present and qualified to vote, and who shall be chosen by the Chairman of the Meeting, shall, to- gether with two other Proprietors, to be chosen by the Meeting as scrutineers, retire and investigate and report to the Meeting, or any adjournment thereof, the result of such ballot.
No. 52.
That every Proprietor, being a female, or whose Females & dis- . . tant Proprietors usual place of residence is above ten miles from Hud- aijowed to vote dersfield, and who respectively shall be qualified and >Y Proxy. authorized to vote at any general, special, or adjourned Meeting, may by writing under her or his hand, ap- point any other Shareholder, qualified to vote, and authorized to attend in his own right, to vote for her or them at such respective Meeting. That no proxy shall be in force or available at any other Meeting,
(except an adjournment thereof,) than that for which
Page 54
In cases of joint
Owners, only one of them to vote and act.
Proceedings of
Meetings to be entered in a book.
48
it was expressly given or intended to apply; and: every Proprietor who shall have appointed such proxy as aforesaid, shall for all the purposes of the annual, special, or adjourned Meeting, for which such proxy shall have been appointed, be considered as present, and all the acts and votes of the proxy in that capacity, shall be as valid and effectual as the acts and votes of the Proprietor appointing him would have been, if such Proprietor had been present and had personally acted and voted at such respective Meeting.
No. 63.
Where any shares shall be vested in two or more persons, jointly or in common, or otherwise, such one of the same persons, whose name shall stand first in the books of the Company as one of the Owners of such shares, sha!l be considered and deemed the sole and absolute Owner thereof, for all the purposes of voting and acting as a Proprietor.
No. 34.
The orders, resolutions, and proceedings of every general Meeting of the Company, as well annual as special, or by adjournment, and also of the Meetings ef the Directors, shall be entered in a book or books to be kept for that purpose, and shall when so entered, be signed by the Chairman of such Meeting, and the same when so entered and signed, shall, as between the Proprietors of the Company, be conclusive evi- dence of all such orders, resolutions, and proceedings,
and that the person signing the same as Chairman, was duly elected as such.
Page 55
49 No. 355.
No Proprietor shall be allowed to vote at any Meet- No Proprietor . . . to vote till his ing of the Company, or to exercise any other right or calls are paid. privilege under or by virtue of these Presents, until the amount of any call or calls which shall have been made in respect of his shares in the Capital of the
Company, shall have been fully paid and satisfied.
No. 46.
If at any annual or special general Meeting of the Meetings to be Company, thirty Proprietors qualified to vote, and adjourned ita holding in the aggregate at least 600 shares, shall not ber of Proprie- ‘ tors not present. assemble and proceed to business within one hour from the time fixed for the Meeting, no choice of Directors shall be made, nor shall any business be then transacted, but in such case, there shall be another Meeting of the said Company at the same place, on the like day in the following week, and if such a number of Proprietors as before mentioned, duly qualified as aforesaid, shall not then attend, the same general Meeting shall stand adjourned to that day three weeks next following, and so frem time to time as often as the same shall happen, until at some such general Meeting there shall be present such a number of Proprietors as before mentioned, duly qualified as aforesaid, when the Meeting, notwith- standing some of the Proprietors shall depart after the chair may be taken, shall be competent and proceed to transact business.
No, 57.
The Proprietors present at any annual general Remaneration to . . . . irectors an Meeting, shall from time to time fix the remuneration mes
Page 56
Auditors, to he fixed by Pro- prietors.
Mode of Direc- tors retiring.
a0)
(if any) to be made to the Directors of the Company, or to any Committees, or Auditors, appointed from among the Directors or Proprietors for any special purpose.
No, 38.
At the annual general Meeting, to be held in Feb- ~ ruary, 1834, two of the present or immediate Directors of the Company shall retire from office, and at every subsequent annual general Meeting, two of the then Directors shall also retire from office; ana the rota- tion according to which such Directors for the time being are to retire, shall be ascertained in manner following, that is to say, as to the present or imme- diate Directors, the Chairman for the time being of the Directors, at some Board to be holden for that special purpose, two calendar months at the least be- fore the time appointed for the annual general Meet- ing for the year 1834, (unless the then acting Direc- tors shall have previously arranged among themselves the order in which their names should be entered in the book or list next hereinafter mentioned, and which they are hereby authorized to do,) shall put indis- criminately into a box, such a number of pieces of pa- per, rolled up, and of equal size and form, as shall be equal to the number of the then Directors, aud each such pieces of paper shall be distinguished by some number from one to five, or from one to four or three, ac- cording to the then number of Directors, progressively, and including the numbers one and five, or the num- bers one and four or three, as the case may require, and each of the then Directors shall draw from the said box one of the said rolled pieces of paper, and in
Page 57
a]
the absence from such Meeting of Directors, of any one or more of them, the Chairman or Manager shall draw the same for him or them so absent; and the names of the said Directors shall be entered by the Chairman or Manager in a book or list to be provided for that purpose, in the order, and according to and distinguished by the number, written on the pieces of paper so drawn by or for them respectively, or accord- ing to which the Directors shall have arranged among themselves the said rotation ; and the book or list so formed, shall be called “ THE House list oF DireEc- TORS,” and the rotation in which the said present or immediate Directors are to retire shall be according to the order and priority in which their names may stand in the said list, and they shall retire accordingly : And for the purpose of determining the order in which the two new Ditectors to be chosen in the year 1834, and in each succeeding year shall be placed in the house list for the time being, (in case the said two new Di- rectors for the time being, shall not arrange between themselves their respective priority in such list, and which they are hereby authorised to do,) the Chair- man of the board of Directors, or the Manager at some such board, to be held for that special purpose within six calendar months next after the annual gencral meeting in each such year, shall be put into a box, two pieces of paper so rolled up and of equal size and form as aforesaid, within one df which shall be written No. 1, and within the other shall be written No. 2, and each of the said two new Dircctors, or in case of the absence of each or either of them, the chairman or the manager on his respective behalf, shall then draw from the said box, one of the said G
Page 58
o2
rolled-up pieces of paper, and at such board of Direc- tors, to be held for so determining such priority of the new Directors, or at some board of Directors to be holden within six calendar months after such respec- tive annual general meeting, in case the said two new Directors for the time being, agree as to such priority, a new house list shall be formed of the names of the old, or remaining Directors, and uf the two new Direc- tors, and be entered or written out by the said Chair- man or Manager; wherein, the names of the old Directors shall precede those of the new Directors. And the names of the old Directors shall stand in the like order and priority as between themselves as their names stood in the last preceding house list, and the name of such one of the two new Directors, by or on whose behalf the piece of paper No. 2, may have been drawn, or who by agreement with his new Co-Director is to have the chance of continuing lon- ger in office, shall be placed at the bottom of such respective new list, next after the name of the new Director, in whose behalf the piece of paper No. 1, may have been drawn, or of the new Direetor, who by agreement with his new Co-Director may be willing first to relinquish office; and in such new list the names of all the old and new Directors shall be dis- tinguished by separate numbers, the name of the Director at the head of the list, being distinguished by No. |; and the name of the Director next on the list, being distinguished by No. 2; and so on progressive- ly distinguishing each succeeding name on the list by the next higher number, beyond that, distinguishing the name of the Director immediately preceding it: And the Directors, whose names for the time being, shall
Page 59
53
stand first and second in order upon such respective new house list, shall always be the two annual retiring Directors in rotation, with reference or relation to the other next removal or retirement of Directors under this provision, and shall retire accordingly. But in case any general meeting at which new Directors ought to have been chosen, shall bead journed, by rea- son of an insufficient attendance of Proprietors, pur- suant to the 56th article, then and in every such case, the Directors in office for the time being, shall con- tinue to.act, until new Directors shall be duly chosen.
No. 59.
At the annual general meeting of the Company, to Appointment of be holden in the month of February, 1834, and at Directors to supply vacan.- every subsequent annual general meeting, the two cies. vacancies in the direction occasioned by the going out of office of two Directors of the Company as men- tioned in the last preceding article, shall be supplied by two other Directors, to be elected by a majority in number of the Proprietors then and there present, on a shew of hands, but if ten or more Proprietors pre- sent at such meeting qualified to vote, aud holding in the aggregrate not less than 200 shares shall be dis- satisfied with such shew of hands, they may demand that such election of Directors shall be taken by ballot, and such ballot, if required, but not otherwise, shall be had and taken accordingly; And such election of Directors shall thereupon be made, and taken by a majority in number of votes (according to the scale herein in that behalf prescribed) of the Proprietors then and there present in manner following, (that is
to say) every proprietor present and qualificd to vote
4
Page 60
od
shall put into a box, provided for that purpose, and placed upon a table in front of the Chairman, a paper on which shall be written the name of such Proprietor and the number of votes which he shall claim, and also the names of such two persons members of this Com- pany, respectively qualified, according to these pre- sents, as he thinks fit to serve and execute the office of Director, and no more or less than such number of two; And in case any Proprietor shall deliver a writ- ten or printed list of names, of more or less than two persons qualified for Directors, the same listand names therein, shall be rejected, and his right of voting be excluded ; and no vote or list shall be received for the election after the box is finally sealed, according to the time fixed at such meeting for sealing thereof, _but every such vote or list shall be rejected; And three scrutineers, of whom a Director, if present and willing to act, shall be one, shall be chosen by a ma- jority of Proprietors then present, on a shew of hands, —and such three scrutineers shall examine and report to the meeting or some adjournment thereof, the re- sult of the ballot, and the same result shall be declared by the chairman: And the two persons who shall by such lists, appear to have the greatest number of votes in their favour, iucluding the casting vote (if any) of the chairman, shall together with the con- tinuing Directors, be the Directors of the Company for the year then next ensuing, or until others shall be duly elected in their or any of their places: Pro- VIDED and nothing herein contained, shall render any Director, who shall have gone out by rotation, ineli- gible to be re-elected a Director for the ensuing year.
Page 61
oo No. 60.
Every person who shall be appointed a Director of the Company, shall in writing signify to the Chairman of the Meeting, or Manager of the Company, his ac- ceptance of the office of Director, within seven days after notice, in writing of such appointment, together with a copy of this present Article shall have been
given, or sent to him by the Chairman, or Manager,
unless such person be absent from his place of abode, in which case the Directors shall allow such reasonable time for the reception of such notice as they may think proper. Aud in case any such Director shall refuse or neglect to comply with this provision, his office shall be considered as vacated, and the remain- ing Directors including him or them appointed at such preceding meeting as shall have accepted office, shall appoint some other person, duly qualified to supply the place of the Director so making default ; And the Director so substituted, shall stand in the same rotation and place, in all respects as the person, in whose place he shall be appointed; and the same course shall be adopted from time to time in each case of neglect to comply with this provision, until the number of Directors accepting office shall be complete.
No. GI.
For better regulating the elections of Directors, the board of Directors for the time being, shall 21 days before the day of election, cause to be made out and copied in a fair legible hand, or printed, a list con- taining the christian and surnames, and the residence of the Proprietors of the Company, who shall then
be qualified to be clected Directors, and the names of
Directors tu testify accept- ance of office.
List of Propri- etors qualified to be Directors, to be made out previous to Meeting.
Page 62
56
the two Directors who are to retire from office. And also the names of the two Proprietors duly qualified, whom the Directors would recommend as competent persons, to be the incoming or new Directors; and such list and names shall be fixed, and remain in some conspicuous part of the Banking Houses of the Com- pany, in Mirfield and Huddersfield, and be open to the inspection of each Proprietor who shall apply to see the same, and each Proprietor shall be at liberty to take extracts from, or copies of such list aud names, and to compare the same with the house list herein- before referred to;—and a copy or copies of such list and names, shall, on the day of election, be fixed in some conspicuous place in the room, where the Meet- ing for choice of Directors shall be held; but the election of Directors when made, shall not be effected or vacated, by any errors or omissions in such list, And such two Proprietors, so recommended, shall be accordingly proposed by one of the Directors, to the annual general Meeting, and no other person shall be proposed or elected as a Director of the Company, un- less a nofice in writing, signed by one or more of the Proprietors shall have been lett with the Manager for the time being, at the Banking House of the Com- pany, in Huddersfield, ten days at least, previously to such annual general Mecting, stating the name or names of the Proprietor or Proprietors whom he or they intend to propose to the Meeting, in the place of both or either of those persons who may be recom- mended by the board of Directors;—and the annual general Meeting shall from the Proprietors be so re- commended by the said board, or so to be proposed by any Proprietor, or Proprietors, elect the two new
Page 63
o7 No. 62.
It shall be competent for any general Meeting of Power of gene- the Company, whether annual, or special, duly con- ral Meetings to vened, and held in manner herein provided, at any increase Capi- . . ; tal, remove time or times hereafter, to decrease the capital or Directors, make joint stock of the Company, by reducing and dimin- "¢¥ Roles, &e. ishing the amount of all the shares therein, in an equal rate or proportion, or to increase the capital thereof, and to raise such increase of capital by cre- ating an additional number of shares of £100. each, or of equal amount to those shares then in existence, and to cause the same shares to be sold at such prices as the Direclors for the time being think ad- visable, or can obtain for the same;—and which shares, when sold, shall be subject to all the provisions of this deed of settlement, and of any such supple- mentary deed as aforesaid, and shall entitle the holders to the same benefits, rights, and privileges, in respect thereof, as if the same had been originally subscribed for, on the formation of the Company— also to increase the number of Directors of the Com- pany, and to diminish the same again to the present or any intermediate number, and to remove any Di- rector from his office; also to repeal all or any of the bye laws, and provisional regulations, which shall subsequently to the date of these presents, have been made by the Directors for the time being, affecting the property or concerns of the Company, or to adopt, and confirm, all or any of such bye laws, and provisional regulations, and which shall for that pur- pose, be submitted to every general meeting, and to make any new laws, orders, regulations or provisions, for better managing the Company, and the business,
Page 64
28
affairs, and concerns thereof, and to amend, or to alter, repeal, or make void, any of the existing laws, regulations, and provisions thereof, or as contained in these presents, or any supplementary deed of the Company, and to cause all or any of the bye laws, and provisional Regulations which may be so adopted and confirmed, and all or any of such new laws, or- ders, regulations, and provisions, and all or any of such resolutions, for the repeal or avoidance, of exist- ing laws or provisions, to be embodied into any supple- mentary deed of settlement, to be made for the conduct or government of the Company; and the same, whether embodied into such supplementary deed of settlement, or not, shall be as binding and effectual to all intents, as if the same were inserted and contained in these presents, and to determine any question or measure, matter or thing, relative to the affairs of the Company, which shall arise in the course of the conduct and management thereof, and which shall be brought before such Meeting, and also at any time to dissolve the Company; yet so, never- theless, that no act, order, or resolution, be done or passed at any such Meeting or Meetings as aforesaid, so as to release or exonerate all or any of the Proprie- tors for the being of the Company, from their respert- tive liabilities to pay and satisfy the entire sum of £100, or such other sum or amount of, or for which the shares may be in respect to every share held by them respectively in the Capital of the Company, or from their covenants in that behalf contained in this Deed, or any supplementary Deed as aforesaid, or to affect or infringe upon the rateable or proportionable division of the profits and liability to the losses of the
Page 65
o9
Company, between the Proprietors, or to affect or al- ter the provision hereinafter contained for the disso- lution of the Company, in case of eventual loss of capital—and so that no motion or proposition for the dissolution of the Company (other than in the case provided for in the said provision hereinafter con- -tained) be brought forward, or entertained, at any Meeting of the Proprietors, unless the Proprietors present at such Meeting, shal! constitute at least two third parts in number, of the entire number of the persons of the then subsisting Proprietors qualified to vote, and who shall be holders in the aggregate and in their own right, of two thirds of the then existing number of shares, in the capital of the Company ; nor shall any motion or proposition, as last aforesaid be carried, unless such proportion in number and value of Proprietors as last aforesaid, shall vote in favour of the same, and so also that no resolution which shall have for its object, the decrease or increase of the capital of the Company, or the alrogation, enlarge- ment, or alteration of any of the clauses, powers or provisions in this deed contained, or the making or executing of any supplementary or other deed of Set- tlement, or the dissolution of the Company, (except in the case hereinbefore provided in that behalf,) shall be valid, unless the same resolution, after having been passed at a_general Meeting, either annual or special, shall be confirmed by a special general Meet- ing, to be convened expressly for that purpose, in the mode hereinbefore prescribed with respect to special general Meetings, and to be held within three calendar months after such first mentioned Meeting. H
Page 66
Proprietors and Represen- tatives of Pro- prietors may dispose of their shares, subject to the approba- tion of Directors.
60
No. 68.
Except in the event of bankruptcy, insolvency, or other operation of law; and also except so far as the said John Wilson, who has relinquished his interest in the said 1500 shares as hereinbefore mentioned, no share in the capital of the Company, shall be trans- ferable, or disposed of, otherwise than by bequest, until after the first day of January, 1835, nor until all calls or instalments in respect thereof have been duly paid up. That (subject thereto, and to the restric- tions in articles Nos. 66 and 67 hereafter contained, ) any Proprietor in this Company, or his, or her legal representatives, whether by marriage, or as executors, administrators, legatees, trustees, guardians, commit- tees, assignees under bankruptcy, or insolvency, or otherwise, may and are hereby authorised, to sell and transfer, all or any of the shares of such Proprietors, subject nevertheless, to the approbation of the Direc- tors for the time being, and for the purpose of ob- taining such approbation, the holder of any share proposed to be sold, or transferred, shall give notice in writing to the Directors, to be left at the banking house in Huddersfield, of such proposed sale or trans- fer, and such notice shail contain the respective names and address, of the proposed purchaser or trans- ferree, and of the existing holder of such shares ;— but in case the said Directors shall object to the per- son proposed as the purchaser or transferree, then they shall, if required by the owner of the same shares, forthwith purchase the said shares for the benefit of the Company, at the price which such pro-
Page 67
61
posed and objected to purchaser or transferree, had agreed to give such owner for the same. PROVIDED NEVERTHELESS, if the real price agrced to be given by any such proposed purchaser or transferree for the said shares, shall not be truly and accurately stated by the owner, or any fraud or imposition relative thereto should be attempted or practised, then the said Direc- tors may, if they think proper, refuse to allow such shares to be disposed of, or transferred, and may impose a fine, not exceeding £5. per share, upon the owner or owners so mis-stating the real price, or party, or privy to such fraud or imposition, and in case of nonpayment of such fine, after 30 days notice of the same being incurred, the same shares shall ke forth- with sold, by the said Directors, by public auction, or private contract, to any person whomsoever for the best price, that can be reasonably obtained for the same, and the said shares shall thereupon be trans- ferred to the respective purchasers thereof, and the money arising from such sale or salex, shall after deducting all expenses of sale, and any lien which the Company may have thereon and the said penalty, be paid to the owner or owners thereof, upon demand, at the Banking House of the Company in Hudders- field.
No. 64.
Before any husband of a female Proprietor, or any Title of Repre- executor, administrator, or legatee of a deceased Pro- io be prietor, or any assignee, trustee, guardian, or commit- tee of any Proprietor become bankrupt, insolvent, or otherwise, shall be admitted a member of the Com-
pany, in respect of any shares vested in him, in any
Page 68
‘
Representatives of Proprietors, may reeeive Dividends due without being admitted Pro- prictors.
62
such capacity, or receive any dividends thereon, or sell or dispose of such shares, be shall leave for in- spection, at the banking house of the Company in Huddersfield, the certificate of his marriage with the person in whose right, the probate of the will, letters of administration, deed or instrument of assignment, or other documents, under which he shall claim to be entitled to the same shares.
No. G5.
The husband of any female Proprietor, or the exe- cutor, administrator, or legatee of any deceased Pro- prietor, or the guardian, committee, trustee, or assignee of any Proprietor, who shall have become bankrupt or insolvent or otherwise, shall not as such, be a Proprietor, in respect of such shares as shall be vested in him, in any of the aforesaid capa- cities respectively; nevertheless, any such husband, executor, administrator, legatee, guardian, commit- tee, trustee, or assignee, shall be entitled to receive any dividend, which shall have become due on the same shares, before his title thereto accrued ;—but no dividends which shall become due on the same shares, since his title shall have accrued, shall be receivable or demandable by him, but shall, till he or some other person (with the approbation of the Directors) shall have become an acknowledged Propri- etor in respect of the same shares, remain in suspense and shall not be paid until he or such new Proprietor shall claim the same, and their respective title thereto, as such acknowledged Proprietor is complete, when he or such new Proprietor shall be entitled to such subsequent accrued dividends; and the profits, in-
Page 69
63
terest, and share of capital, and surplus, or reserved funds, in respect to his said shares, so as to close all right and interest of the former owner or owners in respect of the same shares.
No. 6G.
The husband of any female Proprietor, and the exe- Representatives cuter, administrator or legatee, guardian or commit- may. tee of any deceased infant or lunatie Proprietor, shall claim to be ad- be at liberty to sell and dispose of any shares vested pect of the de- in him in any of the aforesaid capacities respectively, ceased’s shares. in manner, and subject to the approbation and pro- visions in article No. 63, hereinbefore expressed and contained, or at his option (if of age) to become a Proprietor, in respect of such shares, upon first giving notice in writing, at the banking house of the Com- pany in Huddersfield, of such his desire, in which notice shall be expressed, the name and place of abode of the person giving the same, and the name of the Proprietors, in whose place or right, he claims, and the number of shares in respect whereof, he is desirous of becoming a Proprietor, whereupon and upon otherwise with the provisions, in these presents contained, he shall be admitted and may become a Proprietor in respect of such shares, and have the same transferred into his name accord- ingly, and shall be personally charged with the duties and liabilities incident to the ownership of the same. But if any such husband, executor, administrator, legatee, guardian, or committee, shall for the space of six calendar months next after notice in writing for that purpose, from the Manager for the time being, neglect or refuse so to sell and dispose of the same
Page 70
Assignees or Trustees of Bankrupt or In- solvent Propri- etors bound to sell Sbares.
64
shares, or to procure himself to be admitted an ac- knowledged Proprietor in respect thereof, as herein- before mentioned, then the Directors for the time being may and are hereby authorised, when and and as they shall think fit, and without any further authority, to sell and dispose of such shares, and afterwards transfer the same to the respective Pur- chasers thereof, in the manner as is provided in the said article No. 63, and the money arising therefrom, be paid and applied in manner as mentioned in the next article.
No. G7.
The assignee or trustee of every bankrupt or insol- vent Proprietor, shall sell and dispose of the shares vested in him, in any of those capacities respectively, in manner, and subject also to the approbation and provisions in article No. 63 contained ;—but should such assignee or trustee neglect, or refuse so to do, or to procure, some other person to be admitted an ac- knowledged Proprietor, in respect of such shares, for the space of six calendar months next after his title to the same shares shall have accrued ; then the Direc- tors for the time being may, and are hereby authorized when and as they shall think fit, and without any further authority, to sell and dispose of such shares, and afterwards transfer the same to the respective purchasers thereof, in the manner as is also provided in the said article No. 63. PrRovipeEp, and it is here- by declared, that the money arising from such sale or sales, shall, after deducting all expenses of sale, and any lien which the said Company may have thereon, be paid to the owner or owners thereof, upon demand,
Page 71
65
at the Banking House of the Company in Hudders- field.
No. 68.
The Directors for the time being, shall determine the form and mode of the transfer of shares in the Company, and shall from time to time make such or- ders and regulations respecting such transfers, and by whom and in what manner the same shall be pre- pared, and with what officers of the Company, and in what place the same shall be deposited, and how the same sliall be registered, as shall appear to them ex- pedient for the security of the Company, and _ for effectuating the purposes of such transfer ;—and all sales and transfers of any shares not made conform- ably to the regulations of the Directors for the time being shall be invalid at law and in equity, and every purchaser or transferee of shares shall in respect thereof, if required by the Directors for the time be- ing, either expressly or by a general regulation in that behalf, execute these presents, or some deed of accession to be prepared by the Directors, at his ex- pense, whereby he may enter into covenants with the trustees for the time being, of the Company duly to observe and abide by all the stipulations, provisions, and regulations for the time being, affecting or in-
tended to affect holders of shares in the Company,
provided that the fees payable to the officers of the Company for preparing, registering, and perfecting every such sale, disposition, or transfer, shall not exceed one shilling per share, on the shares pur- chased, disposed of, or transferred, exclusive of stamp duties.
Directors to de- cide upon form of Transfer.
Page 72
Proprietors en- titled to Certif- icates of shares
Proprietors 1o execute these Presents.
66
No. 69.
Upon every sale, disposition, or transfer of shares, the certificate or certificates, held by the former Pro- prietor of such shares, shall be given up to be can- celled, and shail forthwith be cancelled accordingly, and a new Certificate shall be issued to the new Pro- prietor, in respect of the shares for which he is admitted a Proprietor, and if any of the shares includ- ed in the certificate or certificates so given up, shall be retained by the old Proprietor, a new certificate in respect thereof shall be issued to him, and new cer- tificates may by order of the Board of Directors be from time to time issued, in the place of such as shall be worn out, lost, damaged, or destroyed ; and the produc- tion of any certificate, shall at all times be a good prima facie evidence of the title of the Proprietor, to whom the same shall be issued, to the share or shares included therein ; and a fee of 2s. 6d. and no more shall be payable in respect of every new certificate to be issued as aforesaid.
No. 7O.
Every person who being a purchaser, or approved and recognized Proprietor of any shares in the capital of the Company, as shall not previously thereto have executed, or otherwise acceded to these presents, or some deed of accession, so as to bind himself to the observance of all articles, covenants, provisions, regu- lations, and stipulations, in respect of the same shares, shall, as to all duties, obligations, claims, and de- mands upon or against him, in respect of such shares, be considered a Proprietor in the Company, from the
Page 73
67
time of the same newly acquired shares being so pur- chased by or so vested in him as aforesaid. But as to all profits, rights, privileges, benefits, and advantages to arise from the same shares, no such person shall be considered a Proprietor in respect of the same, until he shall have executed or otherwise acceded to these presents, or such deed of accession as aforesaid ; but it shall not be necessary for any person who pre- viously to such purchase or vesting shall have exe- cuted or otherwise acceded to these presents, or such deed of accession as aforesaid, again to execute this deed, or such other deed of accession, as aforesaid?
No. Fi.
In case any person holding any shares in the Proprietors not Capital of the Company, either by original sub- Sone ares scription, or of which he shall have become a re- tobe forfeited. cognized Proprietor, who shall not have executed, or otherwise acceded to these presents, shall for three calendar months after notice in writing for that purpose, neglect or refuse to execute these presents, or such deed of accession as aforesaid, then it shall be lawful for the Directors for the time being, to declare the shares so vested in such person so neg- lecting or refusing as aforesaid, and all monies, bene- fit, and advantage whatsoever incident thereto, to be forfeited to the joint Stock of the Company, and the same shall be forfeited, and the said Directors may cancel and extinguish the same accordingly; subject nevertheless to the provisions hereinbefore contained for sale of forfeited shares.
I
Page 74
Persons ceasing to be Proprie- the
tors released
68 No. 72.
Whenever by any means whatsoever, any shares in Capital of the Company shall become forfeited,
from all future and be so declared by the Directors for the time be-
liability.
Receipts of Trustees, &c. good discharges,
ing, or shall be duly absolutely and effectually vested in a new Proprietor, with the approbation of the said Directors as hereinbefore mentioned, then and in such case and not before, the future responsibility of the previous owner as a Proprietor in the Company in respect of such shares, shall cease and determine, and such previous owner shall be exonerated and re- leased from all subsequent claims, demands, and obli- gations in respect of the same shares, and from all future observance and performance of the covenants, conditions, stipulations, and agreements of these pre- sents, or any subsisting supplementary deed, or deed of accession as aforesaid, in respect of the same shares.
No. 73.
Every receipt of any one or more of the Trustees for the time being of the Company given for any monies, or effects of the Company, being the objects of their respective Trusteeship, and every receipt of such a number of Directors as may constitute a board, for any of the matters or effects of the Com- pany, paid or delivered to, or according to the direc- tion of the same Directors, and every receipt of any Manager, Agent, Attorney, Clerk, Officer, or Servant of the Company, duly authorized by the Board of Directors in that behalf, shall be a good and sufficient discharge, for the money or effects which in or by such
Page 75
69
receipt shall be expressed, to be or to have been re- ceived ; and the persons paying or delivering the same, money or effects, and taking such receipt as aforesaid, shall not afterwards be obliged or required to see to the applicalion of the same money or effects, or be answerable or accountable for the mis-application or non-application thereof.
No. 74.
All the Directors and Trustees, Managers, public and other officers for the time being of the Company, and all Proprietors against whom any action or other proceeding shall be commenced or prosecuted, or on whose effects any levy shall be made, for any debt or demand of the Company, shall from time to time, and at all times be saved harmless, and kept indem- nified by the said Company, and the Proprietors
therein from and against, and it shall be the duty of
the Directors as such, out of the assets and effects of the Company, being under their control to replace and pay all costs, charges, losses, damages, and expenses, which they the said Directors, Trustees, Managers, Public Officers, and Proprietors, or any of them, may incur, sustain, or be put unto, in or about the execu- tion and discharge of their respective trusts and offices, or in or about any action, suit, or other proceeding, either at law or in equity, or otherwise, in which they or any of them shall or may whilst acting in pursu- ance of these presents, be plaintiffs or defendant’s, plaintiff, or defendant or otherwise, concerned in or by reason whereof, they or any of them may be- come damnified, unless the same shall be sustained or incurred, by reason of the wilful neglect or default of
Provision of indemnity to Di- rectors and other Officers of the Company.
Page 76
70
the parties sustaining or incurring the same respec- tively, or unless such parties shall have refused or declined to submit the management and prosecution or defence of any such action, suit, or proceeding, to the Board of Directors of the Company;—and the amount of such costs, charges, losses, damages, and expenses, for which an indemnity is intended to be hereby provided, shall immediately after the same shall be sustained or incurred, and although the same shall not be then ascertained, attach as a lien upon the capital and property of the Company, and as such, shall as between the parties to these presents, or any subsequent deed of settlement, have priority over all other claims and demands what- soever; and in the first place, such lien shall be satisfied, so far as may be out of the said fund called “the reserved surplus fund,”—and none of the said Directors, Trustees, or other Officers, shall be an- swerable or accountable for the others or any other of them—nor for the acts, deeds, or defaults of the others or any other of them, but each of them for his own acts, deeds, and defaults respectively, or for any person or persons with whom any monies or ef- fects of the Company shall be deposited for safe custody or otherwise, or for the insufficiency or defici- ency of any security, upon which the monies of the Company, may be placed out or invested, or for any loss, damage, or misfortune, which may happen to the monies, funds, property or effects of the Com- pany, unless the same shall happen by reason of the wilful neglect or default respectively of such Director, Trustee, or other officer or servant of the Company.
Page 77
71 Ne. 275.
Within two calendar months next after any of the
Power to
Trustees for the time being of the Company, shall change Trustees
die, or be desirous of being discharged from the trusts reposed in them, or shall go to reside beyond the seas, or shall neglect, or refuse, or become incapable to act in the said Trusts, before the same trusts shull be fully discharged, or at an end, the Board of Direc- tors shall appoint any fit person or persons to supply the place of the trustee or trustees so dying, desiring to be discharged, from going to reside beyond the seas, or of refusing, or neglecting, or becoming incapable of acting as aforesaid; and immediately after such appoint- ment, the trust monies, securities, and property of the Company, shall be conveyed, assigned, and transferred, so and in such manner, as that the same may vest in such new trustee or trustees jointly, with the surviving or continuing trustee or trustees, or in such new trustee or trustees only, as the case may require, and upon the same trusts as the same were held by the former trustees.
No. 76. In case any dispute or difference shall at any time or times arise, or be moved between any of the Pro- prietors for the time being of the Company, concern- ing the construction or effect of any article or provision contained in these presents, or any such supplementary deed, or relating to or concerning the management, conduct, and concerns of the Company, in any event for which express provision is not hereby made, and which either of the parties shall be unwil- ling to submit to the decision of the Board of Direc- - tors then and in every such case, the same shall
Reference of disputes be- tween Proprie- tors to arbitration.
Page 78
72
within two calendar months next after the same shall arise, or so soon thereafter as conveniently can be, be submitted or referred to arbitration in manner herein- after expressed, (to wit) each of the parties, whether each party shall consist of one or more persons be- tween whom such dispute or difference shall arise, be mooted or exist, shall name one arbitrator, and the arbitrators so named, shall in the first place, and within 14 days after they shall have been appointed, nominate one other arbitrator, and shall then jointly with such their nominee forthwith enter into, and upon the matters so referred, and in case either of the parties in difference shall decline, or refuse to name an arbi- trator within ten days after such dispute or difference shall have arisen, then the other party desirous of proceeding in the reference, shall name an arbitrator in manner aforesaid, and the arbitrator so appvinted, shall and may proceed exparte—and the award and determination of the major part in number of the said arbitrators so constituted and appointed as aforesaid, or if any single arbitrator authorised to proceed ex- parte as aforesaid, shall be final and conclusive in the matters so referred to them, or him as aforesaid, so as the award be in writing, under the hand or hands of the said arbitrator or abitrators, making the same, and left at the Banking House of the Company, in Huddersfield, within 40 days next after the appoiit- ment of the said arbitrators or arbitrator, or within such further period to which he or they, or the major part of them shall previously to the expiration of the said 40 days, by writing, under his or their hands, have enlarged the time for making his or their award, and which enlargement he or they, or the major part
Page 79
73
of them is and are hereby expressly empowered to make from time to time at his or their discretion, and that although all or any of the parties in difference shall have departed thiy life previously to the making of such award, and such arbitrator or arbitrators shall by his or their award, direct and order by whom, to whom, and in what proportion and manner the costs and expenses of, and attending such reference and award shall be paid, and no suit or action shall be commenccd or brought by any of the persons inter- ested in the award, against any others or other of them, or against the said arbitrators or arbitrator touching the matters referred—and all the parties to the said reference, shall submit to be examined, upon oath or affirmation, to be administered by a master extraordinary ta Chancery, before the said arbitrators or arbitrator, and the submission to such arbitration shall be made a rule of his Majesty’s Court of Kings Bench, pursuant to the statute case made and provided, on application of either of the parties in dif- ferenee, his, her, or their executors or administrators.
No. 27.
It shall be lawful for two thirds in number of the Proprietors of the Company for the time being, en- titled to vote, and who shall hold amongst them two full third parts of the existing Capital of the Com- pany, and who shall be assembled at two successive general meetings, to be specially convened for that purpose, within the space of three calendar months, to dissolve the Company hereby established, and the said Company after the resolution for dissolving the same, at the first of such, general meetings, shall
Company may be dissolved with the con- sent of any two thirds of the Proprietors.
Page 80
74 have been confirmed at the second of such meetings shall stand dissolved accordingly, to all intents and purposes, except for the purposes of winding up,
liquidating, and settling the accounts and affairs of the said Company, as hereinafter is mentioned.
No. 78.
Company to be If at any time the losses of the Company shall dissolved if have exhausted the whole of the reserved surplus plus fond and Fund, and also one-fourth part of the Capital of the of Capital lost. Company, which shall have been actually advanced and paid by the Proprietors, without regard to the amount of the subscribed Capital, then the Directors for the time being shall, with all convenient speed, call a special general Meeting of the Proprietors, in manner hereinbefore in that behalf prescribed, and shall submit to such Meeting, a full and general statement of the affairs and concerns of the Com- pany, and if required at such Meeting, verify and establish such statement by the production of the books, documents, and vouchers of the Company ;— and it shall thereupon be lawful for any one Proprie- tor personally present at such Meeting, then and there by some writing, to be signed by him, to require that the Company be dissolved, and thereupon the Com- pany shall stand dissolved accordingly, unless such a number of the Proprietors present at the Meeting, as shall amongst them be entitled to two-thirds of the the votes to be given upon any ballet as aforesaid, shall be desirous of continuing and carrying on the said concern, and shal] then and there in writing, signed by them respectively undertake so to do, and to purchase the shares of the dissentient Proprietors
Page 81
7)
present at such Meeting, at the then value thereof— and to indemnify.the dissentient Proprietors against all future losses of the Company—and from the exist- ing debts and engagements thereof; such value, and the nature of such indemnity, to be ascertained in case - of difference by reference to arbitrators as aforesaid, and on such undertaking being given, the dissolution of the Company shall be suspended for the space of 60 days next after such Meetiug—and if within that time the purchase of the shares of the dissentient Proprietors shall be completed in manner hereinafter expressed, then such dissolution shall not take place, and the purchase of the last mentioned shares shall be considered as completed for the purposes of this pro- vision, whenever the said Proprietors proposing to continue the Company as aforesaid, shall by writing have given notice to the dissentient Proprietors, that they are prepared to pay the purchase money for the said shares, on application by the parties entitled there- to for the same, at the Banking House of.the Com- pany, at Huddersfield, and_ shall in accordance therewith have actually paid the same to such of the parties as shall have applied for the same, or in case of difference as to the amount of such purchase money shall have offered to refer the question of such amount to arbitration as aforesaid, and have proceeded in such arbitration, and have complied with the award made therein, or have been prevented from so doing by neglect or default of the other party, and the Com- pany as reduced or newly constituted from time to time, shall be liable to dissolution or to continuance from time to time in like manner, and under and subject to the same or the like regnlations as aforesaid— K
Page 82
76
provided that nothing herein contained shall extend, or be meant to extend, to release any such retiring Pro- prietor from bearing and paying his proportion of the losses of the Company, up to the day of such special General Meeting. .
No. 79.
PowertoDireo- If in pursuance of any of the provisions of these oe to sind up presents, the Company shall be dissolved, the Direc- the affairs. tors for the time being shall with all convenient speed, wind up, settle, and bring to a final rest and balance the accounts and affairs of the said Company, and for giving effect to such winding up and settlement, but for no other purpose, the Company and the powers of the Directors and the election of new Directors to supply vacancies, shall be held to be subsisting and continuing, any thing hereinbefore contained to the contrary notwithstanding ; and such of the funds and property of the Company as shall not then consist of money, and so much of the Capital and Profits of the Company as shall remain, after answering the claims and demands thereon, shall be paid to and distributed amongst the Proprietors existing, at the time of dis- solution, and their respective executors or adminis- trators, in the proportions in which they shall then be respectively entitled thereto, and to assist in wind- ing up, and closing the concerns of the Company, bad or doubtful debts may be declared by the Direc- tors to be irrecoverable, and demands not immediately — recoverable from the estate of bankrupts, or insolvents, or other persons, or the assets of deceased persons may be sold, to any persons not being Directors, in one or more lot or lots, and the amount of unclaimed dividends
Page 83
77
and the unclaimed shares of Capital, shall be invested by the Directors for the time being of this Company, in the manner hereinbefore directed for the invest- ment of the Capital of the Company, and the monies so invested, aud the securities wherein the same shall be invested, and the accumulations of the yearly in- come thereof, shall from time to time be paid and transferred by the Directors unto the persons who shall respectively claim, and shew title to the same— and all disputes concerning the title thereto, shall be decided by arbitration, in manner herein provided for the settlement of differences ; but if a claim to all or any part of such monies and investments, shall not be established, within the period of six years, to be computed from the day of the dissolution of the Com- pany, then the monies and investments to which no claim shall then have been established, shall be ap- plied as part of the Capital of the Company, for the benefit of the then ascertained parties, among whom the remainder of the Capital shall be distributable, or have been distributed, pursuant to the provision lastly hereinbefore contained, and the effluxion of the said term of six years, shall bar and be conclusive avainst all persons claiming. against the same, whe- ther under any legal disability, or incapacity, or not.
No. 80.
In every case in which any notice is by these pre- sents directed to be given or sent to the Proprietors, or any Proprietor of the Company, or any Meeting of Proprietors is required, or authorized to be con- vened, the same shall, unless otherwise expressed, be given, sent, or convened, by a written or printed let-
How notices to be given.
Page 84
How days reckoned.
Construction of language of
Deed.
78
ter, signed by, or printed, in the name of such officer for the time being of the Company, ast the Directors for the time being shall appoint in theis behalf, and every such letter shall be directed to the person or persons, to whom the same is or are to be given or sent, at his or their place of abode, as stated in the shareholders register, and shall be forwarded through the general post, and shall be fully effective for all purposes for which such notice 1s required to be given, although the same shall not after being committed lo the post office as aforesaid, reach its place of destina- tion, and shall to all intents and putposes be con- sidered to have been given to the party to whom the same shall be directed, on the day on which the same shall be committed to the post office.
No. Si.
Whenever under any of the provisions of these pre- sents, or other supplementary Deed of the Company, a certain number of days or other period is required to elapse, in order to give effect to any provision, act, deed, matter, or thing, or any period or number of days is fixed for any other purpose whatsoever, the first of such days or the first day of such period shall be reckoned exclusive, and the last of such days or last day of such period inclusive, in the computation of the period required.
No. 82.
Whenever in these presents, or in any other supple- mentary Dzed as aforesaid, or in any of the provisions thereof respectively, words are used importing the singular number only, or the plural number only, or
Page 85
79
with reference to persons importing males only, yet these presents, or such supplementary deed, and the provisions thereof, shall be held and construed to in- clude several persons, as well as one person, and the converse, and females as well as males, and bodies corporate as well as individuals, unless it be other- wise specially provided for, or there be something in the subject or context repugnant to such construction.
No. 83.
The Directors for the time being shall, if they shall Directors may deem it expedient, cause these presents, and any future, enrol Deed. or supplementary deed or deeds of settlement of the I Company, to be enrolled in the High Court of Chan- cery, and the same Deeds shall be deposited at the Banking House, in Huddersfield, in such place and and custody, as the Directors shall think fit, and shall at any time on the request, and at the proper costs and charges of the parties thereto respectively, or any of them, or of any other persons, if the Directors shall think fit, be produced on any trial or trials, hearing or hearings in any court of law, or equity, or other- wise, a8 Occasion may require.
No. 84.
If at any General Meeting of the Proprietors, whe- Charter or act of . . . parliament may ther annual or special, it shall appear to be desirable, be applied for. and shall be determined that the Company shall be incorporated, or that their power shall be extended in such manner, or that they shall obtain such privi- leges, as cannot be effected by the acts of the indivi- duals constituting the Company, or the major part in
number of them, the Directors shall, pursuant to the
Page 86
Covenant by Proprietors with Trustees to perform the sti- pulations and provisions of the Deed.
80
resolution of such Meeting forthwith apply for and solicit, and if possible, procure a charter or charters of incorporation, under the great seal, or an act or acts of parliament as they may deem expedient, and on obtaining such act or charter, shall and may sub- mit the Proprietors to such individual liabilities, as to their persons and properties, as may be imposed upon them, by way of conditions, for obtaining the same charter or act, and shall and may comply with any other conditions or restrictions, which either parlia- ment, or government, may think fit to impose, not- withstanding the same may be inconsistent, and at varience with any of the existing rules and regula- tions of the Company, and shall and may pay and defray the costs and expenses of and incident to such application, for and as the case may be of procuring such charter or act, charters or acts, out of the funds of the Company. I
No. 835.
And each of them the said several persons, parties hereto of the first and second parts, doth hereby for himself and herself respectively, and his and her res- pective heirs, executors, and administrators, and as to and concerning only the acts, deeds, and defaults of himself or herself, and his or her heirs, executors, and administrators, COVENANT declare and agree, with and to the said Richard Wheatley, Samuel Wood Haigh, and Edward Ledgard, their executors and administrators, in trust fer the persons who for the time being, shall be entitled to the benefit of the provisions, regulations, and agreements hereinbefore contained, and the rules and regulations for the being
Page 87
81
of this Association, and in the shares, proportions, and manner, in which they respectively shall be entitled to the benefit of the same provisions, rules, regulations, and agreements, that he or she (the covenantor) while the Proprietor of any sharesorigin- ally, or newly acquired in the said Capital, and his or her heirs, executors, and administrators shall and will, in respect of such shares (being and remaining part of the assets of the covenantor) observe, perform, fulfil, and keep all the covenants, articles, clauses, and stipulations (including additions, alterations, varia- tions, and modifications to be made in pursuance of the provisions hereinbefore contained) which are or ought to observed, performed, fulfilled, and kept by him or her the covenantor, or his or her heirs, execu- tors, and administrators respectively, in respect of or in relation to such shares respectively so for the time being, remaining part of his or her assets, and ac- cording to the true intent and meaning of the same covenants, articles, stipulations, and agreements res- pectively ; and that the covenantor will perform all the duties of a Director, Auditor, Public Officer, or Trus- tee from time to time, when and as often and so long as, he shall be appointed and be a Director, Auditor, Public Officer, or Trustee of the said Company, ac- cording to the directions, stipulations, and agreements contained in these presents, and the damages and costs which may be recovered from time to time under this covenant, shall be paid-over to the Directors for the time being, to be applied by them, as part of the assets of the said Company, and to be paid over by them for the benefit of the persons (if any) individu- ally entitled to the same damages and costs, and in
Page 88
Power of Attor- ney to the Man- ager to execute Daplicate of this Deed.
82
the proportion in which they shall be so entitled, and if no persons shall be entitled individually, then such damages shall be added to the Capital in increase thereof.
No. 86.
And inasmuch as it may be necessary to trausmit these presents, to various places, for execu- tion by Proprietors, or for other purposes—and in order to guard against the consequences of loss or destruction of these presents, it may be deemed ex- pedient that two parts thereof, duplicates of each other, should be prepared and executed, and inasmuch as many of the persons, who shall execute one part of these presents, may not execute the other part, it has also been thought expedient, in order to preserve en- tire conformity between the two parts of this deed, to empower some one, as the Attorney of the party, who shall have executed only one part thereof, to sign, seal, and deliver, the other part in the name of the party, whose personal signature and execution shall not appear to both parts. Now THIS INDENTURE ALSO WITNESSETH, that for effeetuating the purposes last aforesaid, each and every of the said parties hereto of the first and second parts, whose personal signatures shall not be subscribed to both parts of this deed of settlement, and who shall not have executed both such parts, doth hereby make,
ordain, constitute, and appoint the said Joun WILSoN
(party hereto) of the first part, who is the first and - present chief Manager of the Company, and also such other person as shall for the time being be the chief Acting Manager of the Company, the LAWFUL ATTOR-
Page 89
83
NEY of him or her the Proprietor, or other person who as a party to these presents of the first and second parts, shall have executed one part of this deed, and in the name, and as the act and deed of the same Pro- prietor or other person to sign, seal, deliver, and execute the duplicate or counterpart of this present deed of settlement. He or she the constituent hereby declaring that every duplicate or counterpart of this Deed so executed by his or her said Attorney as aforesaid, shall be of the like force and effect as if executed by him or her the same constituent—and hereby agreeing to ratify and confirm all and whatso- ever such Attorney shall lawfully do in the premises by virtue of this present power. In witness whereof the said parties to these presents have hereunto set their hands and seals the day and year first herein- before written.
Signed, Sealed, &c.
The Schedule referred to by the above written Indenture, which contains the names and residences of the Proprietors.
Page 91
ABSTRACT OF THE ACT 7 Geo 4th, Chap. 46, For the better regulating Copartnerships of cer- tain Bankers in England, §c. 26th May, 1826.
SECTION 1.—Recites the Act of 39 and 40, Geo. 3rd. by which certain exclusive privileges were granted to the Bank of England,and Partnershipsin Banking,exceeding the number of six persons prohibited.—And also recites that the Bank of England had consented to relinquish so much of their exclusive privilege as prohibits the formation of partnerships in Banking, exceeding such number, and makes it lawful for any bodies politic or corporate, erected for the purpose of Banking, or for any persons united in Covenants or Copartnership, although consisting of more than six in number to carry on the business of Bankers in England, in like manner as Copartnerships, consisting of not more than six, and to make and issue their bills or notes at any place in England exceeding sixty-five miles from London, payable on demand or otherwise, at some place or places, specified upon such bills or notes exceeding such distance, and not elsewhere—provided they shall not have any establishment as Bankers in London, ot at any place not exceeding sixty-five miles therefrom, and that every member of such Copartnership shall be liable to the payment of all bills and notes issued, and all the debts thereof, which should be issued or become payable whilst he continued a member. 2.—Copartnerships formed under the provisions of the act, restrained from issuing or re-issuing in London or at any place not exceeding sixty-five miles there- from, any bill or note payable to bearer on demand, or any Bank post bill, and from drawing upon any
Page 92
86
partner or agent, or other person resident within that distance, any bill of exchange, payable on demand, or which shall be for a less sum than fifty pounds, but such Company may draw on London any bills amounting to fifty pounds or upwards—payable there or elsewhere at any period after date or sight. 3.—Such Companies nut to borrow, owe, or take up in London or at any place not exceeding such dis- tance, any sum or any bill or promissory note of such Copartnership, payable on demand, or at any less time than six months from the borrowing thereof, nor make or issue any bill of exchange or promissory note contrary to provisions of the said recited act, save as provided by this act.—But such Company may discount in London or elsewhere any bills not drawn by or upon such Companies. 4.—Such Companies before issuing any bills or notes, to make return to the Stamp Office, in the form pre- scribed by the act, stating the names, title, or firm of the Company, of the names and places of abode of all the partners concerned, as the same shall ap- pear on the books of the Company, and the name or firm of every Bank to be established by such Com- pany. Also the names and places of abode of two or more persons being members, resident in England, who shall have been appointed public officers of such Company, together with the title of office, or other description of every such public officer respectively, in the name of any one of whom the Company shall sue and be sued as after provided.—Also the name of every town and place where their bills shall be issued; such return to be filed at the Stamp Office, and the registry may be inspected hy any person on payment of Is. for every search.
Page 93
87
5.—Such return shall be made out by the Secretary or other person being one of the public officers appointed as aforesaid, to be verified on oath before a Justice of the Peace, and such return shall between the 28th February and 25th March, in every year, after the Company shall be formed be in like manner delivered by such Secretary or other public officer, to be filed and kept as aforesaid. 6.—That a certified copy of such return by one or more of the Commissioners of Stamps, upon proof of hand-writing, shall in all proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as proof of the appointment and authority of the public officers named in such return, and also of the fact that all persons therein named as members, were members of the Company at the date thereof. 7.—Commissioners of Stamps to deliver a certified copy of sach return to any person applying for the same on payment of 10s. 8.—Secretary or other officer shall from time to time as occasion renders it necessary, make out upon oath in manner aforesaid, a further return in the form pre- scribed, the name of any new or additional public officers—also the names of any persons who shall have ceased to be members—also of any persons who shall have become members in addition to, or in the place of any former member, and the names of any new or additional towns or places where the Company’s bills are intended to be issued or made payable, such returns to be filed and kept in like manner as the original return. 9.—All actions and suits, all petitions to found any commission in bankruptcy, and all proceedings at law, or under any bankruptcy, and all other pro-
Page 94
88
ceedings at law or in equity, to be commenced against any persons whether members of the Com- pany or otherwise—and all actions, suits, and pro- ceedings against the Company, to be brought by or against one of the public officers as nominal plaintiff or nominal defendant—and also all indictments by such Company, for stealing or embezzlement, or for any fraud, forgery, crime, or offence, committed against the company, shall and may be preferred in the name of one of the public officers nominated as aforesaid for the time being. That in all indictments the property, &c. may be laid as the property of the public officer, and not necessary to state the names of all the members. Death or resignation of public officer not to abate proceedings, &c. but same may be continued in the name of any other public officer. 10—No person having any claim on the Company shall bring more than one action or suit in respect thereof. 1}.—All decrees, &c. of any court of equity, against any public officer, shall have effect against the property of the Company, and against the persons and property of every or any of the members. 12.—All judgments and decrees at law, or in equity, against any public officer, shall have effect and opera- tion against the property of the Company, and against the property of every member thereof. The bankruptcy or insolvency of such officer, not to be censtrued as a bankruptcy, &c. of the Company, and that notwithstanding such bankruptcy, &c. the effects of the partnership and of every member thereof, shall be attached and liable to the lawful claims of creditors of such Company. 31,—That execution on any judgment obtained against
Page 95
89
any public officer, whether as plaintiff or defendant, may be issued against any member, and if it should prove ineffectual, execution may be issued against any person a member at the time of the contract, &c. or who may have become a member before such con- tract executed, or was member at the time judgment obtained. But such last mentioned execution not to be issued without leave of court, after notice to the person sought to be charged, nor after three years after such person shall have ceased to be a member. 14.—The public officers to be indemnified out of the funds of the Company, if sufficient, or by contribution from the other members, in case of failure from all loss, damages, costs, and charges incurred in any suit or action. 15-—The Governor and Company of the Bank of England may empower agents to carry on the trade or business of Banking, at any place in England. But notes issued at such place to be made payable in coin there, as well as in London. _ 16 —Companies trading under the authority of this act, empowered to issueand re-issue, payable to bearer on demand, without being stamped on giving bond to the King, conditioned to deliver to the commissioners of stamps, within fourteen days after 5th January, Sth April, Sth July, and 10th October in each year, an account verified on oath of the amount or value of all promissory notes in circulation, on some given day in every week, for the space of one quarter of a year, prior to the quarter day immediately preceding the delivery of such account, together with the aver. age amount or value thereof, according to such account, and to pay as a composition for duty the
Page 96
90
sum of 7s. for every £100. and also for the fractional part of £100. of such average amount. 17.—No Company shall be obliged to take out more than four licences in all, in case of issuing notes at more than four places. Distinct licences to be taken out for three places, all the rest to be included in the fourth. 18.—Company neglecting to make return as before directed, or to renew the same yearly, to forfeit £500. per week, and Secretary or other officer making a false return, Company to forfeit £500.—Secretary or other &c. forfeit £100. And Secretary or officer making false oath to be liable to pains and penalties of persons convicted of perjury. 19.—Company issuing or reissuing any bills or notes in London, or within sixty-five miles or drawing on any person in London, or within the said distance, any bill paya!.le on demand for less than £50. or shall borrow or take up in London, or within such distance, any sum of money on any bill or note, at less than six months from the borrowing thereof, or shall issue any bills contrary to the provision of the said recited act, save as provided for by this act, to forfeit for every such offence £50. 20.—Proviso for preserving the rights, &c. of the Governor and Company of the Bank of England, ex- cept in so far as such exclusive privilege is by this act specially altered or varied. 21.—Penalties imposed by this act, may be sued for and recovered in the same manner as Penalties incurred under any of the stamp acts.
LANCASHIRE, PRINTER, HUDDERSFIELD.
gs 3333