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The Pamphlet Collection of Sir Robert Stout: Volume 88

Index to the Deed of Settlement

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Index to the Deed of Settlement.

Service of Process in 115
To be commenced and defended by Directors 113
Partnership not to be pleaded 114
No objection to be taken on the ground of nonjoinder 114
Admission in 114
Printed copies of Deeds, Evidence in 116
Adjournment of General Meetings for insufficient attendance 92
To be notified to Proprietors 93
Administrator (see Executor)
Establishment of, one of the objects of Company 5
Power to establish 6
Of one-half of Shares Vested in President, how to be made 8
Directors may refer to 113
Assignment of Shares
How made 20
Of new Shares 16
Of forfeited Shares 17
Of Shares in excess of number allowed to be held by one Proprietor, when to be made 23
Transfer or Deed to be kept at Company's Office 30
Effect of Refusal of Company to sanction Transfer of Shares held in trust 31
First election of 41
Term of office of first 96
To declare acceptance of office 49
Retiring to continue until acceptance by new, but not beyond next Half-yearly General Meeting 49
Not accepting office, appointment to lapse 49
Directors to give notice of lapse 49
Reports of, to be printed and circulated 94
Appointment of, generally 97
Powers of 98
Qualification of 99
Vacancy in office of 100
Remuneration to 101
Half-yearly Audit and Balance Sheet 102
Special may be appointed by General Meeting 104
Bound to Secrecy 111
Proprietor entitled to demand a 86
Balance Sheet
To be prepared half-yearly, and submitted to Auditors 102
To be brought before Half-yearly Meeting 102
Half-yearly to be printed and circulated 94
Banking Business
What comprehended under term 5
Bank Notes
Form and amount of, to be determined by Directors 61page ii
Directors may take proceedings in, against Debtors 113
Of Proprietors not to dissolve partnership 126
Company may take benefit of Acts relating to 128
Bankrupt Proprietors
Who entitled to be registered Proprietor of Shares of 33
When Shares of may be sold by Directors 33
Transmission of Shares of, how proved 34, 35
Bonus (see Reserve Fund)
Books of the Company
As between Proprietors, to be conclusive evidence 30
To be kept at the Banking House 67
Branch Banks
Power to establish 6, 60
Appointment of Managers and Local Directors 73
Managers of to give security 74
Remuneration to Local Directors and Managers of 75
Removal of Local Directors and Managers of 76
Branch Managers
To be appointed by Board 73
To give security 74
Remuneration to 75
Removal of 76
Business of Company
Places of Business 6
When may be commenced 7
Power to Directors to make 58
To be confirmed at Half-yearly Meeting 58
Agreement to pay 9
How to be made 10
Interest upon and recovery of 11
Agreement to pay to meet losses 12
If not paid, Shares forfeited 13
In cases of Emergency 12, 124
Limit to 12, 124
Directors may enforce payment of 13, 124
Directors may sell Shares to pay 13, 124
If unpaid, Shares not to be transferred 21
May be enforced, although Deed not executed 24
To be paid before Proprietor allowed to attend or vote at Meetings 26
Or receive dividends 26
No dividends if, in arrear 110
Amount of, and how divided 7
To be personalty 19
Power to increase 14
Number of Proprietors required for that purpose 14
May be diminished and returned and again re-called 125
Cashier (see Offices of Company)
Of Proprietorship to be given by Directors 36
Cestui que Trust
As such cannot be Proprietor 32
Chairman (see President)
Clerks (see Offices of Company)
Style of 1
Management of reposed in Directors 3
Objects of 5
Places of business of 6
Capital of 7
Lien of on Shares, dividends, and interest 22
May enforce payment of Calls although Deed not executed 24
Not bound by trusts 31page iii
Books of, evidence in matters in dispute 36
To reimburse Proprietors for damages, &c 117
Dissolution of by resolution 121
Number of Proprietors required for that purpose 121
Power of retained, notwithstanding dissolution 122
Capital may be reduced and returned 125
Not to be dissolved, except under Deed 126
Affairs of, when to be wound up 127
May take benefit of Bankrupt or Insolvent Acts 128
General and mutual 1
To observe Articles, &c. 2
By individual parties to indemnify Company 3
Criminal Prosecutions
To be undertaken by Directors 113
Deed of Settlement
Provisions of, contrary to Act of Parliament to be suspended 4
No Proprietorship till executed 24
Execution of, not to confer rights if deposit and calls in arrear 25
Transferree of Shares to execute 27
Until executed by Transferree, Transferror deemed Proprietor 27
No dividend to be paid to Proprietors who have not executed 110
Partnership created by, not to be pleaded in bar 114
To be produced on trials 114
Directors, Local
Appointment and powers of 73
Remuneration to 75
Removal of 76
Whole management of business reposed in 3
To apply to General Assembly for an Act to incorporate Company 4
To comply with provisions of such Act, or any other Act 4
May establish Branches and Agencies 6
Power to make calls 10
Power to make calls in cases of emergency 12, 124
May discharge forfeiture of shares 13
May sell shares of defaulters 13
May enforce payment of calls 13
Effect of refusal of, to sanction transfer of Shares held in trust 31
When may sell Shares of female, dead, lunatic, or bankrupt Proprietor 33
Constitution and general powers of 37
Qualification and disqualification of 38
Removal of disqualified 39
Provisional Directors, appointment and powers of 40
First election of 42
Retirement of 43
Resignation or removal of 43
Casual vacancy 44
Notice by candidates for office of Directors 45
Names of candidates for office to be published 45
Mode of election of 46
Equality of votes on election of 47
Defects in election of 48
To declare acceptance of office 49
Not accepting, appointment to lapse 49
Retiring, to continue in office until acceptance of office by new, but not beyond next Half-yearly General Meeting 49
To give notice of lapse 49
Unqualified or disqualified person acting as 50
Shares of liable for penalty 50
Resolutions of may be rescinded 53
Votes of majority of to decide questions 54
Chairman of to have a casting vote 55
Interested not to vote 56
Protest by two against discount, &c. 56
To keep Minutes of Proceedings 57
May make Bye-Laws 58page iv
General powers of 59
May establish branches 60
To regulate form of Bank-notes 61
May purchase or lease land for offices, and sell same 62
May take land, &c., in payment of debts 63
May take land, &c., as security for debts 64
May take liens and mortgages 65
May purchase business and property of any other Bank 66
To cause Books of Account to be kept 67
May negotiate securities 68
May delegate powers 69, 71
To elect President 70
To appoint officers, clerks, &c. 71
To appoint Branch Managers and Local Directors 73
To convene Special Meetings 79-81
To make half-yearly balance 102
To make half-yearly report 105
Half-yearly report and balance-sheet of, to be printed and circulated 94
To deduct bad and doubtful debts from half-year's gross profits 103
To recommend appropriation of profits 105
To recommend declaration of bonus 106
Obligation of secrecy 111
To commence and defend actions 113
To compromise or refer to arbitration 113
To compound, give time, &c. 113
To prosecute criminally 113
Indemnity to 119
Responsible for their own acts 120
May recommend dissolution of Company 121
Powers of, to continue in force till Company wound up 122
In case of losses to submit statement to Special General Meeting 123
May take benefit of Insolvent or Bankrupt Acts for Company 128
Of Company by resolution 121
Of Company in case of losses 123
Company not to be dissolved except under Deed 126
Affairs, when to be wound up 127
Company's lien on 22
On shares in excess of number allowed to be held by one Proprietor 23
Defaulting Proprietor not entitled to 26
Of female Proprietor marrying, or of deceased, lunatic, or bankrupt Proprietor 33
Unclaimed 108
When to be payable 109
On Shares, if calls in arrear 110
On Shares of Proprietors who have not executed Deed 110
No interest to be paid on 110
On forfeited Shares 110
To be entitled to become Proprietor 32,33
Books of Company, in all matters of dispute 36
Minutes of Meeting of Directors 57
Testimony of Secretary, &c., of service of notices 83
Minutes of proceedings of General Meetings to be 95
Deed to be produced in 114
Printed copy of Deed made 116
Of Shares 13, 17, 22
Power to discharge 13, 17, 27
Of Shares in excess of number allowed to be hold by one Proprietor 23
Dividends on forfeited Shares 110
If Proprietor pleads partnership 114
Indemnity to Officers 119
Insolvent (sec Bankrupt Proprietor) 119
Insolvency (see Bankruptcy)
Interpretation Clause 129page v
Power to purchase, or lease, and sell 62
May be taken in satisfaction of, and to secure debts 63,64
Mortgages of may be taken by the Company 65
Laws and Regulations
General Meeting of Proprietors may make new, and amend existing 84
Confirmation of such by Proprietors 84
Defective votes at meeting making or altering 85
As such cannot be Proprietor 32
Legal Proceedings
Service of 115
Printed copies of Deed, evidence in 116
Limitation of Proprietors' 12
On wool 65
Agreement to pay calls to meet 12
Committee, or Guardians of, claiming Shares or Dividends 33, 34, 35
Meetings of Directors
Number necessary to form a quorum 37
Any Director can convene a Special Meeting 52
Resolutions passed at, may be rescinded, amended, or altered 53
Votes at 54
Chairman to have casting vote 54
Director interested not to vote at 55
Protest at against discount, &c. 56
Minutes of proceedings to be kept 57
General powers of 59
Meetings of Proprietors
May croate new Shares 14
May remove Director 43
May make new and alter existing laws and regulations 84
Defective votes at 85
Votes and voting at 86
Paid Officers not to vote at 89
Interested Proprietor not to vote at 91
Adjournment of for insufficient attendance 92, 88
Adjournment of to be notified to Proprietors 93
Minutes of to be kept 95
Time and place of holding 77
Notice of to be given 77
Notice of to be given Business of 78
Notice of business to be brought before by Proprietor to be given 78
Defective votes at 85
Chairman of 90
Votes of Chairman of 90
Report, balance sheet, and minutes of proceedings of to be printed and circulated 94
May direct further audit 104
May appoint special auditors to make further audit 104
Directors report at 105
When may declare bonus 106
May resolve on Dissolution of Company 121
May diminish Capital 125
Special General
Calling of, and when and where to be held 79
Proprietors holding 20,000 Shares may call 79
Twenty-one days' notice of to be given 80
In cases of emergency and urgency 81
Directors or Proprietors may give notice of by circular 82
Proof of service of circulars calling 83
Defective votes at 85page vi
Special General
Chairman of 90
Votes of Chairman of 90
To be held for first election of Directors and Auditors 41, 96
May resolve on winding up of Company 123
Of proceedings of Directors to be kept 57
May be corrected 57
Of proceedings of half-yearly General Meetings to be printed and circulated 95
Of proceedings of General Meetings to be kept 95
Of proceedings of General Meetings may be corrected 95
Of land, ships, merchandize may be taken as security tor debts 64
Description of property on which moneys may be advanced 65
Next of Kin
As such cannot be Proprietor 32
New Laws
Power of General Meeting to make 84
Attendance of Proprietors for that purpose 84
Of half-yearly General Meetings 77
Of adjournment of 78
Proprietor to give, of intention to bring business before half-yearly General Meeting 78
Of Special General Meetings 80
Of Special General Meetings in ease of emergency 81
By circulars 82
Proof of service of 83
To Company how to be served 115
Officers of Company
Appointment of 71
Defects in appointment of 48
To give security 72
Not to vote 89
Obligation of secrecy 111
Indemnity to 119
Responsibility of for wilful neglect 120
Not to be pleaded 114
Not to be dissolved by death, bankruptcy, felony, &c. 126
Disqualified Director acting liable to 50
Interested Director voting liable to 50
Remission of 55
Powers of Attorney
To be produced and left 35, 87
One-half of Shares vested in 8
Forfeited Shares vested in 15
To transfer or assign Shares 16, 17
Of Board of Directors to have casting vote 54
Election of 70
To preside at Meetings of Board 70
To continue in office till expiration of his term of office as Director 70
To preside at half-yearly General Meetings 90
Votes of 90
To have casting vote 90
Indemnity to 119
Responsible for his own acts 120
Profit and Loss
Bad and doubtful debts recovered to go to credit of 103
Premiums on sale, of new and proceeds of Forfeited Shares, unclaimed Dividends, and all damages recovered, when to be placed to Credit of 108
Balance of net profits after payment of dividends to go to credit of 109
Service of, on the Company 115page vii
Heirs, executors, and administrators of bound by Articles, &c. 2
Renunciation by and covenant to indemnify Company 3
Limitation of liability of 12
Rights and liabilities of 18
Rights and liability of new Shares 18
Debts of to give a lien on Shares 22
To hold limited number of Shares 23
If excess acquired by marriage or as executor or administrator 23
To execute Deed 24
Not allowed to attend or vote at meetings or to receive dividends until all calls paid 26
Of joint, one only to be recognised 28
When released from liability 29
Entitled to production of Deed or other instrument of transfer 30
Executor or administrator of deceased only to be recognised 32
Husband of female, executor or administrator of deceased, committee of lunatic, or trustee of bankrupt 33
Entitled to certificate of Shares 36
Removal of Directors by 43
May call special General Meetings 79
May give notice of same by circular letters 82
When interested not to vote 91
To pay individual debts to Company 112
Not to plead partnership to any action 114
To be reimbursed by Company 117
Remedy of if not reimbursed 118
Limitation of liability by 118
Provisional Directors
Appointment and powers of 40
Vote by 86
Must be a proprietor 86
Form of 87
To be delivered to Secretary twenty-four hours before meeting 87
Lapses after six months 87
Effect of 88
Not to be held by paid officers other than Directors, &c. 89
Of interested Proprietors 91
General meeting may make new and amend existing 84
Confirmation of such by Proprietors 43
Defective votes at meeting making or altering 84
Directors to make half-yearly 105
Half-yearly and other to be printed and circulated 94
Reserve Fund
How to be formed 106
Bad and doubtful debts to be charged upon, and if recovered to be credited to 103
When dividends and bonus may and may not be paid out of 106
Payments to, when to cease 107
Augmentation of 108
Division of Capital into 7
One-half only open for allotment at date of execution or Deed 8
Remaining vested in President in trust 8
Allotment of remainder, how to be made 10
Calls on, how to be made 13
Forfeited if calls not paid 22
Forfeited for non-payment of debts 27
Forfeiture of, may be discharged 27
Sale of, on non-payment of calls 114
Forfeiture for pleading partnership 14
Creation of new 15
New and forfeited, vested in President 108
Premiums on new and forfeited, to go to Reserve Fund 16
Assignment of new 17
Assignment of forfeited 17page viii
Sale of forfeited 17
Forfeited, may be withheld from sale 17
To be personalty Transferable 19
Fractional part of a Share cannot be transferred 20
Not to be transferred till calls paid 20
Debts of Proprietors to form a lien on 21
Sale of, for non-payment of debts 22
Limit of, to one Proprietor 22
Tansfer of, in excess of limit, inoperative 23
If excess acquired by marriage, or as executor or administrator 23
Excess forfeited, when 23
Transferee of, to sign Deed 23
Transferror deemed Proprietor until Transferree executes Deed 27
Forfeited, if Deed not executed 27
Joint Proprietors of, one only recognised 21
Transferror of, when released from liability 29
Deed or other instrument of Transfer to be kept at Company's Office 30
Of deceased Proprietor 32
Of female Proprietor marrying, Executor or Administrator, Committee of lunatic, or Trustee of bankrupt Proprietor 33
Transmission of, to be authenticated 34
Proof of transmission by marriage, will, intestacy, bankruptcy, or lunacy 35
Of disqualified Director acting liable for penalty 50
Of interested Director voting liable for penalty 55
No Dividend if Calls on in arrear 110
No Dividend on, of Proprietors who have not executed Deed 110
Dividends on forfeited 110
Obligation of, by Officers, &c 111
Appointment of 71
To give notice of Half-yearly Meetings 77
No benefit of in Shares 19
Transfer (see Assignment)
Title by how to be proved 34, 35
Indemnity to 119
Responsible for their own acts only 120
Company not bound by 31
No Legatee to be noticed but Executor only 32
In case of equality on election of Directors 47
Of joint Proprietors 28
Questions to be decided by majority of 54
Of minority in certain cases 56, 57
Of President at Meetings of Directors 54
Defective 85
Number and mode of voting 86
By Proxy 86, 87, 88
Of Chairman of Meetings 90
Of interested Proprietors 91
Of paid Officers other than Directors, &c 81
Winding up
Provisions relating to 121, 122, 123, 126, 127, 128
Proof of Transmission by 85
Wool Liens 65