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.

Actions
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)
Agencies
Establishment of, one of the objects of Company	5
Power to establish	6
Allotment
Of one-half of Shares Vested in President, how to be made	8
Arbitration
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
Auditors
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
Ballot
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
Bankruptcy
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
Bye-laws
Power to Directors to make	58
To be confirmed at Half-yearly Meeting	58
Calls
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
Capital
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)
Certificates
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)
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
Company
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
Covenant
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
Directors
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
Directors
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
Dissolution
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
Dividends
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
Executor
To be entitled to become Proprietor	32,33
Evidence
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
Forfeiture
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
Land
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
Legatee
As such cannot be Proprietor	32
Legal Proceedings
Service of	115
Printed copies of Deed, evidence in	116
Liability
Limitation of Proprietors'	12
Liens
On wool	65
Losses
Agreement to pay calls to meet	12
Lunatics
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—
General
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
Half-yearly
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
Minutes
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
Mortgage
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
Notice
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
Partnership
Not to be pleaded	114
Not to be dissolved by death, bankruptcy, felony, &c.	126
Penalty
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
President
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
Process
Service of, on the Company	115page vii
Proprietors
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
Proxy
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
Regulations
General meeting may make new and amend existing	84
Confirmation of such by Proprietors	43
Defective votes at meeting making or altering	84
Reports
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
Shares
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
Shares
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
Secrecy
Obligation of, by Officers, &c	111
Secretary
Appointment of	71
To give notice of Half-yearly Meetings	77
Survivorship
No benefit of in Shares	19
Transfer (see Assignment)
Transmission
Title by how to be proved	34, 35
Trustees
Indemnity to	119
Responsible for their own acts only	120
Trusts
Company not bound by	31
No Legatee to be noticed but Executor only	32
Votes
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
Will
Proof of Transmission by	85
Wool Liens	65

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