Full text: Secretarial practice

STATUTORY COMPANIES 299 
borrowed largely from the law already existing and applicable 
to statutory companies, yet in many other cases the diver- 
gence is equally strongly marked (see e.g. s. 18 of the Act of 
1845, as to transmission, referred to on pp. 302, 303). For this 
reason very great care is necessary in seeking to apply to 
statutory companies decisions of the Courts given in regard 
to companies under the Companies Acts. They may or may 
not be applicable, according as the wording of one section, or 
of an article, sufficiently resembles or materially differs 
from the wording of another section. Very many of the 
decisions are in point and of value; others are irrelevant and 
useless, and misleading to the secretary of a statutory 
company. 
In considering in any particular case the provisions of the 
Companies Clauses Acts, the special Act must always be 
consulted, as the application of some of the clauses in the 
general Acts is often excluded or limited. 
In regard to the holding of general meetings, only such 
business shall be transacted at an ordinary meeting as the 
1845 Act or the Company’s Special Act appoints, unless 
special notice has been given in the advertisement con- 
vening it. Every general meeting of shareholders, other 
than an ordinary meeting, is an extraordinary meeting 
(s. 68 of the 1845 Act). Fourteen clear days’ notice must 
be given of all meetings, and the quorum is, if not prescribed, 
an aggregate holding of not less than one-twentieth of the 
capital, and being in number not less than twenty members or 
one member for every £500 of such required proportion of 
capital, whichever be the smaller figure [s. 72]. When the 
shareholder is a body corporate a voting proxy may be any 
member of the body, though not personally a shareholder in 
the company [s. 2 of the Companies Clauses Consolidation 
Act, 1888 as amended by the Companies Clauses Consolidation 
Act, 1889]. 
It would appear that in the case of a statutory company, Proxies. 
having regard to para. 62 of the standing orders of Parliament, 
all blanks in the form of proxy for use at general meetings, or 
at any rate the name of the proxy, must be inserted by the 
shareholder, and that neither the company nor its secretary 
has implied authority to fill in any blanks. 
Statutory companies are not required to use the word 
Limited’ as part of their name, nor are they registered. 
A point of considerable interest to the secretary of a 
statutory company is that unless otherwise provided in the 
special Act, his remuneration is fixed by a general meeting 
of the company [s. g1 of the Act of 1845). 
General 
Meetings.
	        
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