for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company in computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company. Unless otherwise provided, every member has one vote. A copy of any special resolution must be forwarded to the registrar. The Board of Trade may appoint inspectors to examine the affairs of the company : (1.) In the case of a banking company that has a capital divided into shares, upon the application of members holding not less than one-third part of the whole shares of the company for the time being issued. (2.) In the case of any other company that has a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued. (3.) In the case of any company not having a capital divided into shares upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered on the register of the company as members. The result of the examination must be laid in a report to the Board of Trade. The company also may appoint inspectors for the same purpose. ― (1.) Whenever the company has passed a special resolution requiring the company to be wound up by the court. (2.) Whenever the company does not commence its business within a year from its incorporation, or suspends its business for the space of a whole year. (3.) Whenever the members are reduced in number to less than seven. (4.) Whenever the company is unable to pay its debts. (5.) Whenever the court is of opinion that it is just and equitable that the company should be wound up. A company under this Act shall be deemed to be unable to pay its debts (1.) Whenever a creditor, by assignment or otherwise, to whom the company is indebted, at law or in equity, in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor. (2.) Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part. (3.) Whenever, in Scotland, the inducia of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made. (4.) Whenever it is proved to the satisfaction of the court that the company is unable to pay its debts. The court, then, has the power to stay all proceedings, to make calls, to appoint official liquidators, and to adjust the rights of contributories. A company may be wound up voluntarily : (1.) Whenever the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily. (2.) Whenever the company has passed a special resolution requiring the company to be wound up voluntarily. (3.) Whenever the company has passed an extraordinary resolution to the effect that it has been proved to their satisfaction that the company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same. For the purposes of this Act any resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a special resolution, as herein-before defined. The following consequences ensue upon the voluntary winding-up of a company : (1.) The property of the company shall be applied in satisfaction of its liabilities, pari passu, and, subject thereto, shall, unless it be otherwise provided by the regulations of the company, be distributed amongst the members according to their rights and interests in the company. (2.) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property. (3.) The company in general meeting shall appoint such persons or person as it thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or him. (4.) If one person only is appointed. all the provisions herein contained in reference to several liquidators shall apply to him. (5.) Upon the appointment of liquidators all the power of the directors shall cease, except in so far as the company in general meeting or the liquidators may sanction the continuance of such powers. (6.) When several liquidators are appointed, every power hereby given may be exercised by such one or more of them, as may be determined at the time of their appointment, or in default of such determination by any number not less than two. (7.) The liquidators may, without the sanction of the court, exercise all powers by this Act given to the official liquidator. (8) The liquidators may exercise the powers herein-before given to the court of settling the list of contributories of the company, and any list so settled shall be primâ facie evidence of the liability of the persons named therein to be contributories. (9.) The liquidators may at any time after the passing of the resolution for winding up the company, and before they have ascertained the sufficiency of the assets of the company, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts, and liabilities of the company and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contributories, amongst themselves, and the liquidators may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same. (10.) The liquidators shall pay the debts of the company, and adjust the rights of the contributories amongst themselves. A company may also be wound up subject to the supervision of the court in which case the court may appoint additional liquidators. CLAUSE 165.-Where, in the course of the winding-up of any company under this Act, it appears that any past or present director, manager, or officer of such company has misapplied or retained in his own hands, or become liable or accountable for any moneys of the company, or been guilty of any misfeasance or breach of trust in relation to the company, the court may, on the application of the liquidators, or of any creditor or contributory of the company, notwithstanding that the offence is one for which the offender is criminally responsible, examine into the conduct of such director, manager, or other officer, and compel him to repay any moneys so misapplied or retained, or for which he has become liable or accountable, together with interest, after such rate as the court thinks just, or to contribute such sums or money to the assets of the company, by way of compensation in respect of such misapplication, retainer, misfeasance, or breach of trust, as the court thinks just. CLAUSE 166.—If any director, officer, or contributory of any company wound up under this Act destroys, mutilates, alters, or falsifies any books, papers, writings, or securities, of makes or is privy to the making of any false or fraudulent entry in any register, book of account, or other document belonging to the company, with intent to defraud or deceive any person, every person so offending shall be deemed to be guilty of a misdemeanor, and upon being convicted shall be liable to imprisonment for any term not exceeding two years, with or without hard labour. GREAT BRITAIN. COAL MINES. CAP. LXXIX.-An Act to amend the Law relating to Coal Mines. (7th August, 1862.) No mine to be worked unless there are in communication with every seam of such mine, at least, two shafts or outlets, separated by natural strata of not less than ten feet in breadth. If owner objects to comply with this obligation a reference shall be made to arbitration. ENGLAND. CAP. LIII.-An Act to facilitate the proof of Title to, and the Conveyance of, Real Estates. (29th July, 1862.) The act applies to England only. It establishes a registry of the title to landed estates, confined to estates of freehold tenure and leasehold estates in freehold land. Applications may be made by the owners of the feesimple, persons who have the power of appointing the fee-simple, trustees for sale, owner of the first estate, any purchaser, any person authorized by the Court of Chancery. On application, the title is examined, and no title is accepted unless it be a valid marketable title. If found to be so, the judge to make a declaration of the validity of title. The applicant must exhibit an accurate description of the land. Statement of the persons entitled, and of mortgages, charges. Cause may be shown against registration, and registrar may either decide on the objection or refer the same to the judge. If there be no objection, complete registration may be granted. The registrar to keep a register of estates, with an indefeasible title to contain a descriptive map or plan, and he will have a "record of title to lands on the registry," with a register of the estates, powers, and interests, in the land; and also a register of mortgages and incumbrances. These books may be inspected. Exceptions may be entered on the record of titles. Persons described in this record of title to be deemed to be possessed of and entitled to the estates. The registrar may refuse registration. Application for registration may also be made by any person without an indefeasible title. Leasehold estates may be registered. Land taxes, tithe rents, payable to the crown, public rights of way, liability for highway repairs, water courses, &c., not to be deemed charges. Lands may be registered as one estate, or as a separate estate. Notice of registration of land to be given by the registrar to interested persons. Every estate of interest, the trust, mortgage, lieu, charge, right to be entered in record of title after registration. Caveat may be lodged with registrar to the effect that cautioner is entitled to notice. After caveat no registration to be made of lands till ten days after notice. Application may be made to the Court of Chancery to direct registration of title. Sales of land may be made by the court with an indefeasable title, and the court shall provide for examination of title before making the order for sale. All registered land may be conveyed-1st, by a statutory disposition; 2nd, by endorsement on the land certificate; 3rd, by deposit of the land certificate; 4th, by any deed, will, judgment, decree, or instrument, by which such land might now be conveyed; but no equitable mortgage, or lieu, on registered land to be created by a deposit of title-deeds. The parties must attend at the office to complete the transaction, and the registrar will deliver a land certificate, the same to be evidence. The land described in such certificate may be conveyed or charged by endorsement. Notice of any instrument or transfer must be sent to the registrar, and every transaction to be thereafter registered in it. Transfer of land may be restricted to certain cases. Registrar and other officers to be appointed, and power granted, to collect fees, &c. DECLARATION OF TITLE. CAP. LXVII.—An Act for obtaining a Declaration of Title. (29th July 1862.) Parties claiming to be entitled to land may petition Court of Chancery for declaration of title. CONFIRMATION OF SALES. CAP. CVIII.-An Act to confirm certain Sales, Exchanges, Partitions, and Enfranchisements by Trustees and others. (7th August, 1862.) IRELAND. TRANSFER OF STOCK AND ANNUITIES. CAP. XXI.-An Act to amend the Law relating to the Transfer of Stock and Annuities transferable at the Bank of Ireland. (16th May, 1864.) Section 1 of 24 and 25 Vict. c. 35 repealed and other provisions, as to the time of closing the books for the transfer of stocks, &c., at the Bank of Ireland prior to the payments of divdends made. LANDED PROPERTY IMPROVEMENT. CAP. XXIX.-An Act to amend and enlarge the Acts for the Improvement of Landed Property in Ireland. (30th June, 1862.) Commissioners of public works to make additional loans for any sum not exceeding 30007, to any one owner in addition to the sum already advanced. SAVINGS BANKS. CAP. LXXV.-An Act to revive and continue an Act for amending the Laws relative to Savings Banks in Ireland. (7th August, 1862.) SCOTLAND. MOVEABLE PROPERTY. CAP. LXXXV.-An Act to facilitate the transmission of Moveable Property in Scotland. (7th August, 1862.) A personal bond or conveyance of moveable estate may be assigned. An assignation shall be validly intimated by a notary public, by the holder of such assignation, or a certificate of such notary, or a written acknowledgment by such a person, to be sufficient evidence of such intimation having been duly made. SALMON FISHERIES. CAP. XCVII.-An Act to regulate and amend the Law respecting the Salmon Fisheries of Scotland. (7th August, 1862.) Each river and estuary, and the seacoasts adjoining, to be a district. Three commissioners to be appointed to be paid at a rate not exceeding three pounds per day, to fix the natural bound of each river and district, to make general regulations, &c. The annual close time to continue 168 days, and the weekly close time from Saturday night at six o'clock to Monday morning at six. Penalties were established for offences. The commissioners to make bye-laws and reports. SLAVE TRADE. Correspondence with the British Commissioners at Sierra Leone, Havana, the Cape of Good Hope, and Loanda, and Report from British Vice-Admiralty Courts, and from British Naval Officers, relating to the Slave Trade from January 1 to December 31, 1861. Class A. From Sierra Leone her Majesty's judge of Sierra Leone reported, on the 31st December, 1860, that no slaves had been emancipated, and none have been registered during the half-year ended that day, and that no case came before the mixed courts. Only three vessels had been captured on suspicion of being engaged in the slave trade. The same report was made on the 30th June, 1861. But, on the 30th September, her Majesty's judge reported that one case had been adjudicated. During the year 7 vessels had been condemned. The total number of cases adjudicated by the mixed courts up to that date was 533, and the number of slaves registered 56,935. From Havana, her Majesty's commissary judge reported, on the 5th February, 1861, that the slave trade continued to be carried on upon the most extensive scale: The vessels employed in carrying on the slave trade have mostly been American-built ships well known for their sailing qualities being, of course, preferred, and these were sought after and purchased here and elsewhere, their fittings and Spanish crews were put on board here and at the outports, or neighbouring cays, whence they produced on their voyage to Africa; but, since the year 1858, when there was such outcry about our cruizers in these waters boarding American ships, the traffic has been almost exclusively carried on by vessels under that flag, which fit out and sail from the United States, and such has been the effect of the impunity enjoyed by the slave-traders, that the American masters and crews no longer hesitate to continue on board, and have brought all their energies and cunning into operation to avoid their own Government cruizers, as well on the coast of Africa as in the waters of Cuba, from the last mentioned of which all her Majesty's vessels of war have been withdrawn for the last two years. The number of Spanish ships has consequently become small that are engaged in the traffic. Under the flags of other nations there are slavers now and then, such nationality being assumed for the purpose of evading her Majesty's and the United States' cruisers. The difficulty the slaves have to contend with is, their capture on the coast of Africa. There is, I believe, no instance of a slaver escaping with her cargoe from thence, being unable to effect a landing here. Some few, it is true, have been fallen in with, and captured by Spanish ships of war; but, with these exceptions, they have always been able to bribe the local authorities; and, although the head or blood-money which it costs them to land their slaves, is an enormous tax, the price obtained for Bozals has been such, for some time past, as is highly remunerative. Lucumis have averaged 1200 dollars each at the place of landing, so there is a large margin for the adventurer wherewith to meet the expenses, which I thus estimate: Cost of vessel and provisions, 25,000 dols.; cost of 500 negroes at 50 dols., 25,000 dols.; 10 per cent. mortality, 2500 dols.; wages and gratifications to master and crew, 30,000 dols. ; blood-money for landing 450 slaves, at 120 dols. each, 54,000 dols.: one year's interest till paid, |