The term "public road" means a public highway for carriages being repaired at the public expense, or at the expense of any turnpike or other public trust, or ratione tenure, and not being a street, including the footpaths of such public highway, and any bridge forming part thereof, and also any land by the side and forming part of such a public highway, but not including a railway or canal: The term "railway" includes any station, work, or building connected. with a railway: The term "canal" includes navigation or navigable river, and any dock, basin, towing-path, wharf, work, or building connected with a canal: The term "land" means land not being a street or public road, and not being land by the side and forming part of a public road, and includes land laid out for and proposed by the owner to be converted into a street or public road : The term "body" includes a body of trustees or commissioners, municipal corporation, grand jury, board, vestry, company, or society, whether incorporated or not; and any provision referring to a body applies to a person, as the case may require : The term "" person" includes corporation aggregate or sole: The term "justice" means justice of the peace acting for the place where the matter requiring the cognisance of any such justice arises: The term "two justices i means two or more justices met and acting 1 As amended by 56 Vict. c. 14. IV. Recovery of damages, costs, expenses, and penalties.-The provisions of the Railways Clauses Consolidation Act, 1845, with respect to the recovery of damages not specially provided for, and of penalties, and to the determination of any other matter referred to justices, and the provisions of the Railways Clauses Consolidation (Scotland) Act, 1845, with respect to the recovery of damages not specially provided for, and to the determination of any other matter referred to the sheriff, or to justices, shall, so far as the same are applicable, and save so far as the same are inconsistent with any express provision of this Act, be incorporated with this Act; and terms used in those provisions shall be interpreted as the same terms are directed to be interpreted in this Act. 1863. GENERAL POWERS OF COMPANY. VI. General description of works which a telegraph company may execute, subject to the restrictions of this Act.-Subject to the restrictions and provisions hereinafter contained, the company may execute works as follows: (1) They may place and maintain a telegraph under any street or public road, and may alter or remove the same: (2) They may place and maintain a telegraph over, along, or across any street or public road, and place and maintain posts in or upon any street or public road, and may alter or remove the same: (3) They may, for the purposes aforesaid, open or break up any street or public road, and alter the position thereunder of any pipe (not being a main) for the supply of water or gas: 26 & 27 VICT. Cap. 112. (4) They may place and maintain a telegraph and posts under, in, upon, over, along, or across any land or building, or any railway or canal, or any estuary or branch of the sea, or the shore or bed of any tidal water, and may alter or remove the same: Provided always, that the company shall not be deemed to acquire any right other than that of user only in the soil of any street or public road under, in, upon, over, along, or across which they place any work. RESTRICTIONS AS TO WORKS AFFECTING RAILWAYS AND CANALS. XXXII. For works affecting railways, canals, etc., consent of directors, etc., requisite. The company shall not place any work under, in, upon, over, along, or across any railway or canal, except with the consent of the proprietors or lessees, or of the directors or persons having the control thereof. But this provision shall not restrict the company from placing any work (subject and according to the other provisions of this Act) under, in, upon, over, along, or across any street or public road, although such street or public road may cross or be crossed by a railway or canal, so that such work do not damage the railway or canal, or interfere with the use, alteration, or improvement thereof. 26 & 27 VICT. Cap. 118. THE COMPANIES CLAUSES ACT, 1863.-26 & 27 VICT. CAP. 118. AN ACT FOR CONSOLIDATING IN ONE ACT CERTAIN PROVISIONS FREQUENTLY Preamble. Whereas The Companies Clauses Consolidation Act, 1845, and The Companies Clauses Consolidation (Scotland) Act, 1845, respectively, were passed in order to comprise in one general Act such provisions relating to the constitution and management of joint stock companies incorporated for the purpose of carrying on undertakings of a public nature in England or Ireland, or in Scotland, respectively, as were at the times of the passing of those Acts usually introduced into Acts of Parliament relating to such companies: And whereas sundry provisions of the like nature, but not comprised in the said general Acts respectively, are now frequently introduced into Acts of Parliament relating to such companies, and it is expedient to comprise such lastmentioned provisions also in one general Act, such Act to be applicable to England or Ireland, or to Scotland, as the case may require, and that as well for the purpose of avoiding the necessity of repeating such provisions in the Acts relating to such undertakings, as for ensuring greater uniformity in the provisions themselves.1 1 Following words omitted by 56 Vict. c. 14. I. Short title. This Act may be cited as "The Companies Clauses Act, 1863." II. Division of Act into parts.-This Act shall be deemed to be divided into four parts, as follows: Part I. relating to cancellation and surrender of shares; Part II. relating to additional capital; Part III. relating to debenture stock ; Part IV. relating to change of name. PART I.-CANCELLATION AND SURRENDER OF SHARES. III. Application of Part I.-This part of this Act shall apply to every company incorporated either before or after the passing of this Act which obtains a special Act incorporating this part of this Act. IV. Power to company to cancel forfeited shares.-Where any share of the capital of the company is after the passing of this Act declared forfeited under and in pursuance of the provisions with respect to the forfeiture of shares for nonpayment of calls contained in The Companies Clauses Consolidation Act, 1845, and The Companies Clauses Consolidation (Scotland) Act, 1845, respectively, and the forfeiture is confirmed by a meeting in accordance with the same provisions respectively, and notice of the forfeiture has been given, -then and in every such case, if the directors of the company are unable to sell the share for a sum equal to the arrears of calls and interest and expenses due in respect thereof, the company at any general meeting held not less than two months after such notice is given may, in case payment of the arrears of calls, interest, and expenses due in respect thereof is not made by the registered holder of the share before the meeting is held, resolve that the share instead of being sold shall be cancelled, and the share shall thereupon be cancelled accordingly. V. Evidence for cancellation of forfeited shares.-A declaration in writing made by some credible person, in England or Ireland before a justice, and in Scotland before any sheriff or justice, stating that a sum of money sufficient to pay the arrears of calls, interest, and expenses due in respect of the share, could not at the time of the cancellation of the share be obtained for the same upon the stock exchange prescribed in the special Act, and if no stock exchange is prescribed then upon the stock exchange, as to England, of the city of London, and as to Scotland of the city of Edinburgh, and as to Ireland of the city of Dublin, shall be sufficient evidence of the fact so declared. VI. Payment of calls in arrear notwithstanding cancellation.-Where it is so resolved that any share shall be cancelled, the holder thereof shall from and after the passing of the resolution be precluded from all right and interest therein and in respect thereof; but the cancellation shall not affect the liability of the last registered holder of the share to pay to the company all arrears of calls, interest, and expenses due in respect of the share at the time of the cancellation, or the power of the company to enforce payment thereof by action or otherwise. VII. Value of forfeited shares to be deducted from amount due in respect thereof.-Provided always, that if the company enforces the payment of the arrears of calls, interest, and expenses under the last preceding provision, the value of the share at the time of the cancellation thereof shall be deducted from the amount so then due; provided also, that if payment of all arrears of calls, interest, and expenses is made before such meeting as aforesaid is held, the share shall revert to the person to whom it belonged at the time of forfeiture, and shall be re-entered on the company's register accordingly. 1863. 26 & 27 VICT. Cap. 118. VIII. Company may cancel forfeited shares with consent of holders.—Where any share is declared forfeited, or where any sum payable on any share remains unpaid, the company, with the consent in writing of the registered holder of the share, and with the sanction of a general meeting, may resolve that the share shall be cancelled, and immediately thereupon the share shall be cancelled, and all liabilities and rights with respect to the share shall thereupon be absolutely extinguished. IX. As to surrender of shares.-The company may from time to time accept, on such terms as they think fit, surrenders of any shares which have not been fully paid up. X. No money to be paid for cancellation or surrender.-The company shall not pay or refund to any shareholder any sum of money for or in respect of the cancellation or surrender of any share. XI. Power to create shares in lieu of cancelled, forfeited, etc., shares.—The company may from time to time, in lieu of any shares that have been cancelled or surrendered, issue new shares of such amounts as will allow the same to be conveniently apportioned or disposed of according to the resolution of any ordinary or extraordinary meeting of the company, and may from time to time fix the amounts and times of payment of the calls on any such new shares, and dispose thereof on such terms and conditions as may be so resolved upon: provided, that the aggregate nominal amount of the new shares shall not exceed the aggregate nominal amount of the shares in lieu of which the new shares are issued, after deducting the amount actually paid up in respect of the shares cancelled or surrendered. PART II.-ADDITIONAL CAPITAL. NEW ORDINARY SHARES OR STOCK. XII. Regulations as to creation and issue of ordinary shares or new ordinary stock. Where any company, incorporated either before or after the passing of this Act for the purpose of carrying on any undertaking, is authorised by any special Act hereafter passed, and incorporating this part of this Act, to raise any additional sum or sums by the issue of new ordinary shares, or by the issue of new ordinary stock, or (at the option of the company) by either of those modes, then and in every such case the company, with the sanction of such proportion of the votes of the shareholders and stockholders entitled to vote in that behalf at meetings of the company, present (personally or by proxy) at a meeting of the company specially convened for the purpose, as is prescribed in the special Act, and if no proportion is prescribed, then of threefifths of such votes, may, for the purpose of raising the additional sum or sums, from time to time create and issue (according as the authority given by the special Act extends to shares only, or to stock only, or to both) such new ordinary shares, of such nominal amount, and subject to the payment of calls of such amounts and at such times, as the company thinks fit, or such new ordinary stock as the company thinks fit. PREFERENCE SHARES OR STOCK. XIII. Regulations as to creation and issue of new preference shares or new preference stock. Saving rights of preference shareholders.-Where any such company is authorised by any special Act hereafter passed and incorporating this part of this Act to raise any additional sum or sums by the issue of new preference shares, or by the issue of new preference stock, or (at the option of the company) by either of those modes, then and in every such case the company, with the like sanction as aforesaid, may for the purpose of raising such additional sum or sums from time to time create and issue (according as the authority given by the special Act extends to shares only, or to stock only, or to both) such new shares or new stock, either ordinary or preference, and either of one class and with like privileges, or of several classes and with different privileges, and of the same or different amounts, and respectively with any fixed, fluctuating, contingent, preferential, perpetual, terminable, deferred, or other dividend or interest, not exceeding the rate prescribed in the special Act, and if no rate is prescribed then not exceeding the rate of five pounds per centum per annum, and subject (as to any such new shares) to the payment of calls of such amounts and at such times as the company from time to time thinks fit: provided always, that any preference assigned to any shares or stock so issued under the special Act shall not affect any guarantee, or any preference or priority in the payment of dividend or interest, on any shares or stock, that may have been granted by the company under or confirmed by any previous Act, or that may be otherwise lawfully subsisting. XIV. Preference shares to be entitled to dividends only out of the profits of each year. The preference shares or preference stock so issued shall be entitled to the preferential dividend or interest assigned thereto, out of the profits of each year, in priority to the ordinary shares and ordinary stock of the company; but if in any year ending on the day prescribed in the special Act, and if no day is prescribed, then on the thirty-first day of December, there are not profits available for the payment of the full amount of preferential dividend or interest for that year, no part of the deficiency shall be made good out of the profits of any subsequent year, or out of any other funds of the company.1 1 A similar provision is contained in 31 & 32 Vict. c. 119, sec. 13, as to arrears of preferred ordinary stock. XV. Terms, etc., to be stated on certificates.-The terms and conditions to which any preference share or preference stock is subject shall be clearly stated on the certificate of that preference share or portion of preference stock. 1863. GENERAL PROVISIONS AS TO NEW SHARES OR STOCK. XVI. Unissued shares and stock may be cancelled.—If, after having created new shares or new stock, the company determines not to issue the whole of the new shares or new stock, they may cancel the unissued new shares or new stock. XVII. If ordinary stock or shares at a premium, new shares or stock to be offered to existing ordinary shareholders.—If, at the time of the issue of new shares or new stock, the ordinary shares or ordinary stock of the company are or is at a premium, then, unless the company before the issue of the new shares or new stock otherwise determines, the new shares or new stock then issued shall be of such amount as will conveniently allow the same to be apportioned among the then holders of the ordinary stock and ordinary shares, respectively, in proportion, as nearly as conveniently may be, to the ordinary shares and ordinary stock held by them respectively, and shall be offered to them at par in that proportion: provided, that it shall not be obligatory on the company so to apportion or offer any new shares or new stock unless the |