27 & 28 VICT. Cap. 114.

SCHEDULE F.

Vesting Order.

The Inclosure Commissioners for England and Wales, in pursuance of The Improve-
ment of Land Act, 1864, do, by this order under their hands and seal, in consideration
of £
to them paid by A.B. of
transfer to and vest in the said

A.B., his executors, administrators, and assigns,
Railway or Canal Company, numbered

C.D.

shares of and in the

and now registered in the name of

In witness whereof they have hereunto affixed their hands and seal, this
in the year One thousand eight hundred and

day of

27 & 28 VICT. Cap. 120.

THE RAILWAY COMPANIES' POWERS ACT, 1864.—
27 & 28 VICT. CAP. 120.

AN ACT TO FACILITATE IN CERTAIN CASES THE OBTAINING OF FURTHER
POWERS BY RAILWAY COMPANIES.-[29th July 1864.]

Preamble.1

1 Preamble omitted by 56 Vict. c. 14 (1893).

PRELIMINARY.

I. Short title. This Act may be cited as "The Railway Companies' Powers Act, 1864."

II. Interpretation of terms.-In this Act

The term "railway" includes works connected with or for the purposes of a railway, and also a railway authorised to be but not actually constructed: The term "railway bill" means a bill pending in or intended to be introduced into either House of Parliament, having for its object or one of its objects to authorise the making of a railway:

The term "The Companies Clauses Acts" means, so far as the enactment in which that term is used relates to England or Ireland, or to a certificate to be operative in England or Ireland, The Companies Clauses Consolidation Act, 1845; and, so far as the same relates to Scotland, or to a certificate to be operative in Scotland, The Companies Clauses Consolidation (Scotland) Act, 1845; together with in each case The Companies Clauses Act, 1863.1

1 Definition of Board of Trade omitted by 56 Vict. c. 14.

DESCRIPTION OF CASES WITHIN THIS ACT.

III. Act to apply in cases therein named.-This Act shall take effect and apply in each of the cases following; namely,1

(1) Where a railway company are desirous that authority should be given to themselves and some other railway company or companies to enter into an agreement with respect to all or any of the matters following, namely, The maintenance and management of the railways of the companies

respectively, or of any one or more of them, or of any part thereof
respectively;

The use and working of the railways or railway, or of any part thereof,
and the conveyance of traffic thereon;

The fixing, collecting, and apportionment of the tolls, rates, charges,
receipts, and revenues levied, taken, or arising in respect of traffic;
The joint ownership, maintenance, management, and use of a station
or other work; or the separate ownership, maintenance, manage-
ment, and use of several parts of a station or other work:
(2) Where a railway company are desirous of obtaining an extension of the
time limited for the sale by them of superfluous lands:

(3) Where a railway company incorporated by special Act or by certificate under The Railways Construction Facilities Act, 1864, are desirous of obtaining authority to raise additional capital.

1 The application of the Act is extended to various additional cases by 31 & 32 Vict. c. 119, sec. 38.

1864.

APPLICATION FOR CERTIFICATE.

IV. As to applicaron for certificate by company to Board of Trade.-In any such case the company, if desirous to obtain a certificate under this Act, shall proceed as follows; namely,

(1) They shall apply to the Board of Trade for a certificate under this

Act:

(2) They shall lodge at the office of the Board of Trade a draft of the certificate as proposed by them :

(3) They shall publish notice of the application according to the general rules under this Act.

V. Said Board to inquire if requirements have been complied with.—As soon as conveniently may be after the time for completion of the required notice, the Board of Trade shall proceed to inquire whether the company have complied with the requirements of the general rules respecting notice.

VI. And to consider all representations and objections.-The Board of Trade, before settling a draft of a certificate, shall take into consideration any representation made to them, and shall duly inquire into the merits of any objection brought before them, respecting the application.

OPPOSITION OF RAILWAY OR CANAL COMPANY TO APPLICATION.

VII., VIII. Repealed by 33 & 34 Vict. c. 19, sec. 2, and new form of procedure substituted by secs. 3 and 4.

SETTLEMENT OF DRAFT CERTIFICATE.

IX. Power to Board of Trade to settle certificate according to nature of application as herein named.-Where the Board of Trade proceed on the application, then, on being satisfied that the company have complied with the requirements of the general rules respecting notice, they may, if they think fit, settle a draft of a certificate, certifying to the effect following; namely, In the first-mentioned case, that the companies in the certificate specified are authorised to agree among themselves with respect to all or any of the matters aforesaid in the certificate specified;

In the secondly-mentioned case, that the time limited for the sale by the company of superfluous lands is extended as in the certificate specified;

27 & 28 VICT. Cap. 120.

In the thirdly-mentioned case, that the company are authorised to raise, as capital, for the purposes of the certificate, such additional sum of money as therein limited, by the issue of new shares or new stock, either ordinary or preference, or partly ordinary and partly preference, or partly in that mode and partly by borrowing on mortgage, at the option of the company, or as may be prescribed in the certificate, and with power to create and issue debenture stock.

X. Insertion of conditions in certificate.-The Board of Trade may (subject to the provisions of this Act, and having regard to the provisions of any special Act relating to any company empowered by a certificate) insert in the certificate such provisions as they, according to the circumstances of the case, deem necessary or proper for better effectuating the purposes of the certificate, and the same shall be deemed to all intents part of the certificate.

XI. Form of certificate. The certificate may be in the form set forth in the schedule to this Act, with such provisions as aforesaid.

SUBMISSION OF DRAFT CERTIFICATE TO HOUSES OF PARLIAMENT.

XII. Draft certificate to be laid before Houses of Parliament.—The Board of Trade shall lay the draft certificate settled by them before both Houses of Parliament within seven days after the same is settled, if Parliament is then sitting, or if not, then within seven days after the next meeting of Parliament, but not later in any year than the first day of June.

XIII. Notice thereof to be given.-On the draft certificate being settled the promoters shall give notice thereof according to general rules under this Act.

XIV. If either House resolve that certificate ought not to be made it shall not be proceeded with.-If either House of Parliament within six weeks after the draft of a certificate settled by the Board of Trade is laid before that House resolves that the certificate ought not to be made, the same shall not be further proceeded with.

ISSUE AND PUBLICATION OE CERTIFICATE.

XV. If neither House resolve that certificate ought not to be made, Board of Trade may issue the same. If neither House of Parliament within the period aforesaid thinks fit to resolve that the certificate ought not to be made, then as soon as the period of six weeks after the laying of the draft certificate before both Houses of Parliament has expired the Board of Trade may make and issue a certificate in conformity with such draft.

XVI. Publication of certificate in "Gazette.”—The certificate shall be published as follows; namely,

Where one company only is thereby empowered, then in the London, Edinburgh, or Dublin Gazette, according as the head office of the company is situate in England, Scotland, or Ireland:

Where two or more companies are thereby empowered, then in one or more of the Gazettes, according as the several head offices of the companies respectively are situate in England, Scotland, and Ireland respectively.

EFFECT OF CERTIFICATE.

XVII. Operation of certificate as special Act.-As from the time (not being prior to such publication) in the certificate prescribed, and if none is prescribed then as from the time of such publication, the certificate shall have the same force and operation, and shall be as absolutely valid and conclusive

to all intents, as if the contents thereof (taken in conjunction with this Act) had been expressly enacted by Parliament; and the validity of the certificate shall not be impeached on account of any alleged informality in any court or elsewhere.

-

XVIII. Judicial notice of certificate. The certificate shall be judicially noticed without being specially pleaded.

XIX. Interpretation of certificate.-Terms used in the certificate shall have the same meanings as they have when used in this Act.

XX. Parts of 26 & 27 Vict. cc. 92 and 118, incorporated.-There shall be incorporated with the certificate (which shall for this purpose be deemed the special Act)

In the first-mentioned case, Part III. of The Railways Clauses Act, 1863;
In the thirdly-mentioned case, the Companies Clauses Acts.

XXI. Rule as to short distances. In the first-mentioned case, during the continuance of any agreement for the joint working of any two railways, in the calculation of tolls and charges for short distances in respect of traffic conveyed on both railways, the distances traversed shall be reckoned continuously on such railways as if they were one railway.

XXII. Restriction as to issue of shares.-It shall not be lawful for any company empowered by a certificate under this Act to issue any share created under the authority of the certificate, nor shall any such share vest in the person accepting the same, unless and until a sum not being less than onefifth part of the amount of such share is paid up in respect thereof.

XXIII. Restrictions on company as to borrowing, etc.-In the thirdlymentioned case the company, whether incorporated by special Act or by certificate, shall be subject to the following restrictions; namely,

(1) They shall not exercise any power of borrowing money under the
certificate until the whole of the share capital authorised by the certifi-
cate is subscribed for or taken, and until one half thereof is actually paid
up, and until they prove to the justice who is to certify under section 40
of The Companies Clauses Consolidation Act, 1845, or (in Scotland) to
the sheriff who is to certify under section 42 of The Companies Clauses
Consolidation (Scotland) Act, 1845, as the case may be, before he so
certifies, that shares for the whole of the capital are issued and accepted,
and that not less than one-fifth part of the amount of each separate share
has been paid up on account thereof before or at the time of the issue or
acceptance thereof, and that all such shares are taken in good faith, and
are held by the subscribers or their assigns, those subscribers or their
assigns being legally liable for the same (of which matters the certificate
of the justice or sheriff shall be sufficient evidence):

(2) They shall not borrow a larger sum in the whole than one-third of the
amount of the share capital authorised by the certificate:
(3) They shall not, out of money raised under the certificate by calls or
borrowing, pay interest or dividend to a shareholder on the amount of
calls made on his shares, whether created under the certificate or other-
wise (but this provision shall not prevent them paying to a shareholder
under the certificate such interest on money advanced by him beyond the
amount of calls actually made as is allowed by the Companies Clauses
Acts):

(4) They shall not, out of money so raised, pay or deposit any money that
may be required to be paid or deposited in relation to any application to
Parliament or the Board of Trade:

(5) They shall apply every part of the money so raised only for the purposes for which it is by the certificate authorised to be applied.

1864.

27 & 28 VICT. Cap. 120.

MISCELLANEOUS.

XXIV. Power to Board of Trade to reject application.-Nothing in this Act shall make it obligatory on the Board of Trade to settle a draft of a certificate in any case if it appears to the Board of Trade for any reason that the application for a certificate should not be complied with.

XXV. Nothing to exempt railways from operation of general Acts.-Nothing in the certificate shall exempt any railway to which it relates, or the company to whom that railway belongs, from the provisions of any general Act of Parliament relating to railways, or to the better audit of the accounts of railway companies, passed before or after the issuing of the certificate, or from any revision and alteration, under the authority of Parliament, of the maximum tolls and charges allowed to be taken in respect of that railway.

XXVI. Certificate under this and Railways Construction Act.—A certificate may be made under this Act and The Railways Construction Facilities Act, 1864, jointly, and in any such case the forms of certificate given in this Act and the said Act may be adapted to the circumstances of the case.

XXVII. Approval by members of company required as under standing orders. -Where, in case the company were proceeding by a railway bill instead of under this Act, the approval of the bill in any manner by the members of the company would be required under the standing orders of either House of Parliament for the time being in force, the Board of Trade shall not issue a certificate without being satisfied that the members of the company have in like manner approved of the application to the Board of Trade.

XXVIII. Power for Board of Trade to amend or revoke certificate.-Subject and according to the restrictions and provisions of this Act, the Board of Trade, on the application of the Company, may from time to time amend, extend, or vary by certificate any certificate issued under this Act, and may by certificate revoke a previous certificate issued under this Act.

XXIX. Power to correct error.—If in any case it is made to appear to the Board of Trade that any error has been committed in a certificate or in relation thereto, the Board of Trade may, subject and according to the restrictions and provisions of this Act, on the application of the company, body, or person affected by the error, and on notice to the company or companies empowered by the certificate, correct the error by a further certificate.

XXX. Proof of certificate.-A copy of the London or Edinburgh or Dublin Gazette containing a certificate or a copy of a certificate, purporting to be printed by the printers of the London, Edinburgh, or Dublin Gazette, shall be conclusive evidence of the certificate and of the due publication thereof, without any proof of the Gazette or without any proof of the copy having been in fact so printed, as the case may be.

XXXI. Copies of certificate for sale.-Every company empowered by a certificate shall at all times keep at their head office copies of the certificate printed by the printers of the Gazette or one of the Gazettes in which the same was published in such form as general rules direct, to be sold to all persons desiring to buy the same at a price not exceeding one shilling for each copy. If any company fail to comply with this provision they shall be liable to a penalty not exceeding twenty pounds, and to a further penalty not exceeding five pounds for every day during which such failure continues after the first penalty is incurred.

XXXII. Application of Act to proprietors of railways generally.-The provisions of this Act relative to the first-mentioned case and to the secondlymentioned case respectively shall extend and apply, mutatis mutandis, to the proprietors of a railway although not incorporated as a company.