COPARTNERSHIP. a doubtful state, a special general meeting to be called by them for the purpose of considering the Company of measures to be adopted. Proprietors. If it shall be judged expedient at any such Further calls. meeting to make a further call upon the members in order to support the company, each member to be at liberty to withdraw from the company upon forfeiting his or her present interest in the same. As to a dissolu. tion of the com. pany. But no further call to be made, or any dissolution of the company to take place, until the same shall have been twice carried by a majority of three-fourths of the members present at some general meeting to be expressly holden for that purpose. Upon the dissolution of the company by expiration of the copartnership term or otherwise, a general account and valuation to be made by the directors and auditors for the time being of the capital stock, debts, and effects of the company; and upon such account and valuation being approved at a general meeting, the same to be conclusive upou the members. Upon any dissolution of the company, buildings and saleable property of the company to be sold, and the monies to arise by such sale, together with other the monies, debts, and effects of the company (after payment of just demands) to be divided amongst the several members according to their respective interests. " If the effects of the company shall appear upon such general account to be insufficient to answer the demands upon it, the several members to con NERSHIP. tribute to supply such deficiency out of their pri- COPARTvate estate, in proportion to their respective estate and interests. Company of Proprietors. ment to be pre A deed of settlement to be prepared as soon as may be, and by the advice of counsel, in order to Deed of settle establish the company for the purposes and ac- pared. cording to the manifest intent and meaning hereof, or as nearly thereto as the rules of law and equity will permit. construction of settlement, &c. If any doubt arise relative to the true construc- Doubts on the tion of the provisions contained in the deed of the deed of settlement, or any subsisting rule or regulation of the company, a general meeting to be called for the purpose of expounding the same, at the requisition in writing of any three of the members, holding each one share, or any two of them holding two or more shares. suggested by altered. Any member to be at liberty to propose any Doubts may be question respecting the said deed, or other matter members. relating to the concerns of the company, at any general meeting, and the decision of a majority of three-fourths of the members then present to be final and conclusive upon the matter in question. All or any of the provisions and agreements in Deed may be the said deed to be contained, or of the rules and regulations made or adopted by any committee of directors, to be varied or annulled at any general meeting (consisting of three-fourths of the whole number of members constituting the company) or at any general meeting expressly convoked or holden for that purpose, although a less proportion of the members shall be then present. COPART NERSHIP. The said deed, and other the rules and regula. tions of the company, to be, at all seasonable Company of times, open to the free inspection of each of the members, in the presence of a director or other Proprietors. Deed to be open superior officer. IN WITNESS, &c. to inspection. CASES On the Legality of the Establishment of unchartered Com- The Opinion of Mr. Serjeant Bayley. THE vast and continued increase of the population and buildings of this metropolis having given rise to an idea that the establishment of a new office for the effecting of insurances upon lives and upon property would be generally advantageous to the community, a plan was suggested for those purposes by a gentleman well known for his philanthropic endeavours to promote other beneficial institutions, under the title of the Company, and which has since been carried into effect under the strongest testimonies of public approbation. In contemplating a scheme for the ends proposed, it was deemed to be reasonable, that as the risk of insurance was now greatly diminished, as well by the recent improvements of the science of medicine as by the late acts for regulating the construction of buildings, the persons insuring should participate in the gains accruing from the capital derived from their own contributions, and also that their interests in the concern, for the purpose of being rendered capable of family arrangements, should be made transferable at pleasure, as now is and has been for many years past the practice in several offices of great respectability of a similar kind, and the utility of this privilege has been fully manifested by several of the proprietors having already expressed a desire to transfer their shares; but doubts have arisen whether such transfers can be legally made, in consequence of the restrictions supposed to be contained in the statute of 6 Geo. I. c. 18. Your opinion is therefore desired, how far the legality COPART NERSHIP. Company of COPART NERSHIP. Company of particular whether the several shareholders therein may with safety and in what manner proceed to make such transfers of their respective shares, as their convenience may require? "In answering this case it is material to see what were the different projects to which the attention of the legislature were called when the 6 Geo. I. was passed, and what are the different provisions that act made. It appears by 19 Comm. Jour. 341, that twenty-two subscriptions had been opened, that the lowest sum to be subscribed was one million, that six of them were for fisheries, three for marine insurances, three for fire insurances, one for purchasing government securities and lending money on them, one for raising money to be employed in loans, one for granting annuities, one for raising Thames water in York Buildings, one for preventing and suppressing robberies by sea or land, one for building or buying ships to let on freight, one for bringing coals from Newcastle, one for furnishing funerals, one for carrying on trade to his majesty's German dominions, and one for raising the growth of raw silk: when the nature of these subscriptions were brought under the consideration of the House of Commons, they resolved that large subscriptions had been made to carry on public undertakings; that the subscribers had paid in small proportions of their subscriptions, though amounting in the whole to large sums; that the subscribers had acted without warrant as corporate bodies, and thereby drawn several persons into unwarrantable undertakings; and that the said practices manifestly tended to the prejudice of the public trade and commerce of the kingdom; and it was thereupon ordered, that a bill should be brought in to restrain the extravagant and unwarrantable practice of raising money by voluntary subscriptions for carrying on projects dangerous to the trade and the subjects of this kingdom. That part of 6 Geo. I. c. 18, which applies to this case was in consequence passed. It recites that several projects had been contrived since June, 1718, tending to the common grievance of great numbers of his majesty's subjects in their trade or commerce |