Standing Orders of the House of Commons - Private Business 2000

Arrangement of Clauses (Contents)


CONSENTS OF PROPRIETORS OR MEMBERS OF COMPANIES, AND OF PERSONS NAMED AS DIRECTORS


  62.—(1) Every bill originating in this House, promoted by a company constituted by Act of Parliament, shall after it has been read a second time be referred to the Examiners and the Examiner shall report whether the following order has or has not been complied with:— Consents of proprietors of statutory companies promoting bills originating in this House.
(HL 62)
  
      The bill, as presented, or proposed to be presented to this House, shall be submitted to the proprietors of the company at a meeting held specially for that purpose.

      Such meeting shall be called by notice inserted once in each of two consecutive weeks in a newspaper published in London or Edinburgh, as the case may be, and in a local newspaper circulating in the county, or (in Scotland) the islands area or district in which the principal office of the company is situate, the first of such insertions being not earlier than 4th December; and also by a circular addressed to each proprietor on the register of the company at his last known or usual address, and sent by post to, or delivered at, such address not less than twenty-one days before the holding of the meeting, stating the offices at which copies of the bill may be inspected and obtained, and enclosing a blank form of proxy, with proper instructions for its use; and the same form of proxy and the same instructions, and none other, shall be sent to every such proprietor; but no intimation shall be sent as to any person in whose favour the proxy may be granted; and no other circular or form of proxy relating to the meeting shall be sent to any proprietor from the office of the company, or by any director or officer of the company.

      The meeting shall be held not earlier than the twenty-first day after the first insertion of the notice, and may be held on the same day as an ordinary general meeting of the company.

      At the meeting the bill shall be submitted to the proprietors aforesaid then present, and approved of by proprietors, present in person or by proxy, holding at least three-fourths of the paid-up capital of the company represented by the votes at the meeting, such proprietors being qualified to vote at all ordinary meetings of the company in right of their holding of such capital. Where proprietors hold any shares or stock in respect of which they are not entitled to vote at an ordinary meeting, they may, if their interests may be affected by the bill, tender votes in respect of such holdings, which votes shall be recorded separately.

      The names of the proprietors present in person at the meeting shall be recorded. For this purpose the first meeting and any adjournment thereof shall be deemed to be the same meeting.

      A poll may be demanded by any three proprietors present in person or by proxy at the meeting and entitled to vote, or by one proprietor to two proprietors so present and entitled, if that proprietor or those proprietors together hold not less than 15 per cent of the paid-up capital represented by the proprietors so present and entitled, and not otherwise.

      There shall be deposited in the Private Bill Office a statement of the number of votes if a poll was taken, and of the number of votes recorded separately.

      Where the company carries on two or more separate undertakings and portions of the capital of the company are allocated so as to be exclusively applicable to the several undertakings, then, so far as the bill relates to any such separate undertaking, separate meetings shall be held of the proprietors of the company and the proprietors of the capital of the company so allocated to the undertaking, and the provisions of this order applicable to meetings of proprietors of the company shall with the necessary modifications apply to meetings of the proprietors of the portion of the capital of the company so allocated:
  
  Provided that in the case of a bill for which the petition is presented or intended to be presented after 27th November, the foregoing provisions of this order shall apply, subject to the following modifications:—
  
      (a) the first insertion of the advertisement calling the meeting shall be not earlier than the date of the deposit of the petition; and

      (b) the circular to proprietors shall be sent by post or delivered not earlier than the date (as specified in the notice containing a concise summary of the purposes of the bill) on and after which copies of the bill may be inspected and obtained.
  
  (2) The Examiner shall give not less than two clear days' notice in the Private Bill Office of the day on which any such bill will be examined.
  
  63.—(1) Every bill originating in this House, promoted by any company, society, association, or partnership, whether a company within the meaning of the Companies Act 1985 or otherwise constituted (and not being a company to which the preceding order applies), shall after it has been read a second time be referred to the Examiners, and the Examiner shall report whether the following order has or has not been complied with:— Consents of members of registered companies, etc., promoting bills originating in this House.
(HL 63)
  
      (a) In the case of a company within the meaning of the Companies Act 1985, the bill as presented or proposed to be presented to this House shall be approved by a special resolution of the company, and a copy of the resolution shall be deposited in the Private Bill Office.

      (b)(i) In the case of any other such company, society, association, or partnership as aforesaid, the bill as presented or proposed to be presented to this House shall be consented to by three-fourths in number and (where applicable) in value of the proprietors or members of the company, society, association or partnership present in person or by proxy, and voting at a meeting convened by a notice stating the business to be transacted thereat; such consent to be certified in writing by the chairman of the meeting. A copy of the certificate of consent shall be deposited in the Private Bill Office.

      (ii) The names of the proprietors or members present in person at the meeting shall be recorded. For this purpose the first meeting and any adjournment thereof shall be deemed to be the same meeting.

      (iii) A poll may be demanded by any three proprietors or members present in person or by proxy at the meeting and entitled to vote, or by one proprietor or member or two proprietors or members so present and entitled, if that proprietor or member or those proprietors or members together represent not less than 15 per cent. of the paid-up capital represented by the proprietors or members so present and entitled, and not otherwise.

      (iv) If a poll is taken, there shall be deposited in the Private Bill Office a statement of the number of votes.

      (c) So far as any such bill relates to a separate class of proprietors or members of any company, society, association, or partnership, as distinct from the proprietors or members generally, the bill shall be approved or consented to by the proprietors or members generally, and also by the separate class of proprietors or members, and the provisions of this order applicable to the proprietors or members generally shall, with the necessary modification, apply to the separate class of proprietors or members.
  
  (2) The Examiner shall give not less than two clear days' notice in the Private Bill Office of the day on which any such bill will be examined.
  
  64.—(1) Where any bill originating in this House contains provisions— Consents of members of companies, etc., not being promoters, in case of certain bills originating in this House.
(HL 64)
  
      (a) conferring any powers upon; or

      (b) altering in any respect the constitution of,
  
any company, society, association, or partnership (howsoever constituted), named in the bill but not being the promoters thereof, the bill shall after it has been read a second time be referred to the Examiners and Standing Order 62 (Consents of proprietors of statutory companies promoting bills originating in this House) or Standing Order 63 (Consents of members of registered companies, etc., promoting bills originating in this House) (as the case may require) shall apply as if such company, society, association, or partnership were the promoters of the bill, and as if in the order in question for references to the bill there were substituted references to the said provisions:
  
      Provided that—

        (i) failure to comply with the requirements of Standing Order 62 (Consents of proprietors of statutory companies promoting bills originating in this House) or Standing Order 63 (Consents of members of registered companies, etc., promoting bills originating in this House) as applied by this standing order shall affect only such provisions as aforesaid, and shall not affect any other provisions of the bill; and

        (ii) that this order shall not apply to any bill in so far as the provisions thereof relate to a proposal for—

        (a)  the compulsory acquisition by or transfer to the promoters thereof of the whole or part of the undertaking or assets of; or

        (b)  the imposition of any duty or obligation upon, or the limitation of any power of,
  
any such company, society, association, or partnership as aforesaid, nor shall it apply to provisions in the bill for the protection of the company, society, association or partnership.
  
  (2)  Nothing in this order shall affect the obligations of the promoters of the bill under Standing Order 62 (Consents of proprietors of statutory companies promoting bills originating in this House) or Standing Order 63 (Consents of members of registered companies, etc., promoting bills originating in this House).
  
  65.In the case of every bill brought from the House of Lords in which provisions have been inserted in that House, empowering the promoters thereof, being a company constituted by Act of Parliament, to execute, undertake, or contribute towards any work other than that for which it was originally established, or to sell or lease their undertaking, or any part thereof, or to enter into any agreements with any other company for the working, maintenance, management, or use of the railway or works of either company, or any part thereof, or to amalgamate their undertaking, or any part thereof, with any other undertaking, or to purchase any other undertaking, or part thereof, or any additional lands, or to abandon their undertaking, or any part thereof, or authorising or enacting the dissolution of the promoting company, or in which any such provisions originally contained in the bill have been materially altered in that House, the Examiner shall report whether the following order has or has not been complied with: Consents of proprietors of statutory companies promoting certain bills originating in House of Lords.
(HL 65)
  
      The bill, as brought from the House of Lords, shall be submitted to the proprietors of the promoting company, at a meeting held specially for that purpose.

      Such meeting shall be called by notice inserted once in each of two consecutive weeks in a newspaper published in London or Edinburgh, as the case may be, and in a local newspaper circulating in the county, or (in Scotland) the islands area or district in which the principal office of the company is situate: and also by a circular addressed to each proprietor on the register of the company at his last-known or usual address, and sent by post to, or delivered at, such address, not less than ten days before the holding of the meeting, stating the offices at which copies of the bill may be inspected, and enclosing a blank form of proxy, with proper instructions for its use and the same form of proxy and the same instructions, and none other, shall be sent to every such proprietor; but no intimation shall be sent as to any person in whose favour the proxy may be granted; and no other circular or form of proxy relating to the meeting shall be sent to any proprietor from the office of the company or by any director or officer of the company.

      The meeting shall be held not earlier than the seventh day after the last insertion of the notice, and may be held on the same day as an ordinary general meeting of the company.

      At the meeting the bill shall be submitted to the proprietors aforesaid then present, and approved by proprietors present in person or by proxy, holding at least three-fourths of the paid-up capital of the company represented by the votes at the meeting, such proprietors being qualified to vote at all ordinary meetings of the company in right of their holding of such capital. Where proprietors hold any shares or stock in respect of which they are not entitled to vote at an ordinary meeting, they may, if their interests may be affected by the bill, tender votes in respect of such holdings, which votes shall be recorded separately.

      The names of the proprietors present in person at the meeting shall be recorded. For this purpose the first meeting and any adjournment thereof shall be deemed to be the same meeting.

      A poll may be demanded by any three proprietors present in person or by proxy at the meeting and entitled to vote, or by one proprietor or two proprietors so present and entitled, if that proprietor or those proprietors together hold not less than 15 per cent. of the paid-up capital of the company represented by the proprietors so present and entitled, and not otherwise.

      There shall be deposited in the Private Bill Office a statement of the number of votes if a poll was taken, and of the number of votes recorded separately.

      Where the company carries on two or more separate undertakings and portions of the capital of the company are allocated so as to be exclusively applicable to the several undertakings, then, so far as the bill relates to any such separate undertaking, separate meetings shall be held of the proprietors of the company and the proprietors of the capital of the company so allocated to the undertaking, and the provisions of this order applicable to meetings of proprietors of the company shall, with the necessary modifications, apply to meetings of the proprietors of the portion of the capital of the company so allocated:
  
  Provided that, if such an approval as is mentioned in Standing Order 62 (Consents of proprietors of statutory companies promoting bills originating in this House) has been given to the bill as presented or proposed to be presented to the House of Lords, and by the terms of such approval the bill has been approved subject to such additions, alterations and variations as Parliament may think fit to make therein, it shall not be necessary for the purposes of this order to obtain any further approval in respect of any provisions inserted in the bill in the House of Lords, unless the committee on the bill decide that, regard being had to the nature and effect of such provisions, further evidence of the approval of such provisions on the part of the proprietors of the company is required.
  
  66.In the case of every bill brought from the House of Lords, in which provisions have been inserted in that House empowering or requiring the promoters thereof being a company, society, association, or partnership, whether a company within the meaning of the Companies Act 1985, or otherwise constituted (and not being a company to which the preceding order applies), to do any act not authorised by the memorandum and articles of association, or other instrument constituting or regulating the company, society, association, or partnership, or authorising or enacting the abandonment of the undertaking, or any part of the undertaking, of such company, society, association, or partnership, or the dissolution thereof, or in which any such provisions originally contained in the bill have been materially altered in that House, the Examiner shall report whether the following order has or has not been complied with:— Consents of members of registered companies, etc., promoting certain bills originating in House of Lords.
(HL 66)
  
      (1)  In the case of a company within the meaning of the Companies Act 1985, the bill as brought from the House of Lords shall be approved by a special resolution of the company, and a copy of the resolution shall be deposited in the Private Bill Office.

      (2)  In the case of any other such company, society, association, or partnership as aforesaid, the bill as brought from the House of Lords shall be consented to by three-fourths in number and (where applicable) in value of the proprietors or members of the company, society, association, or partnership, present, in person or by proxy, and voting at a meeting convened by a notice stating the business to be transacted thereat, such consent to be certified in writing by the chairman of the meeting. A copy of the certificate of consent shall be deposited in the Private Bill Office.

      The names of the proprietors or members present in person at the meeting shall be recorded. For this purpose the first meeting and any adjournment thereof shall be deemed to be the same meeting.

      A poll may be demanded by any three proprietors or members present in person or by proxy at the meeting and entitled to vote, or by one proprietor or member or two proprietors or members so present and entitled, if that proprietor or member or those proprietors or members together represent not less than 15 per cent. of the paid-up capital represented by the proprietors or members so present and entitled, and not otherwise.

      If a poll is taken, there shall be deposited in the Private Bill Office a statement of the number of votes.
  
  If such approval by a special resolution or consent as is mentioned in Standing Order 63 (Consents of members of registered companies, etc., promoting bills originating in this House) has been given to the bill as presented or proposed to be presented to the House of Lords, and by the terms of the resolution or consent the bill has been approved or consented to subject to such additions, alterations and variations as Parliament may think fit to make therein, it shall not be necessary for the purposes of this order to obtain any further approval or consent in respect of any provisions inserted in the bill in the House of Lords, unless the committee on the bill decide that, regard being had to the nature and effect of such provisions, further evidence of the approval or consent to such provisions on the part of the proprietors or members of the company, society, association, or partnership is required.
  
  So far as any such bill relates to a separate class of proprietors or members of the company, society, association, or partnership as distinct from the proprietors or members generally, such bill shall be approved or consented to by the proprietors or members generally, and also by the separate class of proprietors or members; and the provisions of this order applicable to the proprietors or members generally, shall, with the necessary modifications apply to the separate class of proprietors or members.
  
  67.—(1) In the case of every bill brought from the House of Lords in which provisions have been inserted in that House— Consents of members of companies, etc., not being promoters, in case of certain bills originating in House of Lords.
(HL 67)
  
      (a) conferring any powers upon; or

      (b) altering in any respect the constitution of
  
any company, society, association, or partnership (howsoever constituted) named in the bill but not being the promoters thereof, or in which any such provisions originally contained in the bill have been materially altered in that House, Standing Order 65 (Consents of proprietors of statutory companies promoting certain bills originating in House of Lords) or Standing Order 66 (Consents of members of registered companies, etc., promoting certain bills originating in House of Lords) (as the case may require) shall apply as if—
  
      (i) the company, society, association, or partnership were the promoters of the bill;

      (ii) the said provisions were the provisions referred to in the order in question;

      (iii) in the order in question for references to the bill there were substituted references to the said provisions of the bill; and

      (iv) the reference to Standing Order 62 (Consents of proprietors of statutory companies promoting bills originating in this House) or Standing Order 63 (Consents of members of registered companies, etc., promoting bills originating in this House) were a reference to that order as applied by this order:
  
  Provided that this order shall not apply to any bill in so far as the provisions so inserted or altered relate to a proposal for—
  
      (a) the compulsory acquisition by or transfer to the promoters thereof of the whole or part of the undertaking or assets of; or

      (b) the imposition of any duty or obligation upon or the limitation of any power of,
  
any such company, society, association, or partnership as aforesaid, nor shall it apply to provisions in the bill for the protection of the company, society, association, or partnership.
  
  (2) Nothing in this order shall affect the obligations of the promoters of the bill under Standing Order 65 (Consents of proprietors of statutory companies promoting certain bills originating in House of Lords) or Standing Order 66 (Consents of members of registered companies, etc., promoting certain bills originating in House of Lords).
  
  68.Where in any bill brought from the House of Lords for the purpose of establishing a company for carrying on any work or undertaking any person is specified as manager, director or proprietor of the Company, or otherwise concerned in carrying the bill into effect, proof shall be given before the Examiner that that person has subscribed his name to the petition for the bill, or to a printed copy of the bill, as brought from the House of Lords. Proof of consent of directors, etc., who are named in bill.
(HL 68)




 
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