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Leader (1850-1860), 29th December 1855, Edition 1 of 2, Page 1250, Untitled Article

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      and that Abraham could not at all understand the faithfulness of her more impatient and ardent nature . The training which he had had subdued the natural generosity of his feeling , but he had not sufficient education to elevate Jiim to a broader sense of the things around him , or to endow * him with the gift of language adequate to his thoughts . He had to struggle with a nightmare impotence upon his tongue . He could not make himself understood ; he could not understand j he strained the girl ' s patience beyond endurance , and ultimately made her and himself victims to the thraldom which half-education puts upon the natural sense of man , from which complete education emancipates him .

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      1250 THE LEA DEB . [ No . 301 , Saturda y ,

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      MR . JOHIT THWAITES . The nomination of Mr . Thwaites , a draper in the Borough , to the high and honourable post of Chairman to the New Metropolitan Board of Works , for which there was a crowd of aspirants , including barristers , magistrates , Members of Parliament , and men of political eminence , like Mr . Roebuck , is a singular circumstance , and one ¦ which , deserves attentive consideration . It deserves our attention in an especial degree , because we supported the candidature of Mr . Roebuck against that of Mr . Thwaite ^; whose antecedents were unknown to us , and whose name had never attracted the notice of the public at large . "We have , therefore , been at some pains to inquire into the motives of a nomination which , at the first blush , appears hardly judicious ; and we are bound to declare frankly that the result of our inquiries is such as to enable us to bear witness to the good sense manifested by the new Board in the election of Mr . Thwaites as their President . "We learn that Mr . Thwaites , though engaged in the business of a woollen-draper , has taken an active part for many years in the local affairs of his neighbourhood ; having , among other things , effected the amalgamation of rival Gas Companies , so as to secure a diminution of working costs by the elimination of double plants , double salaries , and double charges of all kinds ; the result being a considerable redaction in the price , and improvement in the quality of the gas supplied , without diminution of profit to the suppliers . Those who have ever attempted the conduct of an amalgamation of this kind , know by how many practical difficulties it is beset ; how many rival interests and opinions must be brought into harmony ; how many prejudices overcome ; how many animosities allayed ; how much tnct , judgment , and energy brought to bear , before the desired end can be attained . His success in this , and other similar local undertakings , marked Mr . TmvAiTEa in the eyes of his fellow-citizens of the Sonth side as a fit man to represent their interests in the Commission of Sewers , now on the point of "winding up . In that Commission ho has had an opportunity of becoming thoroughly acquainted with what may be called the subterranean affairs of the metropolis . For while , on the one hand , the appeals of Deputations and of individuals , and the current business of the office brought \ mder his notice in the most practical form the grievances and wishes of the r , ate-payers in respect of drainage ; it also fortunately happened , on the other hand , that the prinoipal expositor and champion of tho modern sanitary system was appointed a . Commissioner during Mr . TnwAiTES' term of office , and delivered a series of addresses on combined House Drainage , tubular street drainage , main intercepting drainage , and tho agricultural utilisation of sewage , which expositions of principle , it may bo readily " supposed ,

      were not lost upon his intelligent colleague . Mr . Thwaites and Mr . F . O . Ward soon appreciated each other ; and though , at the outset , they stood opposed on several occasions , yet latterly they have fought side by side in almost every important debate ; their differences of opinion being only such as mark , on both sides , an honest independence of judgment , and a decision of each question as it arises , not in the spirit of party , but in the light of simple truth . To the knowledge of public affairs thus acquired in various schools of experience , " Mr . Thwaites , if we are rightly informed , adds personal qualities which fit him in an eminent degree to guide the proceedings of a popular assembly . He unites suavity of manner with firmness of will ; tact with single-mindedness and honesty of purpose ; and a good deal of natural eloquence with remarkable powers of application , and capacity for the despatch of business . Such , at least , is the view which , we are assured , is taken by his supporters , as to his qualifications for the responsible office to which they have named him . . As we supported the candidature of Mr . Roebuck , against that of Mr . Thwaites , we feel that it is but fair play to acquaint the public with the grounds of the preference accorded by his colleagues to the latter gentleman , doubtless after a full and fair comparison of eminent merits on both sides . In a remarkable letter , of which we hope to publish an analysis next week , Mr . Thwaites ' accession to poAver is traced , not so much to ; any success of his in debate , or to any inteli lectual ascendancy acquired by him over his ' colleagues , as to the devotion to truth at all i hazards , manifested on his staunch support of Mr . Ward , throughout his late perilous encounter with the " eminent engineers . " There is no doubt that , though Mr . Thwaites stands aloof , as he should do , from party warfare , his nomination in the place of Mr . Ward ' s implacable opponent , Mr . Jebb , is a signal triumph for tho Sanitary Reformers . On the other hand , tho members of the new Metropolitan Board , and the general body of rate-payers whom they represent may , we think , congratulate themselves on having singled out , for the conduct of their debates , a President of their own class and order , possessing , in so high a degree as Mr . Thwaites , the rare combination of qualities which should distinguish the leader of a popular municipal council .

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      THE LAW OF PARTNERSHIP . BY ARTHUR SCRATOHLEY , M . A ., Paht II . A disadvantage , which must not bo omitted to ba mentiouod in relation to uninooz'porated Share Companies , is , that a person , on becoming a shareholder in such companies , is legally disqualified from recovering compensation for work dona or services rendered on account of such associations j nor can ho rocovor on any bill or note accepted by the directors or secretary of such association . Tho acceptance of shares rendering him n partner in the undertaking , it consequently cuts oiF his right of notion against tho firm into which ho has entered . Tho negooiation of such acceptances or bills would remove ftuoh objections as regards their right of action and rooovory by third parties . To remedy this difficulty , it is usual to insert ia the doed of settlement , of companies established under the Registration Act , a provision that , as between the oompanioa and tho proprioLoro , partnership shall not bo pleaded ; otherwise , in actions upon calls , or for non-payment of sharos-instalmonts , or for debts duo i'pQm n mojubor to tho oompauy , or from tho company to a member , no right of reoovory would exist . The powors flomotimoH oxoroitfod by unincorporated and oven unregistered oompanios , of advertising for subscriptions ou transferable shares , were always illegal at common law , and still continue no , subjecting tho parties engaged in thorn , in addition to tho ordinary liabilities of partnership , and the ponalties of tho statute , to bo indicted aa nuisanoos , in pretending to act as corporations . But tho Legislature , with a view of facilitating laudable undertakings by jpintstock , has vestod in tho Crown powors by whioh tho

      necessity of an Act of Parliament in certain eases may be obviated . By the Act 1 Viet , cap 73 , the Queen is empowered to grant , by letters patent , to persons associated for trading and other purposes , many of the privileges of a charter of incoi'poration , by limiting the liability ' of the patentees , and enabling their secretary or other public officer to prosecute and defend suits in the name of the association , and they may even sue one of their members . Letters patent under the statute are equivalent to a private Act , except when compulsory powers to take , lend , &e ., are requisite . Directors under this Act , and also under 7 and 8 Viet ., cap . 110 , may advertise for subscribers and may allot shares upon provisional registration under the latter statute ; but it has been decided , that except in case of companies such as are formed for the making of railways or other public works , which require a special Act of Parliament , no shareholder in a company merely provisionally registered can dispose or ofifer for sale any script or certificate for shares in the capital stock , even if he has paid a depositthereon . We now propose to enumerate the legal authorities under which Joint-Stock Companies , or other associations analogous to them , or associations for any purpose other than trade , commerce , or manufacture , may be formed . It may , however , be useful to give the legal definition of a Joint-Stock Company , and of the persons moving in their formation and constituting the same . The Registration Act , under the limitations mentioned , defines a " Joint-Stock Company to comprehend every partnership having a capital divided into shares , such being transferable without the consent of all the copartners . " The " Promoters" of a company is explained to be " every person acting in the framing and establishing a company , at any period prior to the company obtaining a certificate of complete registration . " The word "Subscriber" means " every person who shall have agreed in writing to take any shares in the proposed or formed company , and who shall not have executed the deed of settlement . " A " Shareholder" means " a person who is entitled to a share in a company , and who has executed the deed of settlement . " Joint-Stock Conipanies may be constituted : — 1 . By Special or Private Act of Parliament . 2 . By Royal Charter . 3 . By Letters Patent , under the Act 1 Viet . c . 73 r by which the Act 6 Qeo . IV . c . 91 was partially , and the Act 4 and 5 Win . IV . c . 94 wholly , repealed . 4 . Joint-Stock Banks coming within the definition of a " Joint-Stock Company , " before explained , will necessarily include the Statutes 7 Geo . IV . c . 40 , and by which Joint-Stock Banks are regulated . 5 . By the Joint-Stock Companies' Registration Act 7 and 8 Viet . c . 110 , as amended by the Act 10 and 11 Viet . c . 78 . To these may be added , subsidiarily , as affecting the managing and working of companies , the Acts 7 and 8 Viet . c . 11 . 1 , 7 and 8 Viet . c . 98 , 9 Viet . c . 16 , 11 and 12 Viet . c . 45 , and 12 and 13 Viet . c . 108 . It will be seen from the Act 7 and 8 Viet , that certain companies and associations are excepted but for the purpose of registration , as not coming within the definition " Joint-Stock Companies , " as proscribed by the Registration Act , although suqh companies are essentially partnerships , and in some ca « os , as in those of Banking Companies and Mining Companies , on tho cash-book principle , carry out their operations by means of a joint-stock composed of transferable shares . Such banks , however , are excepted because they are constituted as before described , under tho Act 7 Geo . IV . c . 40 , and the Act To tho associations or companies ( so excepted ) we may udd : — 0 . Benefit Building Societies , constituted under the 6 and 7 Win . IV . c . 32 . 7 . Loan Societies , established uikIlt 5 and <> Win . IV . c . 23 , as repoaled and amondod by tho 3 and 4 Viet . c . 110 . 8 . Friendly Sociotios , established uiulor 10 Geo . IV . c . 50 , as amended and explained by tho 2 Win . IV . c . 37 , 4 and 5 Win . IV . c . 40 , 3 and \ Viet . c . 73 , 9 and 10 Viet . c . 27 , and 13 and 1 1 Viet . c . 115 , 1 5 and 1 ( 1 Vict . e . 05 , 10 and 17 Viet . c . 123 , and 17 and 18 Viet . e . 101 . Tho throo last mentioned aro nhort A old , to aiuond in slight particulars , and continue tho 13 and la Viet . e . 115 , which Aofc repeals , oxeopt so f . ir as regards Sooiotios established under any of the provioiiH Acts , relating to Friendly Societies . Certain ueotions of tho 12 andVA Via . c . JOG , Id and 17 Viet . a . 34 , 17 «>« n 8 Vic . o . 105 , and 17 and 18 Viet . e . 31 , also apply to Friendly Societies . 9 . A spocios of Joint-Stock Company , or society , must now bo inontionod , not contemplated by the Registration Act 7 and 8 Viet . o . MO , namely , Industrial Provident , ( Partnorahip ) Societies , whioh aro authorised by tho 15 and 10 Viet . c . 31 , as amoudod by tho 17 Viet . c . 25 , to tho rules and regulations nooceaaary for whioh tho principal mutter of those papers is specially devoted . { To be continued . )

  • Citation
    • Leader (1850-1860), Dec. 29, 1855, page 1250, in the Nineteenth-Century Serials Edition (2008; 2018) ncse-os.kdl.kcl.ac.uk/periodicals/l/issues/vm2-ncseproduct2121/page/14/