COBH (Queenstown) GAS ORDER, 1929.

(SPECIAL ORDER)

Dated 25th day of July, 1929, made by the Minister for Industry and Commerce under Section 01 of the Gas Regulation Act, 1920 (10 & 11 Geo. 5, c. 28), on the application of the Queenstown Gas Company.

1. (1) This Order may be cited as the Cobh (Queenstown) Gas Order, 1929.

(2) The Queenstown Gas and Light Act, 1879 (42 & 43 Vict., c. CLVI.,; The Queenstown Gas Company (Capital Issues) Consent, 1921 (S.R. & O. 1921, No. 1178); The Queenstown Gas (Charges) Order, 1921 (S.R. & O. 1921, No. 1614), and this Order, may together be cited as the Cobh (Queenstown) Gas Act and Orders, 1879 to 1929.

2. (1) The following enactments, so far as the same are applicable for the purposes of this Order, and are not inconsistent with the provisions of the Gas Regulation Act, 1920, or of any Act or Order referred to in the preceding Section, are hereby incorporated with this Order, namely:—

The Companies Clauses Consolidation Act, 1845 (8 & 9 Vict., c. 16), except the provisions thereof with respect to the conversion of borrowed money into capital, and the provisions with respect to an auditor holding a share in the undertaking.

The Companies Clauses Act, 1863 (26 & 27. Vict., c. 118), as amended by subsequent Acts.

The Lands Clauses Acts, except so much thereof as relates to the purchase and taking of lands otherwise than by agreement, and to the entry upon lands by the promoters of the undertaking.

The Gasworks Clauses Act, 1847 (10 & 11 Vict. c. 15).

The Gasworks Clauses Act, 1871 (33 & 34 Vict., c. 41).

The Interpretation Act, 1923 , applies to the interpretation of this Order:

For the purposes of such incorporation the term "special Act" in the said Acts respectively shall be construed to mean this Order, and the term "the Undertakers" shall mean the Company.

(2) In the application to the Company of the Gasworks Clauses Act, 1847, as incorporated with the Act of 1879, and this Order:—

Section 13 shall be read as if the words "or any premises" were inserted after the words "private building," and as if the words "Provided that every such contract entered into by the Undertakers shall be alike in terms and amount under like circumstances to all consumers" were added at the end of that section.

3. The Company shall, from and after the date of this Order, be called and known by the name of "The Cobh (Queenstown) Gas Company."

4. In this Order:—

The several words and expressions to which meanings are assigned by the Acts wholly or partially incorporated herewith, or by the Gas and Water Works Facilities Act, 1870 (33 & 34 Vict., c. 70), or by the Gas Regulation Act, 1920, have the same respective meanings, unless there be something in the subject or context repugnant to such construction.

"The Act of 1879" means the Queenstown Gas and Light Act, 1879.

"The Consent of 1921" means the Queenstown Gas Company (Capital Issues) Consent, 1921.

"The Company" means the Cobh (Queenstown Gas) Company.

"The existing shares" means the several classes of shares in the capital of the Company created and issued under the Act of 1879 and respectively known as the "A" shares, the "B" shares, and the "C" shares.

"The limits of supply" means the limits for the time being of the Company for the supply of gas.

"The Undertaking" means the undertaking authorised by the Act of 1879 and this Order, and shall include the gasworks and works connected therewith by the Act of 1879 authorised to be maintained and constructed.

"The Minister" means "the Minister for Industry and Commerce."

"The Directors" means "the Directors of the Company."

"The Local Authority" includes a county council, urban district council, and the Commissioners of a town and any public body which is established by or in pursuance of any statute to perform any of the functions of any of the above-named bodies.

For the purposes of this Order, "the appointed day" shall be the 30th September, 1929.

5. (1) From and after the appointed day, the existing shares shall become and be converted into £20,500 ordinary stock (hereinafter called consolidated stock), bearing a dividend of eight pounds per cent. per annum as provided by Section 23, subject to alteration as hereinafter provided. This stock representing the existing shares, shall be deemed to be fully paid up and shall be by virtue of this Order vested in the several persons, their executors, administrators, successors, and assigns, who on the appointed day were holders of the respective classes of shares in the capital of the Company in proportion to the amount of such shares then held by them respectively, and in the following manner (that is to say):

£12,500 shall be divided among the holders of A shares.

£1,875 shall be divided among the holders of B shares.

£6,125 shall be divided among the holders of C shares.

(2) The Company shall create and issue consolidated stock sufficient for the purposes aforesaid and issue the same free from the provisions of Section 25 of this Order.

(3) All consolidated stock vested under the provisions of this Order in holders of existing shares shall be held in the same rights upon the same trusts and subject (so far as is consistent with the provisions of this Order) to the same powers, provisions, declarations, agreements, charges, liens and incumbrances as those in, upon or subject to which the existing shares were held immediately before the appointed day, and shall be held, applied and disposed of accordingly and so as to give effect to and not to revoke any deed, will or other instrument disposing of or affecting any such existing shares, and trustees, executors, administrators and all other holders in any representative or fiduciary capacity and persons under disability may and shall accept the consolidated stock and sums of cash (if any) which under the provisions of this Order are vested in or paid to them respectively in substitution for the existing shares held by them, and may subject to the provisions of this Order retain, dispose of and otherwise deal with the same as fully and freely in all respects as they might have retained, disposed of or otherwise dealt with such existing shares.

(4) The Company shall call in and cancel the certificates of the existing shares, and shall issue in lieu thereof, free of charge to every shareholder, new certificates stating the amount of consolidated stock held by him.

(5) No shareholder shall be entitled to a new certificate until he shall have delivered up to the Company to be cancelled the share certificate for which such stock is substituted, or shall have proved to the reasonable satisfaction of the Company the loss or destruction thereof, and shall have given such guarantee or indemnity in respect thereof as the Directors may require.

(6) Subject to the provisions of this Section, the provisions of the Companies Clauses Consolidation Act, 1845, with respect to the consolidation of shares into stock, shall extend and apply to the said consolidated stock.

(7) All the said stock shall be issued in multiples of five shillings.

(8) The proprietors of the said stock shall be entitled to one vote in respect of every twenty pounds thereof.

(9) Until the issue of the new certificates the holders of the existing certificates shall have and possess the same rights and privileges as if the existing certificates were certificates for the proportional amounts of the said stock as provided by this Section, but if any holder of shares fails to send or deliver to the Company his existing certificate or certificates for the period of six months after notice in writing sent by post to the address appearing in the stockholders' address book, the Company may suspend the payment of any dividend declared or made payable upon or in respect of the consolidated stock so vested in him until such existing certificate or certificates is or are sent or delivered to the Company, or is or are proved to the reasonable satisfaction of the Directors to have been lost or destroyed, and such guarantee or indemnity is given in respect of such lost or destroyed certificate or certificates as the Directors may require.

(10) In every case where under the foregoing provisions of this Section the holder of any shares would be entitled to an amount of consolidated stock which includes a fractional part of five shillings, such fractional part shall not (notwithstanding the said provisions) vest in such holder, and the Company shall (subject to the provisions of this Order) pay to the holder a sum of cash equal to the nominal amount of the fractional part. Any fractional part of five shillings of consolidated stock in respect of which a sum of cash is paid under the provisions of this Sub-section shall be forthwith cancelled and shall cease to form part of the capital of the Company.

6. (1) The several persons who immediately before the appointed day appear on the registers of the Company to be holders of one or more shares, or the respective executors or administrators of such persons, shall for the purposes of this Order, and subject to the provisions of Sub-section 3 of this Section, be deemed to be the holders of the said share or shares of the nominal amount and class stated in the registers, and on and after the appointed day the registers of transfers of shares shall be permanently closed and (except as provided by the aforesaid Sub-section), no transfer of shares made on or after the appointed day shall as between the Company and the party claiming thereunder be of any effect.

(2) The issue by the Company of certificates for consolidated stock and the payment of sums of cash for fractional parts of five shillings of stock, in accordance with the foregoing provisions of this Order, to the persons whose names appear by the said registers to be registered holders of shares, or to the respective executors or administrators of such persons, or to the persons entitled thereto pursuant to Sub-section (3) of this Section, shall be sufficient discharge to the Company for all purposes.

(3) All transfers or other dispositions of any existing shares made but not registered prior to the issue to the holder of the stock of the certificate for consolidated stock to which the holder is entitled under the foregoing provisions of this Order shall (notwithstanding this Order) be valid and have due effect given to them respectively as transfers or dispositions of the respective amounts of consolidated stock, and sums of cash (if any) which are substituted under the provisions of this Order for the existing shares thereby expressed to be transferred or disposed of although the instrument transferring or disposing thereof shall describe the same by the name or denomination which the stock transferred or disposed of had before conversion under this Order, and any bequest of or any covenant or provision of any deed or agreement relating to any specific number of existing shares shall be held to apply to an amount of consolidated stock equal to that which is under the provisions of this Order substituted for such specific number of existing shares.

7. (1) All unexercised heretofore existing powers of the Company to raise additional capital are hereby cancelled.

(2) The Company may also from time to time raise by the creation and issue of consolidated stock and preference stock, or of either such class of stock, additional capital to such an amount as shall be sufficient to produce, after taking into account premiums and discounts (if any) which may be allowed on the issue thereof, the sum of twenty-five thousand pounds (in this Order referred to as the additional capital), and any sum so raised may be applied to the purposes of the undertaking (being purposes to which capital is properly applicable) as the Company may determine.

8. All consolidated or preference stock forming part of the additional capital authorised by this Order shall be part of the general capital of the Company, and except as otherwise expressly provided in this Order the holders of stock in such additional capital shall be entitled to the like rights of voting and other rights, qualifications, and privileges in proportion to the amount of the stock held by them, and be subject to the like provisions and liabilities as the holders of stock of the same class in the existing shares of the Company.

9. The Company may, subject to the provisions of this Order, borrow on mortgage of the undertaking any sum or sums not exceeding in the whole one-half part of the amount of the capital which at the time of borrowing has been raised under the powers of this Order and the Act of 1879. But no sum shall be borrowed in respect of any capital so raised until the Company have proved to a District Justice before he gives his certificate under the fortieth section of the Companies Clauses Consolidation Act, 1845, that the whole of the stock at the time issued, together with the premium (if any) or less the discount (if any) realised or allowed respectively on the sale thereof, have been fully paid up.

10. The Company shall not without the consent of the Minister pay interest at a higher rate than ten pounds per centum per annum in respect of any moneys borrowed on mortgage or in respect of any debenture stock to be issued under the authority of the Act of 1879, or Consent of 1921, or this Order.

11. All moneys raised under this Order, including premiums, shall be applied only to purposes to which capital is properly applicable, and any sum of money which may arise by way of premium from the issue of shares or stock under the provisions of this Order shall not be considered as part of the capital of the undertakers entitled to dividend.

12. All money raised or to be raised by the Company under the Act of 1879, Consent of 1921, or this Order, either on mortgage or by the issue of debenture stock, and the interest due thereon respectively, shall have priority against the Company, and the property from time to time of the Company over all other claims on account of any debts incurred or engagements entered into by them after the date of this Order, but this priority shall not affect any claim against the Company or their property in respect of any rent-charge granted or to be granted by them in pursuance of the Land Clauses Acts, or in respect of any rent or sum reserved by or payable under any lease granted or made to the Company which is entitled to rank in priority to or pari passu with the interest on their mortgages or debenture stock.

13. All mortgages granted or debenture stock issued by the Company in pursuance of the Act of 1879 or Consent of 1921, and subsisting at the date of this Order, shall during the continuance thereof have priority over all mortgages granted in pursuance of this Order.

14. The Company may create and issue debenture stock subject to the provisions of Part III. of the Companies Clauses Act, 1863, and of Section 41 (power to create debenture stock) of the Act of 1879.

15. The mortgagees of the undertaking may enforce payment of arrears of interest or principal, or principal and interest due on their mortgages, by the appointment of a Receiver, and in order to authorise the appointment of a Receiver in respect of arrears of principal, the amount owing to the mortgagees by whom the application for a Receiver is made shall not be less than six thousand pounds in the whole.

16. (1) Except in the case of a Director retiring by rotation and offering himself or being proposed for re-election, no person shall be capable of being elected a Director of the Company unless notice in writing that such person intends to offer himself or will be proposed for the office of Director has been given to the Secretary or left at the office of the Company fourteen days at least before the day of election.

(2) Notwithstanding anything in the Companies Clauses Consolidation Act, 1845, no person shall be disqualified from being a Director of the Company by reason of his holding any office or place of trust or profit under the Company, or by reason of his being interested in any contract with the Company, nor shall any Director be required to cease from voting or acting as a Director by reason of his accepting any such office or place of trust or profit or becoming interested in any such contract:

Provided that:—

(a) in the case of his being or becoming interested in any contract with the Company, whether such interest shall arise before or after his appointment as a Director, the nature of his interest in the contract shall be disclosed by him at the meeting of the Directors at which the contract is determined on, if his interest then exists, or in any other case at the first meeting of the Directors after the acquisition of his interest or after his appointment, and also in the next annual report of the Company; and

(b) no Director shall as a Director vote in respect of any such contract, and if he does so vote his vote shall not be counted, but this prohibition shall not apply to any contract by or on behalf of the Company to give to the Directors or any of them any security by way of indemnity.

(3) The continuing Directors may act notwithstanding any vacancy in their body, but so that if at any time the number of Directors of the Company holding office shall be less than the minimum number prescribed by Section 48 (Number of Directors) of the Act of 1879 as amended by this Order, the Directors shall not, except for the purpose of filling vacancies and allotting stock to any proposed Director or Directors, act so long as the number is below such minimum.

17. In addition to the powers which the Directors may exercise under the Companies Clauses Acts, 1845 to 1889, they may determine the remuneration of the Secretary and Auditors.

18. Notwithstanding anything in the Companies Clauses Consolidation Act, 1845, the attorney of any stockholder duly authorised in writing may appoint a proxy to vote for and on behalf of the stockholder, and for that purpose may execute on behalf of the stockholder the necessary form of proxy:

Provided that the instrument appointing the attorney shall be transmitted to the Secretary (if not previously registered by him) at the same time as the instrument appointing the proxy.

19. Notwithstanding anything contained in the Companies Clauses Consolidation Act, 1845, where several persons are jointly entitled to and registered as holders of any stock, any one of those persons may vote at any meeting either personally or by proxy in respect of the stock as if he were solely entitled thereto, but if more than one of the joint holders be present at any meeting personally or by proxy that one of the said persons so present whose name stands first in the register in respect of the stock shall alone be entitled to vote in respect thereof.

20. (1) The Directors may close the register of transfers for a period not exceeding fourteen days previous to the declaration of any dividend, and they may close the registers of transfers of mortgages and debenture stock for a period not exceeding fourteen days previous to each date at which the interest thereon shall be payable, and in the case of any such register they may fix a day for closing the same, of which seven days' notice shall be given either by circular to each proprietor or by advertisement in a newspaper circulating within the limits of supply.

(2) Any transfer of stock, mortgages, or debenture stock lodged for registration during the time when the register of transfers of such security is so closed shall as between the Company and the person claiming under the same, but not otherwise, be considered as made subsequently to the declaration of any such dividend or the payment of any such interest, as the case may be.

21. Where the payment of more than one sum by any person is due to the Company under this Order, or the Act of 1879, or any incorporated enactment, or any subsequent Act or Order, any summons or warrant issued for the purposes of those Acts and Orders or any of them in respect of that person may contain in the body thereof or in a schedule thereto all the sums payable by him.

22. If any money is payable to any stockholder or mortgagee or debenture stockholder, being a minor, idiot, or lunatic, the receipt of the guardian, receiver, or committee of his estate shall be a sufficient discharge to the Company therefor.

23. The profits of the Company to be divided in respect of any year after the appointed day amongst the holders of paid up consolidated stock and the holders (if any) of paid up preference stock shall not exceed the rate of eight pounds in respect of every one hundred pounds of such stocks. This rate will be the standard rate of dividend.

24. It shall be lawful for the Directors to declare and pay in any year an interim half-yearly dividend out of the profits of the Company without the sanction or direction of a General Meeting: Provided that the amount of any interim half-yearly dividend shall not exceed in any half-year one-half of the authorised rate of dividend on the consolidated stock.

25. (1) All consolidated and preference stock created by the Company after the passing of this Order shall be issued in accordance with the provisions of this Section.

(2) All stock so to be issued shall be offered for sale by public auction or tender, in such manner, at such times, and subject to such conditions of sale as the Company shall from time to time determine.

Provided as follows:—

(a) Notice of the intended sale shall be given in writing to the clerk of every local authority of every district which or any part of which is included within the limits of supply, and to the Secretary of the Dublin Stock Exchange, at least fourteen days before the day of auction or the last day for the reception of tenders, as the case may be, and shall also be duly advertised once in each of two consecutive weeks in one or more local newspapers circulating within the said limits of supply.

(b) A reserve price shall be fixed and notice thereof shall be sent by the Company in a sealed letter to be received by the Minister not less than twenty-four hours before but not to be opened till after the day of auction or last day for the receipt of tenders, as the case may be.

(c) No lot offered for sale shall comprise stock of greater nominal value than one hundred pounds.

(d) In the case of a sale by tender no preference shall be given to one of two or more persons tendering the same sum; in the case of a sale by auction a bid shall not be recognised unless it is in advance of the last preceding bid.

(e) It shall be one of the conditions of sale that the total sum payable by the purchaser shall be paid to the Company within three months after the date of the auction or of the acceptance of the tender, as the case may be.

(3) Any stock which has been so offered for sale and is not sold may be offered at the reserve price to the holders of consolidated and preference stock of the Company in accordance with the provisions of Sections 18, 19 and 20 of the Companies Clauses Act, 1863, and to the employees of the Company, and to the consumers of gas supplied by the Company, in such proportions as the Company may think fit, or to one or more of these classes of persons only: Provided, in the case of an offer to holders of stock, that if the aggregate amount of stock applied for shall exceed the aggregate amount so offered as aforesaid, the same shall be allotted to and distributed amongst the applicants as nearly as may be in proportion to the amounts applied for by them respectively.

(4) Any stock which has been offered for sale in accordance with Sub-section (2) or with Sub-sections (2) and (3), and is not sold, may be otherwise disposed of at such price, which may be at a discount, and in such manner as the Directors may determine for the purpose of realising the best price obtainable.

(5) As soon as possible after the conclusion of the sale or sales the Company shall send a report thereof to the Minister, stating the total amount of the stock sold, the total amount obtained as premium (if any), and the highest and lowest prices obtained for the stock.

(6) Any sum of money which shall arise from the issue of any such stock by way of premium shall be expended by the Company in accordance with provisions of Section 32 of the Act of 1879, as amended by Section 11 of this Order.

26. (1) Notwithstanding anything in the immediately preceding Section of this Order, it shall be lawful for the Company, with the consent of the Minister, and subject to such conditions as the Minister may think fit to impose, to offer for subscription, by the public, free from the provisions of the said Section, any consolidated or preference stock to be created under the powers of this Order, and upon any such offer to pay a commission not exceeding ten per centum to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any such stock, or procuring, or agreeing to procure, subscriptions, whether absolute or conditional, for any such stock:

Provided that the payment of the commission and the amount or rate per centum of the commission paid, or agreed to be paid, shall be disclosed in every prospectus, advertisement, or other document of the Company inviting subscriptions for such stock.

(2) Nothing in this Section shall affect any power of the Company to pay brokerage.

27. The Company may on the application of the owner or occupier of any premises within the limits of this Order abutting on any street laid out, but not dedicated to public use, supply those premises with gas, and for that purpose the Gasworks Clauses Act, 1847, shall apply as if Section 7 of that Act were excepted from incorporation with the existing Acts and this Order.

28. The Company may for the purposes of their undertaking purchase, take, and hold (by agreement, but not otherwise), in addition to the lands described in the Act of 1879, any lands and hereditaments, not exceeding in the whole six acres, which the Company may require for the purposes of their works and undertaking; but the Company shall not create or permit a nuisance on any such lands, and no lands shall be used by the Company for the purpose of manufacturing gas or residual products except the lands described in the Schedule to the Act of 1879.

29. (1) The price to be charged by the Company for gas supplied by them to persons who shall burn the same by meter shall not at any time exceed the price for the time being prescribed by the Minister by an Order under Section 1 of the Gas Regulation Act, 1920.

(2) Provided that at any time after the expiration of three years from the date of this Order, on the application of the Company, the Minister for Industry and Commerce may, if he thinks fit, by Order in writing signed by him or by a Secretary or an Assistant Secretary of the said Minister, alter the said maximum price by substituting a standard price with sliding scale as to profits, and as from the date specified in such Order (hereinafter referred to as "the specified date") the provisions set forth in the Schedule to this Order annexed shall be in force and have effect, and this Order shall be read and construed accordingly.

(3) A copy of such Order made by the Minister shall be published in the Iris Oifigiúil, and a copy of the said Iris Oifigiúil containing such Order shall be conclusive evidence of the due making and validity of the same and of the contents thereof.

30. (1) The Company may demand for any gas supplied through a prepayment meter a not greater charge than for gas supplied to private consumers within their limits of supply through any other kind of meter or by any other method of supply.

(2) The charge for the hire of any prepayment meter and fittings to be used therewith shall be a sum of money calculated according to the number of therms supplied, and the maximum charge shall be three decimal sixpence per therm if a cooking stove is included, and threepence per therm if a cooking stove is not included.

(3) The charge for the hire of any prepayment meter without fittings shall be a sum of money calculated according to the number of therms supplied (when the maximum rate of charge shall be one decimal eightpence per therm), or at the rate of ten per centum per annum on the cost of the meter, whichever shall be the higher.

(4) The said charges shall include the providing, letting, fixing, repairing and maintenance of the meters and fittings, or of the meters (as the case may be), and the cost of collection and other costs incurred by the Company in connection therewith.

(5) For the purpose of this Section the expression "prepayment meter" means any meter or appliance by which the quantity of gas supplied is regulated according to the amount of money prepaid therefor.

31. In order to enable the Company to ensure a satisfactory supply of gas to their consumers the following provisions shall have effect:—

(1) The Company may specify the size and material of the pipes, with the fittings thereof, which are to be laid by the consumer on his own premises, either in the first instance or on the occasion of any renewal, between the Company's mains and the meter, so far as such pipes and fittings are intended to be covered over.

(2) The Company may if they think fit make different specifications for different classes of premises, having regard to the probable maximum consumption of gas thereon at any one time.

(3) The specification shall be published twice in some newspaper (once in each of two newspapers) circulating within the limits of supply, and a copy thereof shall be kept exhibited in the office of the Company.

(4) Every meter to be used in a new building or a building not previously supplied with gas, or in connection with a new or substituted pipe laid by the consumer between the main and the consumer's meter, shall be placed as near as reasonably practicable to the Company's main, but within the outside wall of the building.

(5) When any such pipe or meter as aforesaid has been laid or placed, notice thereof shall be given to the Company, and the pipe shall not be covered over until after the expiration of twenty-four hours from the service of such notice on the Company.

Any officer of the Company duly appointed may between nine o'clock in the morning and five o'clock in the afternoon attend and inspect such pipes (with their fittings) and meter, and if the officer is not permitted to make the inspection, or if the pipes or fittings are not according to the Company's specification, or if the meter is not placed as required by this Section, the Company may refuse to supply gas to the premises until the provisions of this Section have been complied with.

(6) Any person to whom the Company refuses a supply of gas under the provisions of this Section may appeal to a District Court against such refusal, and the Court may, after hearing the parties and considering any questions as to the reasonableness of the Company's specification, make such order as seems to them proper in the circumstances, and may order by which of the parties the costs of and incident to the appeal shall be paid.

32. If any person is required by the Company to give to them security for any supply of gas or for the payment of the price or rent of a meter, and such security is made by way of deposit, the Company shall pay interest after the rate of five pounds per centum per annum on every sum of ten shillings deposited by way of such security for every six months during which the same remains in their hands.

33. (1) The Company may purchase, sell, let for hire, fix, repair, and remove, but shall not manufacture engines, stoves, ranges, pipes, and other gas fittings for lighting, motive, heating, ventilating, cooking, or any other purposes, and may provide all materials and work necessary or proper in that behalf, and with respect thereto may demand and take such remuneration or rents and charges and make such terms and conditions as may be agreed upon.

(2) Any fittings let for hire under the provisions of this Section shall not be subject to distress or to the landlord's remedy for rent, or be liable to be taken in execution under process of any court or proceedings in bankruptcy against the person in whose possession the same may be: Provided that such fittings are marked or impressed with a sufficient mark or brand indicating the Company as the actual owners thereof.

34. Notwithstanding anything in the Gasworks (Clauses) Acts, 1847 and 1871, or any other enactment to the contrary, the Company shall not be obliged to give from any main a supply of gas for any purpose other than lighting or domestic use in any case where the capacity of such main is at the date when such notice is served insufficient for such purpose, or if and so long as any such supply would, in the opinion of the Company, interfere with the sufficiency of the gas required to be supplied by means of that main for lighting or domestic purposes.

35. At least twenty-four hours' notice shall be given to the Company by every gas consumer, either personally at the office of the Company or in writing, before he shall quit any premises supplied with gas by meter by the Company, and in default of such notice the consumer so quitting shall be liable to pay to the Company the money accruing due in respect of such supply up to the next usual period for ascertaining the register of the meter on such premises, or the date from which any subsequent occupier of such premises shall require the Company to supply gas to such premises, whichever shall first occur. Notice of the effect of this enactment shall be endorsed upon every demand note for gas charges payable to the Company.

36. (1) In any case in which the Company are by virtue of any enactment relating to their undertaking authorised to cut off and discontinue the supply of gas to any premises in consequence of any default on the part of the occupier of the premises, it shall be lawful for the Company, without prejudice to any other remedy which may be lawfully available to them, to disconnect at the meter the service pipe (whether belonging to the consumer or to the Company), and any person who shall reconnect such service pipe with the meter without the consent of the Company shall be deemed to commit an offence within the meaning of Section 18 of the Gasworks Clauses Act, 1847.

Provided that if and so soon as the matter complained of shall have been remedied, nothing in this Section shall prejudice or interfere with any rights vested in any person by virtue of Section 11 of the Gasworks Clauses Act, 1871.

(2) For the purposes of this Section the Company, subject to the provisions of Section 22 of the Gasworks Clauses Act, 1871, shall have and may exercise the like powers of entry as are exercisable under that Section.

37. In any case in which in consequence of any default on the part of the occupier of any premises the Company have cut off the supply of gas to such premises, and the occupier so in default shall desire to resume such supply, he shall pay to the Company the expenses of reconnecting the supply, and the Company shall not be under any obligation to supply gas to such occupier until he shall have made good the default and paid such expenses.

38. The power to enter premises and remove pipes, meters and fittings or apparatus conferred upon the Company by Section 22 of the Gasworks Clauses Act, 1871, shall extend to all cases in which any person entering into occupation of any premises previously supplied with gas by the Company shall not require to take a supply of gas from the Company or to hire all or any of the pipes, meters, fittings or apparatus belonging to the Company.

39. If a person requiring a supply of gas from the Company has previously quitted premises at which gas was supplied to him by the Company without paying to them all gas charges and meter rents due from him to the Company, they may refuse to furnish to him a supply of gas until he pays the same.

40. A notice to the Company from a consumer for the discontinuance of a supply of gas shall not be of any effect unless it be in writing signed by or on behalf of the consumer and be left at or sent by post to the office of the Company, or be given by the consumer personally at the office of the Company.

41. The Company may within the limits of supply lay down and repair, take up, relay or renew mains, pipes and culverts for the purpose of procuring, conducting, or disposing of any oil or other materials used by them in or resulting from the manufacture of gas or any residual products thereof, or for any purpose connected with their undertaking, and the provisions of the Gasworks Clauses Act, 1847, with respect to the breaking up of streets for the purpose of laying pipes and for the protection of pipes when laid, so far as they are applicable for the purpose of this Section, shall extend and apply mutatis mutandis to and for the purposes thereof.

42. (1) The Company may by notice in writing require a consumer of gas supplied by the Company and used for the working of an engine to fix and use an efficient anti-fluctuator in a suitable position upon the premises upon which the engine is in use, or to keep any anti-fluctuator fixed and used by the consumer in proper order and repair at all times while in use, or to repair, renew or replace an anti-fluctuator which is not in proper order or repair.

(2) If the consumer after any such notice as aforesaid fails to fix and use an efficient anti-fluctuator or to keep an anti-fluctuator in proper order and repair, or to repair, renew or replace, an anti-fluctuator which is not in proper order and repair, the Company may cease to supply him with gas.

(3) The Company may at all reasonable times demand and shall thereupon have access to any anti-fluctuator fixed upon any premises to which gas is supplied by the Company, and for the purpose of ascertaining whether the anti-fluctuator is efficient and in proper order and repair may take off, remove, test and inspect the anti-fluctuator, such taking off, removing, testing and inspecting to be done at the expense of the Company if the anti-fluctuator be found efficient and in proper order, but otherwise at the expense of the consumer.

(4) For the purposes of this Section an "anti-fluctuator" means an apparatus for the purpose of controlling and regulating the supply of gas to any engine and preventing any inconvenience or danger from the intermittent consumption of gas by the engine.

43. (1) Every consumer of gas supplied by the Company who uses air at high pressure for or in connection with the consumption of such gas (in this Section referred to as "high-pressure air") shall, if required to do so by the Company, provide and fix in a suitable position and use an efficient valve or other appliance for preventing the admission of such air into the service pipe or any main through which such gas is supplied, and shall at all times at his own expense keep in proper order and repair any such valve or other appliance as aforesaid which shall have been provided and fixed whether upon such requirement or otherwise.

(2) It shall not be lawful for any consumer at any time after the date of this order to commence to use high-pressure air unless and until he shall have given to the Company not less than fourteen days' previous notice in writing of his intention to do so.

(3) Every consumer who at the date of the receipt by him of any such demand note as is referred to in paragraph (a) of Sub-section (5) of this Section is using high-pressure air shall within one month after that date give to the Company notice in writing of such use, and if within one month after the giving of such notice the Company require the consumer giving the same to provide and fix such a valve or other appliance as aforesaid, it shall not be lawful for him after the expiration of fourteen days from the receipt of the requirement to continue to use high-pressure air unless before such expiration he shall have complied with the requirement.

(4) If any consumer shall fail to comply with any requirement of the Company, or any obligation under this Section, the Company may cease to supply gas to him, and shall not be under any obligation to resume such supply until the default shall have been remedied to their satisfaction.

(5) The Company shall give notice of the effect of the foregoing provisions of this Section:—

(a) (in the case of all persons who at the date of this order are consumers of gas supplied by the Company) on the demand notes for gas charges payable to the Company issued next after that date; and

(b) (in the case of any person becoming after the date of this order a consumer of gas supplied by the Company) on the first of such demand notes delivered to such person after he shall have become a consumer.

(6) The Company shall have access at all reasonable times to all premises supplied by them with gas in or upon which high-pressure air is used, or the Company have reason to believe that high-pressure air is or may at the time be used, in order to ascertain whether any such valve or appliance as aforesaid is efficient or is in proper order and repair, or whether such valve or appliance is provided and fixed where necessary.

(7) The Company shall be at liberty to take off, remove, test, inspect and replace any such valve or other appliance as aforesaid, such taking off, removing, testing, inspecting and replacing to be done at the expense of the Company if the valve or other appliance be found in proper order, but otherwise at the expense of the consumer.

44. In the event of any meter used by a consumer of gas being tested in manner provided by the Sale of Gas Act, 1859, or any other enactment relating thereto, and being proved to register erroneously within the meaning of the said Act, such erroneous registration shall be deemed to have first arisen during the then last preceding quarter of the year, unless it be proved to have first arisen during the then current quarter. The amount of the allowance to be made to or of the surcharge to be made upon the consumer by the Company shall be paid by or to the Company to or by the consumer, as the case may be, and shall be recoverable in the like manner as gas charges are recoverable by the Company.

45. The Company may contract with any local authority, company, or persons for the supply by the Company to them or for the supply to the Company by them of gas in bulk upon such terms and conditions as may be agreed upon, but nothing in this Section shall authorise the Company to lay any mains or interfere with any street beyond the limits of supply.

46. The Company may, subject to the provisions of this Order, but only for the purposes of the undertaking, and not so as to acquire any exclusive right therein, contract for, take and use any licence or authority granting any right or privilege of working, using or vending any invention subject to letters patent in relation to the manufacture, supply or distribution of gas, or the conversion, manufacture or utilisation of residual products obtainable in or arising from such manufacture, or from the materials used therein.

47. The Directors may, if they think fit, in any year appropriate out of the revenue of the undertaking, as part of the expenditure on revenue account, any sum necessary to exercise and may exercise the following powers (that is to say) :—

(1) The Directors may grant such gratuities, pensions or allowances, or make such other payments as they may think fit to any employees of the Company, or where, in any particular case no adequate provision is, in their opinion, otherwise made, to the widow or family or any dependant of an employee.

(2) The Directors may enter into and carry into effect agreements with any insurance company or other association or company for securing to any such employee, widow, family, or dependant such gratuities, pensions, allowances or payments as are by this Section authorised to be granted or made.

(3) The Directors may subscribe or make donations to any fund raised in case of national emergency, or to infirmaries or hospitals and to convalescent homes and other institutions and objects, or to the benevolent co-partnership and sick funds of the employees of the Company.

(4) In this Section the word "employee" includes any officer or servant.

48. The Company may purchase or take on lease houses, cottages and other buildings for persons in their employ, and offices, showrooms, and other buildings for the purposes of the undertaking, and may erect, fit up, maintain and let any such building upon any lands for the time being belonging or leased to the Company.

49. (1) The Directors may, if they think fit, in any year after the appointed day, appropriate out of the revenue of the undertaking as part of the expenditure on revenue account any sum not exceeding an amount equal to one per centum of the capital for the time being expended by the Company for the purposes of the gas undertaking to a fund to be called "the renewal fund."

(2) The renewal fund shall be applicable only to meet expenses incurred by reason of accidents, strikes or circumstances which due care and management could not have prevented, and for expenses in respect of the undertaking requisite for the maintenance and renewal of plant and works (other than expenses incurred in the replacement or removal of plant and works), and shall be so applied from time to time for the purpose of equalising so far as practicable the annual charge to revenue in respect of such expenses.

(3) The maximum amount standing to the credit of the renewal fund shall not at any time exceed an amount equal to one-twentieth part of the capital for the time being expended by the Company for the purposes of the undertaking.

50. (1) The Directors may, if they think fit, in any year set apart out of the clear profits of the undertaking such sums as they may determine, and any sum so set apart may from time to time be invested in Government or other securities, and the dividends and interest arising from such securities may also be invested in the same or like securities in order that the same may accumulate at compound interest until the fund so formed amounts to a sum equal to one-tenth part of the nominal capital of the Company, which sum shall form a reserve fund to answer any deficiency which may at any time happen in the amount of divisible profits, or to meet any extraordinary claim or demand which may at any time arise against the Company, and if such fund be at any time reduced it may thereafter be again restored to the said sum, and so from time to time as often as such reduction shall happen: Provided that no sum of money shall be taken from the said fund for the purpose of meeting any extraordinary claim unless it be first decided by the Minister that the sum so proposed to be taken is required for the purpose of meeting any extraordinary claim within the meaning of this Section. The money or securities standing to the credit of any reserve fund of the Company at the date of this Order shall be credited to this fund.

(2) When the reserve fund shall by accumulation or otherwise amount to one-tenth part of the nominal capital of the Company, the interest and dividends thereon shall no longer be invested, but shall be applied to any of the general purposes of the undertaking to which the profits of the Company are applicable.

(3) If in any year the divisible profits of the Company shall not amount to the authorised rates, such sum may be taken from the reserve fund as with the actual divisible profits of the year will enable the Company to make a dividend at the authorised rates, including the dividend on the preference capital (if any), and so from time to time as often as the occasion may require.

51. (1) Where any person has for the purposes of a stand-by only a supply of gas laid on by the Company to any premises used for trade or business purposes for which he has at the same time a separate supply of electricity or gas for power or other purposes, the Company shall be entitled to charge and receive from him in respect of the supply of gas so laid on such minimum sum as shall be fixed by the Company, not exceeding twenty-five shillings for any one quarter of a year, notwithstanding that the ordinary charge for the gas actually consumed in such quarter would amount to a lesser sum:

Provided that in fixing the amount of such minimum charge the Company shall have regard to the probable maximum supply of gas which might at any time be required for such premises.

(2) The provisions of this Section shall not apply to any supply of gas required for domestic purposes.

52. If any difference arise between the Company and any road authority or railway, canal or other company whose lands or works the Company have power to cross under the authority of this Order as to the mode of laying down, repairing, altering or enlarging their mains, pipes or other works in, over or upon such lands or works, or the facilities to be afforded for the same, such difference shall be settled by an engineer or other fit person to be appointed by the Minister at the request of either party.

53. (1) The following Sections shall be repealed without prejudice to anything already done thereunder (that is to say):—

The Act of 1879—Sections

(2) The following Sections shall be amended to the extent herein specified:—

The Act of 1879—

Section 46. For "shareholders" read "holders of stock."

Section 47. Insert "or stockholders" after "shareholders."

Section 48. For "five" read "three."

Section 50. Delete "and" and add "and if the number of Directors be reduced below five the quorum shall be two."

(3) Section 70 of the Act of 1879 is hereby repealed and the following Section shall be substituted therefor:—

Auditors

(1) The Company shall annually appoint one person or two persons, or a firm of accountants who shall be a member or members of the Institute of Chartered Accountants or the Society of Incorporated Accountants and Auditors, or an accountant or accountants approved by the Minister, to be the auditor or auditors of the Company.

(2) It shall not be necessary for any auditor to hold any stock in the Company.

(3) No person not being a retiring auditor of the Company shall be eligible to be elected at any general meeting an auditor of the Company unless notice be given in writing to the Secretary or left at the principal office of the Company seven days at least before the date of the meeting that such person will be proposed for election as an auditor of the Company. The Secretary shall on receipt of any such notice send a copy thereof to the retiring auditor, and during such seven days and the day of election keep a copy of the notice fixed in some conspicuous place in the said office.

(4) In the event of the death or resignation of any auditor of the Company the Directors may appoint an auditor in the place of the auditor so dying or resigning, and any auditor so appointed shall hold office until the next shareholders' meeting.

54. (1) The Directors may, with the sanction of a majority of the proprietors of the Company present personally or by proxy and entitled to vote and voting at a general meeting of the Company, prepare, put in force, and from time to time modify, alter, or rescind a scheme or schemes enabling the employees, or any class or classes of the employees as may be defined in the scheme or schemes, to participate in the profits of the Company, or of any part of those profits, as part of the terms of remuneration for the services of any such employees:

Provided that no such modification, alteration or rescission of any such scheme or schemes shall have any retrospective effect so as to deprive any employee without his consent of any benefit accrued due to him under such scheme prior to the date of such modification, alteration or rescission.

(2) Any agreement as to service with any employee in pursuance of any such scheme may be entered into with any employee above the age of sixteen years, and shall be in writing, and may be made on the part of the Company under the hands of any two Directors, or under the hand of the Secretary, or of any person from time to time appointed in that behalf by resolution of the Directors.

(3) Notwithstanding anything in any Act or Order relating to the Company, the Directors may, if and whenever requested by any persons being the trustees under any such scheme so to do, issue to any employee such amount of consolidated stock (not being less than two pounds, nor including a fraction of five shillings) as the trustees may specify (being within the limit of the amount of consolidated stock which the Company may for the time being be authorised to issue) without first offering such stock for sale by public auction or tender. Provided that any consolidated stock issued under the provisions of this Section shall be issued at the market price of the same class of stock at the date of issue, or if there be no such market price at such price as shall be determined by the Company's auditor to be a fair price.

(4) The Directors may also in connection with any such scheme or otherwise accept on deposit on behalf of any employee any savings or other sums of money belonging to such employee, and pay interest thereon out of the revenue of the Company.

55. All costs, charges and expenses of and incidental to the applying for, preparing and obtaining this Order, and otherwise in relation thereto, shall be paid by the Company, and may be charged by the Company as part of their expenses on revenue account to the extent of one-fifth part of such costs, charges and expenses in any one year.

Dated the 25th day of July, 1929.

GORDON CAMPBELL,

Secretary,

Department of Industry and Commerce.

SCHEDULE

The foregoing Order shall, after the making by the Minister of an Order in pursuance of the provisions in that behalf therein contained prescribing a standard price for gas supplied by the Company, with sliding scale as to profits, and as from the specified date, be read and construed subject to the modifications following:—

Sections 31 to 34 of Gasworks Clauses Act, 1847, shall cease to be incorporated

(1) Sections 31 to 34 (both inclusive) of the Gasworks Clauses Act, 1847, and Section 50 of the foregoing Order shall not continue to be incorporated or to form part of the foregoing Order, and in construing the said Act for the purpose of the foregoing Order, Section 35 of the said Act shall be read and construed as though the words from "in case the whole" down to "have been paid," all inclusive, had been omitted therefrom, and as though the expression "the prescribed rate" included the authorised rate as defined by the foregoing Order, together with any sum which under the provisions of this Schedule might lawfully be carried to the special purposes fund.

Price of gas with sliding scale as to dividend.

(2) Notwithstanding anything contained in the foregoing Order or in the Acts incorporated therein, the standard price to be charged by the Company for gas supplied by them to private consumers by meter shall be the price prescribed by such Order of the Minister as aforesaid per therm :

Provided that the Company may increase or reduce the price so charged by them for gas above or below the standard price, subject to a reduction or increase in the dividends payable by the Company on the consolidated stock of the Company as follows:—

In respect of any quarter-year during any part of which the price charged by the Company shall have been above the standard price the dividends payable by the Company shall in respect of each one-fifth of a penny per therm or part thereof by which the price shall have been increased above the standard price be reduced below the standard rate of dividend by one shilling on every one hundred pounds of consolidated stock with an eight per centum standard rate of dividend, and so in proportion for any fraction of one hundred pounds: Provided that if and whenever under the provisions of this Sub-section the rate at which the dividend actually payable to the holders of the consolidated stock of the Company in respect of any quarter-year would be less than five per centum per annum, the Company or the Directors (as the case may be) may declare and pay out of any moneys available for the purpose a dividend on the said consolidated stock at any rate not exceeding five per centum per annum.

In respect of any quarter-year during the whole of which the price charged by the Company shall have been below the standard price the dividend payable by the Company may in respect of each one-fifth of a penny per therm by which the price shall have been reduced below the standard price be increased above the standard rate of dividend by one shilling on every one hundred pounds of consolidated stock with an eight per centum standard rate of dividend and so in proportion for any fraction of one hundred pounds.

Power to create a Special Purposes Fund.

(3) (i) The Directors of the Company may if they think fit in any year appropriate out of the revenue of the undertaking as part of the expenditure on revenue account any sum not exceeding an amount equal to one per centum of the paid-up capital of the Company, including premiums and money borrowed on mortgage of the undertaking, to a fund to be called the "special purposes fund."

(ii) The special purposes fund shall be applicable only to meet such charges as a chartered or incorporated accountant, being the auditor of the Company, or appointed by the Minister, shall approve as being:—

(a) expenses incurred by reason of accidents, strikes, or circumstances which due care and management could not have prevented; or

(b) expenses incurred in the replacement or removal of plant or works other than expenses requisite for maintenance and renewal of plant and works.

(iii) The maximum amount standing to the credit of the special purposes fund shall not at any time exceed an amount equal to one-tenth part of the paid-up capital of the Company, including premiums and moneys borrowed on mortgage of the undertaking.

(iv) The moneys forming the special purposes fund, or any portion thereof, may be invested in securities in which trustees are authorised by law to invest, or may be applied for the general purposes of the Company to which capital is properly applicable, or may be used partly in the one way or partly in the other.

(v) Resort may from time to time be had to the special purposes fund, notwithstanding that the sum standing to the credit of the fund is for the time being less than the maximum allowed by this Section.

Application of excess profits.

(4) If the clear profit of the undertaking in any year amount to a larger sum than is sufficient to pay the dividends on the preference capital (if any) and the dividends at the authorised rates on the consolidated stock of the Company and the arrears of dividends thereon, the excess shall be carried to the credit of the divisible profits of such undertaking for the next following year:

Provided that the sum so carried forward shall not in any case exceed the amount required to pay the total of the following amounts (that is to say):—

(a) the amount required by the Company for paying any dividends or interest which the Company are required or entitled to pay, but have not paid in respect of that year or previous years subsequent to 1924:

(b) an amount equal to the total sum which the Company would be lawfully entitled to distribute as dividends on their preference capital (if any) and consolidated stock in respect of the next following year, having regard to the price charged by them at the commencement of that year; and

(c) an amount equal to the total sum which the Company will be required to pay during the next following year as interest on moneys borrowed on mortgage of the undertaking.

Power to create a Reserve Fund and application thereof.

(5) When in any year the authorised dividends of the Company on its consolidated stock shall exceed the standard rates of dividends by reason of the price charged by the Company for gas in such year being below the standard price, then out of the divisible profits of the Company applicable to the payment of such excess of dividends the Company may in such year set apart such sum as they think fit, and all sums (if any) so set apart by the Company, and any reserve or other fund of a similar character of the Company existing at the specified date in relation to the undertaking, may be invested in securities in which trustees are authorised by law to invest, and the dividends and interest arising from such securities may also be invested in the same or like securities in order that the same may accumulate at compound interest, and the fund so formed shall be called the "reserve fund," and shall be applicable to the payment of dividends in any year in which the clear profits of the Company shall be insufficient to enable the Company in such year to pay the dividends at the authorised rates on the consolidated stock of the Company, and save as by this Schedule specially provided no sum shall in respect of the undertaking in any year be carried by the Company to any reserve fund. The money or securities standing to the credit of any depreciation and/or insurance and/or renewal fund of the Company at the date of an order pursuant to this Schedule, shall be credited to this fund.

Saving of existing contracts.

(6) Nothing in this Schedule contained shall alter, vary or affect any contract or agreement duly made or any liability incurred or notice given before the specified date with respect to the gasworks of or the supply of gas by the company.