in the company and were desirous of preserving it, might for the benefit of the company, and their own benefit, have placed at the disposal of the company shares which had been to all intents and purposes actually paid up. For these reasons, and the reasons which have been so fully explained by the noble and learned Lords who have preceded me, I agree in thinking that the appeal ought to be allowed.

Lord MORRIS and Lord SHAND concurred.

Orders appealed from reversed. The respondent to pay to the appellant the costs both here and below.

Solicitors for the appellant, Romer and Haslam. Solicitors for the respondent, Gush, Phillips, Walters, and Williams.

Judicial Committee of the Privy Council.

Feb. 4 and 26.

(Present: The Right Hon. the LORD CHANCELLOR (Halsbury), Lords WATSON, HOBHOUSE, MACNAGHTEN, MORRIS, SHAND, and DAVEY, and Sir R. COUCH.)

HAMINI AND OTHERS v. TILLEKERATNE. (a)

ON APPEAL FROM THE SUPREME COURT OF THE ISLAND OF CEYLON.

Law of Ceylon-Construction of will-Fidei commissum-Survivorship—Ordinance No. 21 of 1844, No. 10 of 1863, and No. 7 of 1871. Where a will gave the whole of one moiety of the estate to three persons, grandchildren of the testator, jointly, with benefit of survivorship and substitution of their descendants as fidei commissum :

Held, that it created one fidei commissum only, and that the heir-at-law of a great-grandchild deceased, not being in the direct line of descent from the testator, had no title so long as any person was in existence who could show a title either as an institute or a substitute under the provisions of the will.

The Ordinances No. 21, of 1844, No. 10 of 1863, and No. 7 of 1871, do not alter the law of fidei commissum.

Judgment of the court below reversed.

THIS was an appeal from a judgment of the Supreme Court of Ceylon (Lawrie and Withers, JJ., Browne, J. dissenting), who had reversed a judgment of the district court.

The facts appear fully from the judgment of their Lordships.

The respondent did not appear, and the appeal was heard ex parte.

Crackanthorpe, Q.C. and Rawlins, Q.C. appeared for the appellants, and argued that a fidei commissum was clearly created by the will, and Isabella, the great-grandchild of the testator, took her share of the estate burdened with the trust, and on her death intestate and without issue it reverted to the heirs of the testator, not to her administrator, as it was never vested in her absolutely. As to the Roman Dutch law of joint wills by husband and wife, see

Denysen v. Mostert, L. Rep. 4 P. C. 236.

(a) Reported by C. E. MALDEN, Esq., Barrister-at-Law.

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Grotius Introduction to Dutch Jurisprudence, Bk. II., c. xx., s. 11 (p. 153, Maasdorp's Translation, 1878);

Van Leeuwen Com. on Roman Dutch Law, Bk. IIL, c. viii., p. 375 (Kotzé's Translation, 1881), Bk. III, c. xii., p. 424;

Van Leeuwen "Censura Forensis," Bk. III., c. xi, 8. 7;

Burge's Commentaries on Colonial Law, vol. 2, p. 105;

Van der Linden Institutes of the Laws of Holland, p. 64 (Juta's Translation).

The law as to fidei commissum is not affected by Ordinance 21 of 1844, which was relied on in the court below, or by Ordinance 10 of 1863, or Ordinance 7 of 1871.

At the conclusion of the arguments for the appellants, their Lordships took time to consider their judgment.

Feb. 26.-Their Lordships' judgment was delivered by

Lord WATSON.-Simon Gomes Appohami and Maria Regina, Perera Hamini, two Cinghalese spouses, executed a joint will disposing of their whole estate real and personal, in Nov. 1858, at which time their issue consisted of one unmarried daughter, and the three children of a daughter deceased. The marriage was dissolved by the death of Simon Gomes in 1865. His widow died in the year 1873. By the will it was provided. that all the property belonging to the testators, after payment of the debts which they had incurred, should be possessed by the survivor of them; after which the three children of Ana Catherina Gomes Lama Ettena (the deceased of our two children), viz., Dona Johana Maria Abyasekera Hamini, son of John Paulus Abayasekera Appohami, and Dona Leysa Abayasekera Hamini, these three and our second daughter Maria Marsina Gomes Lama Ettena; the three children of the aforesaid daughter, and the second daughter shall divide into two and inherit according to custom, and they and their descendants possess, without interruption. Furthermore, if there remain any balance still due after our paying the said debt during our lifetime from the income of the property, the same shall be paid by selling the lands situated beyond the gravets of Colombo. Should there be a balance still remaining due, it is directed that the same shall be paid by selling a land situated at Colombo which the children do not wish to retain; and moreover after the said debt is satisfied, the other lands within the gravets of Colombo are created fidei commissum, so that they may not be sold, mortgaged, or in any way alienated, and in order that the said power (fidei commissum) may be effectual, we direct that the heirs shall pay to Saint Joseph's Church, at Colombo, the sum of five shillings annually." Two other bequests are made by the will; but the passage quoted contains the whole provisions which have any bearing upon the matter of this appeal. At the death of the surviving testator, all the descendants appointed

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The

nominatim to take in that event were alive, with the single exception of John Paulus, the grandson, who died in Nov. 1868, leaving an only child Isabella. Upon the determination of the surviving spouse's usufruct, it appears that probate of the will was obtained, and that thereafter their daughter entered into possession of the moiety destined to her, whilst one-third share of the remaining moiety was possessed by each of their two surviving grandchildren, and by their great grandchild Isabella who took the share of which her father was the institute. Isabella died unmarried and intestate in Oct. 1873, and the share which she had enjoyed was taken possession of, and was held by the appellants Dona Maria and Dona Leysa, her paternal aunts, until Aug. 1892, when the present action was brought against them, before the District Court of Colombo, by the respondent, who is married to the widow of the deceased John Paulus. The action is in the nature of an ejectment suit; and the plaintiff's title consists of letters of administration duly appointing him to administer the estate of his stepdaughter Isabella. His success must therefore depend upon his being able to establish that, at the time of her death in 1873, a beneficial interest in the one-third of the moiety which is in question had vested absolutely in Isabella, and was descendible to her heirs ab intestato. judge of the District Court, Mr. D. F. Browne, dismissed the action with costs; the learned judge holding that the descent of the share in dispute continued, after the death of Isabella, to be governed by the fidei commissum. On appeal to the High Court, his decision was set aside, and judgment entered for the respondent, by Lawrie and Withers, JJ., who were of opinion that the share had vested absolutely in Isabella, unaffected by the trusts of the will. The case was heard, in review, by a full bench consisting of Lawrie and Withers, JJ., together with Mr. D. F. Browne, acting as a puisne judge, when, all the learned judges retaining their original views, the order of of the High Court was confirmed. The present appeal having been heard ex parte, their Lordships think it right to notice that, in his first judgment, Lawrie, J. directed attention to the fact that neither in the respondent's plaint, nor in the defence is there any averment to the effect that the lands in controversy are situated within the gravets of Colombo, although, if not so situated, they would not be within the terms of the fidei commissum. There is no doubt a defect of averment upon that point; but, on the other hand, the pleadings of both parties appear to their Lordships to be expressly framed upon the assumption that the lands are within the fidei commissum, and that according to its construction one way or another, the rights of the litigants must be determined. Their Lordships also find that Withers, J. in his original judgment, states, that, "the lands referred to are within the gravets of Colombo, and are admittedly the subject of a fidei commissum"; and, that the opinions delivered, on a rehearing, by the three learned judges, all proceed upon that footing. In these circumstances, their Lordships are satisfied that the appellants are entitled to have the case disposed of, upon the same footing, in this appeal. Apart from the provisions of certain ordinances enacted by the Governor of Ceylon with the advice and consent of the Legislative Council, to

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which they will subsequently refer, the conflicting claims of the appellants and the respondent appear to their Lordships to depend, not upon any disputed principle of the Roman-Dutch law, but upon the construction of that part of the will which regulates the destination of that moiety of the testators' estate which was devised to the three children of their deceased daughter, and their descendants. If the will constitutes three fidei commissa, severally applicable to the shares destined to each of these children, the respondent would be entitled to prevail; because, in that case, the descendants of John Paulus having become extinct in her person, the share of Isabella was unaffected by any substitution, and therefore belonged to her in fee. On the other hand, if the entire moiety was the subject of the fidei commissum, the right of Isabella was, at the time of her death, burdened with a substitution in favour of the institutes and the lineal descendants of the institutes, and no interest in the share which she enjoyed passed to her heir-at-law. There being no controversy raised in this suit with regard to the moiety possessed by Maria Marsina, the daughter of the testators, it is unnecessary to consider whether both moieties of the estate are included in the same fidei commissum, or are the subjects of separate fidei commissa. Their Lordships have had little difficulty in coming to the conclusion that, according to the terms of the will, the entire moiety settled upon grandchildren is made the subject of one and the same fidei commissum. The bequest is not in the form of a disposition of one-third share of the whole to each of the institutes, but of a gift of the whole to the three institutes jointly, with benefit of survivorship, and with substitution of their descendants. Following the terms of the gift, the substitution must be read as referring to the whole estate settled upon the institutes as a class. The words "and inherit according to custom were obviously not meant to imply that the estate was to devolve in terms of law, so as to defeat the interests of heirs-substitute. They refer to the succession, not of the substituted heirs, but of the institutes, and simply indicate that the shares bequeathed to them are the same which they would have taken had there been no will. Their Lordships are accordingly of opinion that no right of succession could arise on her decease to the heirs-at-law of Isabella who were not in the direct line of descent from the testators, so long as any person was in existence who could show a title either as an institute or as a substitute under the provisions of the will. It appears to have been argued in the court below on behalf of the respondent, that assuming the effect of the will to be that which their Lordships have just indicated, the law has been altered by ordinances relating to the rights of joint tenants, so as to give Isabella an absolute fee of the third share which she possessed. The ordinances relating to the matter of joint tenancy are, No. 21 of 1844, No. 10 of 1863, and No. 7 of 1871. Lawrie, J. does not refer to or rely upon any of these enactments as a ground of judgment; but Withers, J. was of opinion that, under the provision of the ordinance of 1844, the destination of the will must be regarded as a devise to tenants in common, sine jure accrescendi. Sect. 7 of the first of these ordinances enacts that when the owner of any landed property, or of an undivided share or

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interest in any such property shall die, after the ordinance shall commence and take effect, and two or more persons become co-proprietors of undivided shares or interests in such property, whether under the will of such deceased owner, or as his heirs-at-law, it shall be the duty of the executor or administrator to make partition of the property among all the persons entitled to shares or interests therein, whether as devisees, or heirsat-law of the deceased. Sect. 2 of the Ordinance of 1863, provides that, when landed property shall "belong in common to two or more owners, it shall be competent to one or more of such owners to compel a partition of the property, and also that, if partition be impracticable, the court may direct a sale. Sect. 3 of the Ordinance of 1871, enacts that all property, whether moveable or immoveable, which any persons shall be possessed of, or entitled to, in equal undivided shares, as trustees, shall be held by such persons as joint tenants, with the right or quality of survivorship between or amongst them, in the same manner as subsists between or amongst joint tenants by the law of England; notwithstanding anything by the Ordinances No. 21 of 1844, and No. 10 of 1863, to the contrary provided. Not one of these enactments professes to deal with or alter the law of fidei commissum; and, in their Lordships' opinion, they cannot be construed as having that effect. The first and second of them appear to be limited to cases in which the persons interested, whether as joint tenants or as tenants in common, are full owners, and are not burdened with a fidei commissum; and, even if they were not held to be so limited, the partition which they authorise would not necessarily destroy a fidei commissum attaching to one or more of the shares before partition. The Ordinance of 1871 has no bearing upon the point, its enactments really being intended to prevent a lapse of trust title and administration, in the event of the death of one of a body of trustees holding equal undivided shares, although their title may not be that of joint tenants. Their Lordships will humbly advise Her Majesty to reverse the judgments appealed from, and to restore the judgment of the district court judge, with costs to the appellants in both courts below. The respondent must pay to the appellants their costs of this appeal.

Solicitors for the appellants, Clarke, Rawlins, and Co.

Feb. 2 and March 10.

(Present: The Right Hons. the LORD CHANCELLOR (Halsbury), Lords WATSON, HOBHOUSE, MACNaghten, MORRIS, SHAND, and DAVEY, and Sir R. COUCH.)

SALISBURY GOLD MINING COMPANY v. HATHORN AND OTHERS. (a)

ON APPEAL FROM THE SUPREME COURT OF THE COLONY OF NATAL,

Company - Articles of association - MeetingAdjournment-Powers of chairman. One of the articles of association of a limited company provided that, "The chairman may, with the consent of the members present at any meeting, adjourn the same."

Held, that the chairman was not bound to adjourn

(a) Reported by C. E. MALDEN, Esq., Barrister-at-Law.

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a meeting even though a majority of those present desired it; and that a resolution carried at such meeting after the chairman had rejected a motion, duly proposed and seconded, for adjournment was valid and effectual. Judgment of the court below reversed.

THIS was an appeal from an order of the Supreme Court of Natal (Gallwey, C.J., and Wragg, J., Beaumont, J. dissenting), dated the 17th Sept. 1895.

The appellant company was a joint stock company or partnership formed with limited liability under the Natal Statute "Law No. 10, 1864.”

The partnership was governed by articles of association. The article material to this appeal is the 66th, which relates to general meetings of members, and is as follows:

66. The chairman may, with the consent of the members present at any meeting, adjourn the same from time to time, and from place to place, in Pietermaritz burg, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

The substantial question raised by the appeal was whether, under the said article, a meeting can be adjourned by the members not only without the concurrence, but against the will, of the chairman.

By art. 170 of the articles of association it is provided, that “ "the company may sue and be sued in any court of law in the name of the secretary.'

On the 20th July, 1895, the respondents Hathorn, Badock, Nathan, and Oliff, commenced proceedings in the Supreme Court by summons. wherein they professed to sue not only on behalf of themselves, but on behalf of all other shareholders in the company, against "Adolph Eicke in his capacity as secretary of the Salisbury Gold Mining Company, Limited." It would thus appear that the parties, plaintiffs and defendants in the action respectively, were identical.

On the 26th Aug. 1895 a declaration was lodged in the action. In such declaration the respondents alleged that an extraordinary or special general meeting of shareholders in the company was called for the 20th June 1895, but was adjourned in the absence of a quorum to the 9th July 1895; that the adjourned meeting was held on the 9th July 1895; that the meeting was called for the consideration and confirmation of a certain provisional agreement; that a motion in the nature of an amendment for the adjournment of the meeting from the 9th July to the 8th Nov. 1895 was duly made and seconded, and would (it is alleged), if put, have been carried; but the chairman of the meeting illegally and improperly declined to put the resolution, asserting that under art. 66 no such adjournment could take place without the consent of the chairman; that the motion for the confirmation was then put, and lost on a show of hands, but carried upon a ballot.

The relief claimed in the declaration was:

(1.) A declaration that the motion for the adjournment of the meeting held on the 9th July 1895, until the 8th Nov. 1895, should have been submitted to the vote of the shareholders present at the meeting, and that the action of the chairman in declining to put the motion for such adjournment was wrong and contrary to law.

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The rest of the relief claimed was dependent upon the court taking the view set forth in the declaration.

The appellants excepted to the declaration on grounds one of which was as follows:

The adjournment of the meeting in terms of art. 66 of the Articles of Association was in the discretion of the chairman, and there was no power in the members present at the meeting to carry an adjournment in disregard of the chairman.

The Court heard argument upon the exceptions, and on the 17th Sept. 1895 overruled the appellants' exceptions.

The judgments are reported in 16 Natal Law Rep. N. S. 193. The points argued, as appears from the judgments, were: (1) The question raised by the declaration claimed by the plaintiffs, and the defendants' exception above set out; (2) Whether the action was properly brought, and (3) Whether the court could interfere in matters relating to the internal management of the company.

The Court, by a majority, determined all the above points in the respondents' favour.

66

The appellants thereupon applied for leave to appeal to Her Majesty in Council from the said order, and such leave was granted by the court, after argument upon the respondents' contention that the decision was not "a final judgment, decree, or sentence," nor a rule or order having the effect of a final or definitive sentence," within the Order in Council of the 9th July 1870, relating to appeals from the Supreme Court of Natal. The Court (Gallwey, C.J. and Beaumont, J.; Wragg, J. dissenting), on the 26th Sept. 1895, overruled the respondents' contention. The judgments of the court are reported in 16 Natal Law Rep. N. S. 210.

The respondents thereupon petitioned Her Majesty in Council to rescind the said orders of the Supreme Court, giving leave to appeal, and to dismiss the petition of appeal. This petition came on to be heard by the Judicial Committee on the 9th May 1896, when the respondents' application was directed to stand over, and to come on with the appeal; and it was ordered that the appellants should be at liberty to apply (if necessary) at the hearing for special leave to appeal, and the costs were reserved.

Buckley, Q.C., Danckwerts, and Gwynne James, appeared for the appellants, and contended that the order of the 17th Sept. 1895 was a "final order" from which an appeal lay:

Trowell v. Shenton, 8 Ch. Div. 318, per Jessel,
M.R.

At any rate, the question is one of much importance, and special leave to appeal should be given. Israel Davis, for the respondents, argued that no appeal lay, and cited

Sauvageau v. Gauthier, 30 L. T. Rep. 510; L. Rep. 5 P. C. 494.

Under the circumstances, it appearing that the questions raised on the pleadings were of much importance, and that a determination of them might put an end to further litigation, their Lordships gave special leave to appeal, without

costs.

Buckley, Q.C., Danckwerts, and Gwynne James, for the appellants, on the merits, argued that the declaration disclosed no cause of action. The

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action was not properly brought, and does not lie, for the Supreme Court has no jurisdiction to interfere in the internal management of the company. In any case, the chairman was right in the view which he took of his powers, and his concurrence was necessary under the articles of association, for the adjournment of the meeting. They cited

Reg. v. D'Oyly, 12 A. & E. 139;

Macdougall v. Gardiner, 33 L. T. Rep. 521; 1 Ch.
Div. 13;

Ernest v. Loma Gold Mines, 75 L. T. Rep. 317;
(1897) 1 Ch. 1;

Waters v. Taylor, 15 Ves. 10.

Israel Davis, for the respondents, contended that the view taken in the court below was right. He referred to National Dwellings Company v. Sykes (1896) 3 Ch. 159) on the question of the power adjourn, and to Pender v. Lushington (6 Ch. Div. 70).

Buckley, Q.C. was heard in reply.

to

At the conclusion of the arguments their Lordships took time to consider their judgment.

March 10.-Their Lordships' judgment was delivered by

Lord HERSCHELL.-This appeal arises in an action brought by the respondents in the Supreme Court of the colony of Natal. They are duly registered shareholders in the company, against whose secretary, as representing the company, the action is brought. The respondents state in their declaration that they sue for and on behalf of themselves and all others the shareholders of the company. The declaration alleges that an extraordinary or special general meeting of shareholders was held at Pietermaritzburg on the 9th July 1895, and that the meeting was called for the purpose of enabling the shareholders to consider and if deemed expedient to confirm a provisional agreement said to have been entered into by the directors for the "floatation" of about fortynine claims of the Rand Mines Limited, and about thirty-three and three-quarter claims comprising the joint battery sites of the appellant company and the Jubilee Gold Company into a company to be registered under the Limited Liability Laws of the South African Republic. The company was to have a nominal capital of 275,000l. divided into 275,000 shares of 11. each. It was further alleged that the circular convening the meeting said that the shares would be dealt with as follows:(a) 80,000 shares shall be issued as fully paid-up to the Rand Mines Company; (b) 70,000 shares shall be issued as fully paid-up to this company and the Jubilee Gold Company; (c) 100,000 shares shall form the working capital of the new company the underwriting of which has been guaranteed by Messrs. Eckstein and Co. at par; (d) 25,000 shares will be held in reserve. The declaration then alleges that the chairman of directors of the appellant company, who presided at the meeting held on the 9th July, explained that under the provision (c) set out above Eckstein and Co. were to have the 100,000 shares allotted to them at par, and that such shares would not be allotted to the public or to the shareholders of the defendant company, who would have no opportunity of subscribing to the same, whereas the terms of provision (c) did not bear the interpretation put upon them by the chairman, and did not authorise the action which the directors

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contemplated taking in the event of the proposals being accepted. The declaration goes on to allege that a motion for the adjournment of the meeting of the 9th July 1895 until the 8th Nov. 1895 was duly made and seconded, and if put to the meeting would have been carried, but that the chairman illegally and improperly declined to put the resolution, asserting that under art. 66 of the articles of association of the appellant company no such adjournment could take place without the consent of the chairman, who thereupon put the motion for the confirmation of the provisional agreement specified in the circular, which was lost on a show of hands, but, a ballot being demanded, the company asserted that the confirmation was then carried. The declaration further alleges that all proxies used at the vote by ballot must have been given by shareholders the majority of whom reside in Europe or elsewhere beyond the borders of the colony, whose knowledge of the agreement submitted for confirmation must have been derived from the first circular convening the meeting. The plaintiffs claim—(1.) A declaration that the motion for the adjournment of the meeting held on the 9th July 1895, until the 8th Nov. 1895 should have been submitted to the vote of the shareholders present at the meeting, and that the action of the chairman in declining to put the motion for such adjournment was wrong and contrary to law. (2.) A declaration that such motion for adjournment, if duly put, would have been carried, and the meeting have been adjourned accordingly until the 8th Nov. 1895. (3.) An order of this honourable court declaring the adjournment of the said meeting for a period of four months from the date of the judgment in this action. (4.) That the resolutions which the defendant company purported to pass at the said meeting of the 9th July 1895, after the chairman refused to put the motion for adjournment, be declared void and invalid, and be set aside. And (5.) that the defendant company be interdicted from treating as valid and acting upon or carrying into effect any of such resolutions so pretended to have been passed. (6.) That the company should be interdicted from giving effect to any agreement by which Eckstein and Co. would be allowed to subscribe for 100,000 shares at par in the intended new company, and by which the shareholders of the appellant company would be debarred from subscribing to any portion of such capital contrary to the meaning and intent of provision (c.) as above set out. The company excepted to the declaration as showing no grounds of action in that-(a.) The adjournment of the meeting in terms of art. 66 of the articles of association was at the discretion of the chairman. (b.) The provisional agreement put before and dealt with by the meeting was the provisional agreement set out in the notice and in the declaration. (c.) It was not alleged in the declaration, nor is it the fact, that the resolutions against the carrying out of which an interdict was sought were outside the powers of the meeting. (d.) There was no averment in the declaration that the plaintiffs would sustain damage, or that any of their rights would be infringed by the carrying out of the resolutions. When the case came on for argument before the Supreme Court it was ordered that the company's exceptions to the plaintiffs' declaration should be and the same

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were thereby overruled. That decision was arrived at by Gallwey, C.J. and Wragg, J., Beaumont, J. dissenting. The Chief Justice and Wragg, J. expressed the opinion that the construction placed upon the 66th clause of the articles of association by the chairman was incorrect, whilst Beaumont, J. was of the contrary opinion. The Chief Justice appears

to have entertained the view that the refusal to put the motion for adjournment invalidated the subsequent proceedings. Wragg, J., however, reserved his opinion as to the effect of the chairman's action. An application was afterwards made to the Supreme Court for leave to appeal to Her Majesty in council, and the leave prayed for was granted by a majority of the court, Wragg, J. dissenting. It was contended before their Lordships that it was not a case in which it was competent for the court below to grant leave to appeal, inasmuch as the order against which the appeal was brought was not a final judgment, decision, or sentence, nor was it a rule or order having the effect of a final or definitive sentence. During the discussion of that point before their Lordships it became evident that, even if the order appealed against was not a final judgment, or an order having the effect of a definitive sentence, a point which has caused a difference of opinion in the court below, and is certainly open to doubt, the questions in controversy, on the face of the pleadings, are of much importance, and that a determination of them may put an end to further litigation. Under the circumstances, therefore, their Lordships thought it right without occupying further time in the discussion of the preliminary question, to recommend Her Majesty to give special leave to appeal. It may well be doubted whether in any view of the case the declaration discloses a good cause of action, but their Lordships think it desirable to pronounce judgment upon the construction of the 66th article, which it is asserted justified the course taken by the chairman, without expressing an opinion on the validity of the objection urged, that even if the chairman erred in not putting the motion for adjournment the action could not be sustained. The article is in these terms so far as material: "The chairman may, with the consent of the members present at any meeting, adjourn the same from time to time and place to place in Pietermaritzburg." Before discussing the language of that article, it is important to notice the provisions of the articles which immediately follow. By art. 67 it is provided that, "upon all questions a show of hands shall in the first instance be taken, and the question shall be decided by such show of hands unless upon or immediately after such show of hands a ballot be demanded in writing by at least five members personally present entitled to vote. but no ballot shall be allowed on a question of the adjournment of the meeting." The 68th article provides that when the vote is being taken by show of hands, each member present shall have one vote only, and proxies, as such, shall not be admitted to vote. Their Lordships are of opinion that upon the true construction of art. 66 the chairman is not bound to adjourn the meeting, even though a majority of those present desire the adjournment. If the intention had been that the majority of the members should have the right to adjourn the meeting whenever