S.I. No. 422/1948 - Cork Gas Consumers' Company-Statutory Powers.

S.I. No. 422 of 1948.CORK GAS CONSUMERS' COMPANY—STATUTORY POWERS.

CORK GAS CONSUMERS' COMPANY—STATUTORY POWERS.

ARRANGEMENT OF ARTICLES.

S.I. No. 422 of 1948.

CORK GAS CONSUMERS' COMPANY—STATUTORY POWERS.

(SPECIAL ORDER).

DATED 22nd DAY OF DECEMBER, 1948, MADE BY THE MINISTER FOR INDUSTRY AND COMMERCE UNDER SECTION 10 OF THE GAS REGULATION ACT, 1920, ON THE APPLICATION OF THE CORK GAS CONSUMERS' COMPANY.

I, DANIEL MORRISSEY, Minister for Industry and Commerce, in exercise of the powers conferred on me by Section 10 of the Gas Regulation Act, 1920, and of every and any other power me in this behalf enabling, hereby order as follows, that is to say :—

1 Short title, commencement and collective citation.

1. (1) This Order may be cited as the Cork Gas Order, 1948, and shall come into operation on the 22nd day of December, 1948.

(2) The Cork Gas Act, 1868, the Cork Gas (Charges) Order, 1922

(Statutory Rules and Orders No. 1 of 1922), the Cork Gas Order, 1940 (Statutory Rules and Orders, No. 181 of 1940) and this Order may be cited together as the Cork Gas Act and Orders, 1868 to 1948.

2 Application of Acts.

2. (1) The following enactments so far as the same are applicable for the purpose 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 Article 1 of this Order, except where expressly varied by this Order, are hereby incorporated with this Order, namely :—

The Companies Clauses Consolidation Act, 1845; parts I, II and III of the Companies Clauses Act, 1863, 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 ;

the Gasworks Clauses Act, 1871 ;

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 1868, the Order of 1940 and this Order—

section 13 shall be construed 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 Interpretation Act, 1937 (No. 38 of 1937) applies to this Order.

3 Interpretation.

3. 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, 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 1868 " means the Cork Gas Act, 1868 ;

" the Order of 1940 " means the Cork Gas Order, 1940 ;

" the company " means the Cork Gas Consumers' Company ;

" the Undertaking " means the Undertaking authorised by the Act of 1868, the Order of 1940 and this Order, and shall include the gasworks and works connected therewith by the Act of 1868 and the Order of 1940 authorised to be maintained and constructed ;

" the Minister " means the Minister for Industry and Commerce ;

" the Directors " means the Directors of the Company.

4 Power to borrow.

4. Notwithstanding anything in any Act or Order relating to the Company, the Company may from time to time subject to the provisions of this Order borrow for the purpose of the undertaking on mortgage of the undertaking or by the creation and issue of debentures or debenture stock any amount not exceeding in the whole (when added to any money so borrowed and outstanding at the date or respective dates on which the Company exercises such powers) the sum of one hundred and fifty thousand pounds being the aggregate amount of the paid-up share capital of the Company as at the 31st day of August, 1947, but it shall not be necessary for the Company to obtain the certificate of a Justice under section 40 of the Companies Clauses Consolidation Act, 1845, in connection with or as a condition of any such borrowing or the creation and issue of any such debenture or debenture stock.

5 Debenture Stock.

5. The Company may create and issue debenture stock subject to the provisions of Part III of the Companies Clauses Act, 1863,provided that the Company shall not without the consent of the Minister pay interest at a higher rate than four pounds per centum per annum in respect of any debenture stock to be issued under the authority of this Order.

6 Company may issue redeemable debenture stock.

6. (1) The Company may from time to time, notwithstanding the provisions of any Act or Order relating to the Company, raise by the issue of redeemable debenture stock any money which the Company are or may for the time being be authorised whether under this Order or any other Act or Order to raise by the issue of debenture stock, subject to the condition that such redeemable debenture stock shall be redeemed by the Company at such times and in such manner and on such terms and conditions as may be expressed on the certificates of such debenture stock.

(2) It shall be lawful for the Company from time to time, notwithstanding the provisions of any Act or Order relating to the Company to create and issue new debenture stock whether redeemable or otherwise to such amount as may be necessary to provide money for the redemption or purchase of any redeemable debenture stock, or to reissue any debenture stock which has been redeemed under the provisions of this Article, or to issue any such new debenture stock for the purpose of redemption of or in substitution for any such redeemable debenture stock.

(3) The provisions of this Order or any previous Order or Act relating to the mode of issue of shares, stock or debenture stock of the Company shall not apply to the issue to the holder of any redeemable debenture stock of any such new debenture stock by way of redemption of or in substitution for such redeemable debenture stock, and such new debenture stock may be issued direct to such holder.

(4) The proceeds of any issue under paragraph (2) of this Article shall be applied for the redemption at maturity of any redeemable debenture stock for the redemption of which such issue was made, but may if the Directors think fit be also at any time applied in the purchase of any such debenture stock at a price not exceeding the redemption price, and any debenture stock so purchased shall be cancelled.

(5) The creation of new debenture stock under the provisions of paragraph (2) of this Article and the issue of new debenture stock so created shall not be deemed to be an increase of the borrowing powers of the Company, but in determining for the purposes of their accounts for the year in which any such new debenture stock has been issued and for each subsequent year the nominal amount of loan capital issued the Company shall make all such adjustments of the said nominal amount as shall be necessary in order to show the actual nominal amount of loan capital for the time being issued.

7 Redemption Fund.

7. (1) The Directors may, if they think fit, in any calendar year after the date of this Order, before distributing any dividend to the Company's shareholders, set aside out of the clear profits of the Company a sum not exceeding ten thousand pounds, and the sums so from time to time set aside shall be and form a redemption fund.

(2) The Directors shall apply the said redemption fund at such times and in such manner and in such sums as they shall think fit in redeeming the whole or any part of any loan, mortgage, debenture or debenture stock raised or created by the Company under the Act of 1868 or this Order.

8 Priority of mortgages, debentures and debenture stock over other debts.

8. All money raised or to be raised by the Company under the Act of 1868 or this Order, either on mortgage or by the issue of debentures or 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 Lands 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, debentures or debenture stock.

9 Priority of existing mortgages.

9. All mortgages granted or debenture stock issued by the Company in pursuance of the Act of 1868 and subsisting at the date of this Order shall during the continuance thereof have priority over all mortgages granted in pursuance of this Order.

10 Appointment of Receiver.

10. The provisions of section 26 (Arrears may be enforced by the appointment of Receiver) of the Act of 1868 shall with the requisite modifications apply in relation to money raised by virtue of this Order as they apply in relation to money raised by virtue of the Act of 1868.

11 Power to grant pensions etc.

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

(a) 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;

(b) 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 Article authorised to be granted or made;

(c) 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.

(2) In this Article the word " employee " includes any officer or other servant.

12 Profit sharing.

12. (1) The Directors may, with the sanction of a majority of the shareholders 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 in any part of those profits, as part of the terms of remuneration for the services of any such employees.

(2) No such modification, alteration or rescission of any such scheme or schemes shall have such retrospective effect 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.

(3) 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.

(4) 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 number of shares in the Company as the trustees may specify (being within the limits of the Capital which the Company may for the time being be authorised to raise by the creation and issue of new shares) without first offering such shares to the then shareholders or for sale by public auction or tender but any shares issued under the provisions of this Article shall be issued at the market price of the same class of shares at the date of issue, or if there be no such market price at such price as shall be determined by one of the Company's auditors to be a fair price.

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

13 Closing of transfer books.

13. (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, debentures 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 advertising in a newspaper circulating within the limits of supply.

(2) Any transfer of shares, mortgages, debentures or debenture stock lodged for registration during the time when the register of transfers of such securities 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.

14 Appointment of proxies.

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

15 Joint holders.

15. Notwithstanding anything contained in the Companies Clauses Consolidation Act, 1845, where several persons are jointly entitled to and registered as holders of any share, any one of those persons may vote at any meeting either personally or by proxy in respect of the share 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 share shall alone be entitled to vote in respect thereof.

16 Remuneration of Secretary, etc.

16. 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.

17 Construction and placing of pipes etc. between mains.

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

(a) 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;

(b) 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;

(c) 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;

(d) 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 mains, but within the outside wall of the building;

(e) 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 and 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 Article, the Company may refuse to supply gas to the premises until the provisions of this Article have been complied with;

(f) any person to whom the Company refuses a supply of gas under the provisions of this Article may appeal to a Justice of the District Court having jurisdiction in the district in which the premises are situate against such refusal, and the Court may, after hearing the partiesand considering any questions as to the reasonableness of the Company's specification, make such order as seems to it proper in the circumstances, and may order by which of the parties the costs of and incidental to the appeal shall be paid.

18 ..

18. 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 and in respect of the fencing, lighting and reinstatement of streets, so far as they are applicable for the purpose of this Article, shall extend and apply mutatis mutandis to and for the purposes thereof.

19 ..

19. (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 on 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 purpose of this Article 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.

20 Mode of cutting off supplies.

20. (1) In any case in which the Company are by virtue of any enactment or Order 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 discontinue 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, but if and so soon as the matter complained of shall have been remedied, nothing in this Article shall prejudice or interfere with the rights vested in any person by virtue of section 11 of the Gasworks Clauses Act, 1871.

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

21 Removal of fittings where gas supply discontinued.

21. 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.

22 Immunity from distress etc. of gas fittings let for hire.

22. Any fittings or other matters or things let for hire under the provisions of section 6 of the Act of 1868 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.

23 Amendment of Act of 1868.

23. The Act of 1868 is hereby amended by the deletion of section 27 and section 57.

24 Cost of Order.

24. 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).

GIVEN under my Official Seal this 22nd day of December, 1948.

(Signed) DANIEL MORRISSEY,

Minister for Industry and Commerce.