Jersey Law 18/1989
JERSEY GAS COMPANY (JERSEY) LAW, 1989.
ARRANGEMENT OF
ARTICLES.
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PART I.
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INTERPRETATION.
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1.
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Interpretation.
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PART II.
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THE COMPANY, ITS
OBJECTS AND GENERAL POWERS.
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2.
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The Company.
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3.
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Objects of Company.
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4.
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General powers of Company.
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PART III.
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CAPITAL AND SHARES.
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5.
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Ordinary share capital.
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6.
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Preference shares.
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7.
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Redeemable preference shares.
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8.
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Share premium account.
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9.
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General provisions regarding shares.
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10
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Commissions.
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11.
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Commissions and discounts barred.
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12.
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Register of shareholders.
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13.
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Inspection of registers.
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14.
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Forfeiture of shares.
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PART IV.
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REGISTERED OFFICE,
REPRESENTATIVES, ETC.
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15.
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Registered office.
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16.
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Display of Company’s name.
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17.
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Form of contracts, representatives for immovable
property, etc.
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18.
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Proceedings by or against Company.
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19.
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Powers of attorney.
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PART V.
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GENERAL MEETINGS
AND NOTICES TO SHAREHOLDERS.
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20.
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Annual and extraordinary general meetings.
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21.
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Quorum.
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22.
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Votes at general meetings.
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23
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Special resolutions.
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24.
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Minutes.
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25.
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Service of notices.
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26.
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Authentication of notices.
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27
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When notices given.
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28.
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Notices to joint shareholders.
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PART VI.
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ADMINISTRATION AND
ACCOUNTS.
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29.
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Directors.
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30.
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Minutes of directors’ meetings.
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31.
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Indemnity of directors.
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32.
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Financial statements.
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33.
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Dividends payable on preference shares.
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34.
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Interim dividends.
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35.
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Closing of register of transfers.
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36.
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Excess profits.
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37.
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Accounts and audit.
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38.
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Dividends payable only from realised
profits.
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39.
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Capitalisation of profits.
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PART VII.
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BY-LAWS.
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40.
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By-laws.
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41.
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Provisional by-laws.
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42.
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By-laws receivable in evidence.
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PART VIII.
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INSPECTORS.
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43.
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Appointment of inspectors.
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44.
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Duties and powers of inspectors.
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45.
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Inspectors’ report.
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PART IX.
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SPECIFIC POWERS AND
DUTIES OF COMPANY WITH REGARD TO ITS OPERATIONS.
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46.
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Power to take up streets, etc.
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47.
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Powers with regard to private property.
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48.
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Notice to competent authority.
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49.
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Supervision by Committee.
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50
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Reinstatement and fencing.
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51.
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Non-compliance by Company.
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52.
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Consequences of failure or neglect by Company.
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53.
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Certain rights of competent authority not affected.
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PART X.
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SUPPLY OF GAS.
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54.
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Contracts for lighting and supply of gas.
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55.
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Obligation to supply gas and conditions of supply.
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56.
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Method of giving security.
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57.
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Standby gas supplies.
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58.
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Power to refuse to supply debtors in arrears.
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59.
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Placing of pipes and meters.
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60.
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Offence under this Part.
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PART XI.
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OFFENCES BY
COMPANY.
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61.
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Pollution by washings, etc.
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62.
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Escape of gas.
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63.
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Pollution of water by escaping gas.
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PART XII.
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QUALITY AND
PRESSURE OF GAS.
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64.
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Quality of gas.
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65.
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Pressure of gas.
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66.
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Control station and apparatus.
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67.
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Gas examiner.
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68.
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Offences under this Part.
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PART XIII.
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METERS.
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69.
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Company may require supply through meters.
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70.
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Company to supply meters.
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71.
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Stamping of meters.
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72.
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Apparatus for testing meters.
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73.
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Rules for testing meters.
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74.
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Tolerance of error in meters.
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75.
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Provisions incidental to testing of meters.
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76.
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Company’s authority to connect or disconnect
meters.
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77.
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Maintenance of meters.
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78.
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Hire of meters.
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79.
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Meters prima
facie evidence of gas consumed.
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PART XI.
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MATTERS ANCILLARY
TO SUPPLY OF GAS.
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80.
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Anti-fluctuators.
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81.
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Unlawful abstracting, etc., of gas.
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82.
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Unauthorised
equipment, etc., used in connexion with supply of
gas.
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83.
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Damage to pipes, etc.
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84.
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Property in gas fittings.
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85.
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Access to premises by Company.
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86.
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Right to stop supply of gas.
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87.
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Notice of discontinuance by consumer.
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88.
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Right of entry to remove gas fittings.
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89.
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Incoming occupier not normally liable for arrears.
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90.
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Gas tariffs.
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91.
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Power of States in connexion
with gas tariffs.
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PART XV.
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MISCELLANEOUS.
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92.
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General penalty and liability of directors, etc.
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93.
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Disputes between Company and gas examiner.
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94.
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Printed copy of Law to be kept.
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95.
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Restriction on Company ceasing gas
business or disposing of certain fixed assets.
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96.
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Conditions under which Company may be wound up.
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97.
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Purchase by States of Company’s undertaking.
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98.
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Restriction on offer by States to shareholders of
Company.
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99.
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Retrospective operation of Articles.
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100.
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Short title and repeal.
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FIRST SCHEDULE.
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Rules for testing quality and
pressure of gas.
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SECOND SCHEDULE.
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Procedure where States intend to
purchase a fixed asset of the Company essential to the production or supply
of mains gas.
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THIRD SCHEDULE.
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Procedure where States intend to
purchase the undertaking of the Company.
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JERSEY GAS COMPANY (JERSEY) LAW, 1989.
A LAW to
re-enact provisions concerning the constitution, organisation,
powers and duties of the Jersey Gas Company Limited, sanctioned by Order of Her
Majesty in Council of the
1st day of November, 1989.
____________
Registered on the 1st day of December, 1989.)
____________
STATES OF JERSEY.
____________
The 28th day of June,
1988.
____________
THE STATES, subject to the sanction of
Her Most Excellent Majesty in Council, have adopted the following Law –
PART 1
INTERPRETATION
ARTICLE 1
Interpretation
(1) In
this Law, unless the context otherwise requires –
“British Thermal Units” means British thermal units
gross per cubic foot of gas;
“by-laws” means by-laws of the Company made under Part
VII;
“calorific value” of gas means the number of British
Thermal Units produced by the combustion of one cubic foot of gas measured at
60 degrees Fahrenheit under a pressure of 30 inches of mercury and containing
such an amount of water vapour as is present at the
time of testing;
“the Company” means the Jersey Gas Company Limited
continued in existence by Article 2;
“company” includes any body of persons, whether
corporate or unincorporate and whether or not
governed by the law of, or incorporated in, Jersey;
“court” means the Inferior Number of the Royal Court;
“debenture” includes debenture stock, bonds or other
securities, whether or not constituting a hypothec, charge or other security on
the undertaking or property of a company;
“Declared Calorific Value” means the calorific value
declared by the Company in accordance with Article 64;
“financial year” means a period ending on the 31st
December or other date fixed by the Company in general meeting;
“gas fittings” means gas pipes, fittings, meters and
flues, and apparatus and appliances designed for use by consumers of gas;
“meter” means a gas meter and any appliance for
measuring gas;
“pension” includes any pension, whether or not
contributory, and any gratuity or life assurance scheme or payment, or a return
of contributions to a pension fund, with or without interest thereon or other
addition thereto;
“premises” includes land and buildings thereon;
“printed” includes typewritten and photocopied;
“property” means movable and immovable property whether
situated in Jersey or elsewhere;
“street” includes a road, way, square, court, lane,
alley, pavement or public path or place in Jersey;
“therm” means 100,000 British
Thermal Units.
(2) reference
in this Law to a Part, Article or Schedule by number only is a reference to the
Part, Article or Schedule of that number contained in this Law.
(3) A
reference in an Article, Schedule or other division of this Law to a paragraph
or sub-paragraph by number or letter only is a reference to the paragraph or
sub-paragraph of that number or letter in the Article, Schedule or other
division of this Law in which the reference occurs.
(4) A
reference in this Law to an enactment is a reference to that enactment as
amended from time to time.
PART II
THE
COMPANY, ITS OBJECTS AND GENERAL POWERS
ARTICLE
2
The Company
Subject to this Law, the company incorporated by the “Loi (1918) sur la compagnie du gaz” (now repealed), and known as the Jersey Gas Company
Limited, shall continue in existence with perpetual succession in the person of
its shareholders and a common seal.
ARTICLE
3
Objects of Company
The objects of the Company shall be –
(a) carrying
on the business of manufacturing, buying, treating, rendering saleable,
supplying, distributing, selling, disposing of and generally dealing in –
(i) gas,
including liquid petroleum gas;
(ii) by-products
obtained in the manufacture of gas;
(iii) products
made or derived from gas or its by-products;
(b) carrying
on the business of manufacturing, selling, hiring or otherwise supplying,
installing, repairing, maintaining and removing, gas fittings, and any other
plant, equipment, apparatus or appliances;
(c) carrying
on all or any of the businesses of engineers or consultants in, or
manufacturers, sellers, hirers, suppliers, installers, repairers, maintainers
or removers of, systems for heating and central heating, water supply and
sanitation, lighting, ventilating, temperature control, refrigeration and air
conditioning, together with plant, equipment, apparatus and appliances therefor;
(d) carrying
on all or any of the businesses of mechanical, hydraulic, structural, civil and
general engineers and contractors.
ARTICLE
4
General powers of Company
The Company may do anything, and enter into any transaction,
whether or not involving the expenditure, borrowing or lending of money, or the
acquisition, holding, managing, developing, leasing or disposal of property or
rights, or interests therein, which in the opinion of the directors is
incidental or conducive to the attainment of the objects and exercise of powers
of the Company, and without prejudice to the generality of the foregoing may
–
(a) carry
on any other business which may seem to the directors capable of being
conveniently carried on in connexion with its
business or calculated directly or indirectly to benefit the Company or enhance
the value of or render profitable any of the Company’s property or
rights;
(b) acquire
and undertake the whole or any part of the business, property and liabilities
of any person or company carrying on a business which the Company is authorised to carry on, or possessed of property suitable
for the purposes of the Company;
(c) promote
or take part in promoting companies for any purpose which may seem directly or
indirectly calculated to benefit the Company;
(d) amalgamate
or enter into partnership or into an arrangement for sharing of profits, union
of interest, co-operation, joint venture, reciprocal concession or otherwise,
and whether or not governed by the Law of Jersey, with any person or company
carrying on or engaged in, or about to carry on or engage in, any business or
transaction which the Company is authorised to carry
on or engage in, or any business or transaction capable of being conducted so
as directly or indirectly to benefit the Company;
(e) take
or otherwise acquire, and hold, shares or other interests or securities of any
other company;
(f) invest
or deal with the money of the Company as may be determined and hold or
otherwise deal with investments made;
(g) lend
and advance money or give credit to any person or company; guarantee, and give
guarantees, indemnities or suretyships for the
payment of money or the performance of contracts or obligations by any person
or company; secure or undertake in any way the payment of money by, or the
liabilities or obligations of, any person or company; and otherwise to assist
any person or company;
(h) borrow
or raise money as the Company may think fit and secure the payment or repayment
or performance of any debt, liability, contract, guarantee or other engagement
incurred or to be incurred by, or which may become binding on, the Company or
any other person or company by hypothec, charge, lien or other security,
charged upon the whole or part of the Company’s undertaking or property
(both present and future) including its uncalled capital; and purchase, redeem
or pay off any securities so charged; and issue debentures whether outright or
as security for any debt, liability or obligation of the Company or of any
other person or company;
(i) sell,
improve, manage, construct, repair, maintain, develop, work, exchange, lease,
license, dispose of, turn to account or otherwise deal with all or part of the
property and rights of the Company whether or not for the Company’s own
purposes or use and whether or not in conjunction with other persons;
(j) enter
into arrangements with the States or any government or authority, whether
supreme, municipal, local or otherwise, that may seem conducive to the
attainment of the Company’s objects or any of them; and obtain from the States
or government or authority any enactments, charters, decrees, rights,
privileges or concessions which the Company may think desirable; and carry out,
exercise and comply with any such enactments, charters, decrees, rights,
privileges and concessions;
(k) control,
manage, finance, subsidise, co-ordinate or otherwise
assist any person or company in which the Company has a direct or indirect
financial interest; and provide services and facilities to it of all kinds and
make other arrangements with regard to it as may seem desirable;
(l) establish
and support or aid in the establishment and support of associations,
institutions, funds, trusts, societies or clubs for the benefit of the Company
or its subsidiaries, or any of their directors or employees both past and
present, or the dependants or relatives of those persons; grant bursaries to
employees or prospective employees; and grant, pay, make payments towards the
provision of, or establish and maintain, schemes or funds for the payment of,
pensions and allowances for the benefit of the Company’s or its
subsidiaries’ directors or employees both past and present or the
dependants or relatives of those persons;
(m) establish
and maintain profit-sharing schemes, or share acquisition, share option, share
incentive or other similar schemes for the benefit of employees of the Company
or of any subsidiary and lend money to employees or to trustees on their behalf
to enable any such schemes to be established or maintained;
(n) purchase,
take on lease or in exchange, hire or otherwise acquire property and rights or
privileges which the Company may think necessary or convenient for its
business;
(o) issue
and allot or acquire fully or partly paid shares or other securities in payment
or part payment of property purchased or otherwise acquired or disposed of by
the Company or services rendered to or by the Company;
(p) draw,
make, accept, endorse, discount, negotiate and otherwise execute and issue cheques, promissory notes, bills of exchange, bills of
lading and other negotiable or transferable instruments;
(q) apply
for, purchase or otherwise acquire, or protect, prolong or renew, whether in
Jersey or elsewhere, patents, patent rights, copyrights, trade marks, formulas,
licences, concessions and the like, conferring exclusive
or non-exclusive or limited rights to use, or secret or other information as
to, any invention which may seem capable of being used for the purposes of the
Company, or the acquisition of which may directly or indirectly benefit the
Company; and use, exercise, develop or grant licences
in respect of, or otherwise turn to account, the property, rights or
information acquired;
(r) subject
to Articles 95 and 97, sell or dispose of the undertaking or property of the
Company or part thereof for such consideration as the Company thinks fit, or
distribute among the members of the Company in kind any property of the
Company;
(s) appear
before all courts and tribunals by means of its officers or one or more persons
authorised to represent it, bring or defend actions,
compromise and submit to arbitration and appeal and abandon appeals;
(t) promote
or oppose enactments in the States and pay any costs incurred in or occasioned
by opposition to, or preparation, adoption and promulgation of, those
enactments;
(u) carry
out or undertake all or any of the objects, or any of the powers, of the
Company in any part of the world either as principal, agent, contractor,
trustee or otherwise, and by or through contractors, trustees or agents, or
otherwise, and either alone or in conjunction with others;
(v) do
all other things which are incidental or conducive to the attainment of the
objects and exercise of the powers of the Company.
PART III
CAPITAL
AND SHARES
ARTICLE
5
Ordinary share capital
The ordinary share capital of the Company shall be four hundred and
seventy five thousand pounds divided into ordinary shares of one pound each, or
such greater amount divided into ordinary shares of one pound each as may be
approved by special resolution at a general meeting of the Company.
ARTICLE
6
Preference shares
(1) In
addition to its ordinary share capital the Company may by special resolution at
a general meeting create new capital by the issue of preference shares of a
nominal value of not less than one pound each.
(2) When
creating shares under this Article the Company in general meeting shall fix the
rate of dividend of the shares and may restrict the voting rights of the
holders of them.
(3) If
the Company is wound up the holders of preference shares shall have priority for
the repayment of those shares over the holders of ordinary shares but they
shall not share in any surplus.
(4) All
other rights of, or restrictions on, preference shares shall be as determined
by the Company in general meeting.
ARTICLE
7
Redeemable preference shares
(1) The
Company may, with the sanction of a special resolution of a general meeting,
subject to the provisions of this Article, issue preference shares which are to
be redeemed or are liable to be redeemed at the option of the Company or the shareholder
on the terms and in the manner provided by the resolution.
(2) No
shares issued under this Article shall be redeemed –
(a) otherwise
than out of –
(i) the
profits of the Company which would otherwise be available for dividend; or
(ii) the
proceeds of a fresh issue of shares made for the purposes of the redemption;
(b) unless
they are fully paid;
(c) unless
before redemption the premium, if any, payable on redemption has been provided
for –
(i) out
of profits of the Company which would otherwise be available for dividend; or
(ii) out
of a share premium account of the Company.
(3) Where
shares are redeemed otherwise than out of the proceeds of a fresh issue of
shares, there shall be transferred out of profits which would otherwise have
been available for dividend, to a reserve fund, to be called the “capital
redemption reserve fund”, a sum equal to the amount by which the
Company’s issued share capital is diminished in accordance with paragraph
(4) on cancellation of the shares redeemed, and the reserve fund shall not be
reduced in any way.
(4) Shares
redeemed under this Article shall be treated as cancelled on redemption, and
the amount of the Company’s issued share capital shall be diminished by
the nominal value of those shares accordingly; but the redemption shall not be
taken as reducing the amount of the authorised share
capital of the Company.
(5) Without
prejudice to paragraph (4), where in pursuance of this Article the Company is
about to redeem preference shares, it may issue shares up to the nominal amount
of the shares to be redeemed as if those shares had never been issued.
ARTICLE
8
Share premium account
(1) Where
the Company issues shares at a premium, whether for cash or otherwise, a sum
equal to the aggregate amount or value of the premiums on those shares shall be
transferred to an account, to be called the “share premium account”
and, except as provided in this Article, that account shall not be reduced.
(2) The
Company may apply the share premium account in providing for the premium
payable on the redemption of redeemable preference shares of the Company.
(3) Where
before the commencement of this Law the Company has issued shares at a premium,
this Article shall apply as if the shares had been issued after the
commencement; but in determining the sum to be included in the share premium
account there shall be disregarded any part of the premiums which has been so
applied that it does not, at the commencement of this Law, form an identifiable
part of the Company’s reserves.
ARTICLE
9
General provisions regarding shares
(1) Holders
of shares issued under Article 5, 6 or 7 shall not be liable for the debts or
obligations of the Company beyond the nominal value of their respective shares
or, as the case may be, the balance remaining unpaid or not credited as paid on
the nominal value.
(2) No
shareholder shall hold less than ten shares.
(3) The
amount of any share which has not been paid or credited as paid to the Company
shall be a claim of the Company against the holder of the share or other person
responsible.
(4) The
shares of the Company are movable property and may be sold, handed over or
transferred as prescribed by the by-laws.
ARTICLE
10
Commissions
(1) The
Company may pay a commission to a person in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for shares in the
Company, or procuring or agreeing to procure subscriptions (whether absolute or
conditional) for shares in the Company if –
(a) the
commission paid or agreed to be paid does not exceed 10 per cent of the price
at which the shares are issued; and
(b) the
amount or rate per cent of commission paid or agreed to be paid, and the number
of shares which persons have agreed for a commission to subscribe absolutely
are disclosed in the manner required by paragraph (2).
(2) The
matters referred to in paragraph (1) shall, in the case of shares offered to
the public for subscription, be disclosed in the prospectus; and in the case of
shares not so offered –
(a) they
shall be disclosed in a statement signed by every director of the Company or by
his agent authorised in writing, and delivered
(before payment of the commission) to the Judicial Greffier
for registration; and
(b) where
a circular or notice (not being a prospectus) inviting subscription for the
shares is issued, they shall also be disclosed in that circular or notice.
(3) If
the Company fails to comply with the provisions of this Article it shall be
guilty of an offence.
ARTICLE
11
Commissions and discounts barred
(1) Except
as provided in Article 10, the Company shall not apply its shares or capital
money either directly or indirectly in payment of a commission, discount or
allowance to a person in consideration of his subscribing or agreeing to
subscribe (whether absolutely or conditionally) for shares in the Company, or
procuring or agreeing to procure subscriptions (whether absolute or
conditional) for shares in the Company.
(2) Paragraph
(1) applies whether the shares or money be so applied by being added to the
purchase money of property acquired by the Company or to the contract price of
work to be executed for the Company, or the money be paid out of the nominal
purchase money or contract price, or otherwise.
(3) Nothing
in Article 10 and this Article shall make unlawful a payment made or
remuneration given by the Company to a broker making his usual charges for
services rendered to the Company.
(4) A
vendor to, or promotor of, or other person who
receives payment in money or shares from, the Company has, and is deemed always
to have had, power to apply any part of the money or shares so received in
payment of a commission, the payment of which, if made directly by the Company,
would have been lawful under Article 10 and this Article.
ARTICLE
12
Register of shareholders
(1) The
Company shall keep a register of its shares in which there shall be entered the
name and address of every shareholder and –
(a) the
number of shares held by him or for which he is responsible and, insofar as the
shares are numbered, the distinguishing numbers and the amounts paid up on each
share with the date of payment;
(b) the
date on which his name was entered on the register; and
(c) the
date on which a shareholder ceased to hold any of the shares entered against
his name.
(2) The
Company shall, in January each year, draw up a statement containing a list of
the names and addresses of persons who, on 1st January of that year, were
members or shareholders of the Company, and showing opposite the name of each
member or shareholder the number of shares held by him or for which he is
liable; and the statement shall be entered in a book or register kept by the
Company for that purpose and a copy thereof, under the seal of the Company,
shall be delivered on 31st January at the latest to the Judicial Greffier and shall remain lodged at the Greffe.
(3) If
the Company fails to comply with the provisions of this Article it shall be
guilty of an offence.
(4) The
contents of the registers mentioned in paragraphs (1) and (2) shall be
received, failing proof to the contrary, as evidence of all facts and
circumstances entered and stated therein by virtue of this Law.
ARTICLE
13
Inspection of registers
(1) The
registers mentioned in Article 12 shall be kept at the public office of the
Company and any person may, by applying at that office during normal business
hours on Mondays to Fridays (excluding public holidays) and complying with the
relevant by-laws, examine the registers and take any note or extract therefrom.
(2) A
member of the Company may examine the registers without charge, and any other
person shall pay a fee of fifty pence for each examination.
(3) Extracts
from the registers certified correct under the seal of the Company shall be
delivered to a person applying for them, on payment of a fee prescribed in
by-laws.
(4) If
the Company fails to comply with the provisions of this Article it shall be
guilty of an offence.
ARTICLE
14
Forfeiture of shares
(1) The
directors may, with the sanction of the Company obtained by special resolution
at a general meeting, declare forfeited and sell, for the benefit of the Company,
shares the holders of which, after receiving a notice to that effect in
compliance with the by-laws, have not, within a period of two months from the
date fixed in the notice, paid up the amounts due on account of them by virtue
of calls made by the Company, and shares so forfeited shall be sold by public
auction.
(2) The
certificate of the chairman of the Company to the effect that shares have been
forfeited and sold shall constitute complete and irrebuttable
evidence of forfeiture and sale, and shall confer on the purchaser a complete
title to, and the property in, the forfeited shares.
(3) The
purchaser of forfeited shares shall not be liable for the payment of sums which
may be due on account of those shares by virtue of calls made by the Company at
any time prior to the date of purchase.
PART IV
REGISTERED
OFFICE, REPRESENTATIVES, ETC
ARTICLE
15
Registered Office
(1) The
address of the Company shall be in Jersey and the Company shall have a public
office therein.
(2) The
Company shall give written notice under its seal to the Judicial Greffier of any change in the address of its office.
(3) If
the Company fails to comply with the provisions of this Article it shall be
guilty of an offence.
(4) All
actions and summonses shall be served on the Company, and all notifications
delivered to it, at its office, and all notices and applications to the Company
shall be delivered at that office or sent there by post.
ARTICLE
16
Display of Company’s name
(1) The
Company shall cause its name to be inscribed in full in legible characters on
the front of its public or other offices, as well as on all promissory notes,
bills of exchange, bills of lading, invoices, accounts, receipts, papers and
documents issued or signed in the name, and under the authority, of the Company
by its directors, managers, agents or other authorised
persons; and a person who signs or issues in the name of the Company a
promissory note, bill of exchange or other bond or promise to pay on which the
name of the Company is not set out in compliance with this Article, shall, in
default of the Company, be personally responsible therefor.
(2) The
Company shall cause its name to be engraved in full length and in legible
characters on its common seal.
(3) If
the Company fails to cause its name to be inscribed or engraved in compliance
with paragraph (1) or (2) it shall be guilty of an offence.
ARTICLE
17
Form of contracts, representatives for immovable property, etc
(1) Subject
to paragraph (2), contracts on behalf of the Company may be made as follows
–
(a) a
contract which, if made between natural persons, would be by law required to be
in writing and under seal, may be made on behalf of the Company in writing
under its common seal;
(b) a
contract which, if made between natural persons, would be by law required to be
in writing, signed by the parties to be bound by it may be made on behalf of
the Company in writing signed by a person acting under its authority, express
or implied;
(c) a
contract which, if made between natural persons would by law be valid if made
orally and not reduced to writing may be made orally on behalf of the Company
by a person acting under its authority, express or implied.
(2) Nothing
in paragraph (1) shall affect any requirement of law that a contract be passed
before the court.
(3) A
contract made in accordance with this Article –
(a) is
effectual in law, and binds the Company and its successors and all other
parties to it;
(b) may
be varied or discharged in the same manner in which it is authorised
by this Article to be made.
(4) A
cheque, promissory note, bill of exchange, bill of
lading or other negotiable or transferable instrument shall be deemed to have
been drawn, made, accepted or endorsed, or otherwise executed or issued, on
behalf of the Company if drawn, made, accepted or endorsed, or otherwise
executed or issued, in the name of, or by or on behalf or on account of, the
Company by any person acting under its authority.
(5) In
all matters affecting the immovable property of the Company in Jersey, it shall
be represented by its directors, or by any two of them specially authorised to do so by a resolution of the directors.
ARTICLE
18
Proceedings by or against Company
(1) Actions
shall be brought by or against the Company and summonses and notices shall be
served on it under its collective name and style.
(2) No
officer or employee of the Company may be arrested by virtue of a provisional
order, act of committal to prison or other civil process on account of
engagements entered into, or acts done, by him in the name of the Company, and
for which the Company is legally responsible.
ARTICLE
19
Powers of attorney
(1) The
Company may, by power of attorney or commission under its common seal, name and
appoint, with general or special powers, persons whom it deems fit to represent
it and to act in its name in any place outside Jersey; and all acts done and
documents and deeds executed in its name by its attorneys and commissioners,
within the limits of the powers conferred upon them, shall be valid and binding
as regards the Company.
(2) Besides
bearing the common seal of the Company the power of attorney or commission
shall be signed by two directors and the secretary.
(3) A
deed signed by a person acting under a power of attorney on behalf of the
Company and under his seal shall bind the Company and have the same effect as
if it were under its common seal.
PART V
GENERAL
MEETINGS AND NOTICES TO SHAREHOLDERS
ARTICLE
20
Annual and extraordinary general meetings
(1) An
annual general meeting of the Company shall be held at least once in each year,
the date of which shall be fixed by the by-laws.
(2) The
directors may convene an extraordinary general meeting at any time they
consider necessary, and they shall do so whenever requested by at least seven
holders of shares representing a total of at least one tenth of the paid up
capital, if the application is addressed to them in writing, signed by the
applicants and dated, and the request states clearly the subject or subjects to
be submitted to the meeting, and it is delivered at the office of the Company.
(3) If
the directors fail to comply with such a request within twenty-one days from
its delivery at the office, the holders of shares who signed the request may
themselves convene an extraordinary general meeting to consider the matters
contained in their request, provided that they comply with the rules for
convening general meetings.
ARTICLE
21
Quorum
(1) No
decision of a general meeting, whether annual or extraordinary, save for the
election of directors or the declaration of a dividend, shall be valid unless
ten holders of shares representing a total of at least one twentieth of the
paid up capital are personally present or represented by proxy.
(2) Where
the requisite quorum is not formed the general meeting may only proceed to the
election of directors to fill any vacancies which may exist at the time and to
the declaration of a dividend.
ARTICLE
22
Votes at general meetings
(1) At
a general meeting of the Company all questions shall be decided by a show of
hands, the vote of each individual member counting as one only, and the result
as declared by the chairman shall be deemed to be the decision of the meeting;
but if a shareholder so demands, the chairman shall proceed to hold a poll, and
in that case, subject to any restriction of voting rights under Article 6 or 7,
each shareholder shall have one vote for each share he possesses up to five
hundred, and an additional vote for every five shares which he possesses beyond
the first five hundred.
(2) In
case of an equality of votes the chairman shall have a casting vote, without
prejudice to his right to vote as a shareholder.
(3) Where
shares are entered in the register of the Company in the name of more than one
shareholder, the person whose name appears first on the register shall alone be
allowed to vote in respect of those shares.
(4) The
Company may in by-laws make other provisions as to meetings, in particular as
to the appointment and validity of proxies, voting by shareholders of unsound
mind or who have not paid all calls due, and corporations acting by
representatives at meetings.
ARTICLE
23
Special resolutions
Every special resolution of an annual or extraordinary general
meeting shall have the effect thereof where the following conditions are
complied with –
(a) the
members of the Company have been informed, by a notice duly given, of the
intention to submit to the meeting the proposal which forms the subject of the
resolution;
(b) the
resolution has been carried by a majority of at least three-quarters of the
votes of the members of the Company entitled to vote who were present at the
meeting or were represented thereat by a proxy;
(c) the
resolution has been confirmed by a simple majority of the votes given at a
subsequent general meeting, duly convened and held not less than 15 days and
not more than 30 days after the date on which the resolution was first carried;
(d) a
copy of the resolution, certified under the Company’s common seal, shall
be forwarded to the Judicial Greffier who shall
register it.
ARTICLE
24
Minutes
(1) The
directors shall draw up and shall enter in the books or registers kept for the
purpose, which shall form part of the books of the Company, minutes of the
deliberations and resolutions of all general meetings.
(2) The
minutes of every general meeting shall be signed in the books or registers by
the person who presided at the meeting or by the person who presided at a
subsequent meeting at which those minutes were read and, thus attested, shall
be accepted as evidence of their contents by a court, failing proof to the
contrary.
ARTICLE
25
Service of notices
(1) Notices
which the Company is required by this Law or by its by-laws to give to its
shareholders, may be delivered to them in person, or left at their addresses,
or sent to them by prepaid post, bearing the name and address of the
shareholder as standing in the register mentioned in Article 12.
(2) When
the address of a shareholder in the register of the Company is outside the
Channel Islands or the United Kingdom, the shareholder may select an address in
Jersey and inform the Company thereof in writing under his hand; and the place
so selected shall, so far as the Company is concerned, be deemed to be the
address of the shareholder for the purpose of this Article.
(3) If
a shareholder does not select an address in Jersey under paragraph (2) all
notices affecting him shall be posted up for forty-eight hours at least in some
conspicuous and accessible place in the office of the Company; and that office
shall, as between the Company and the shareholder, be deemed to be the
shareholder’s address until he has selected an address in Jersey under
paragraph (2).
ARTICLE
26
Authentication of notices
Notices requiring authentication may be authenticated by the
signature of one or more of the directors, or by the secretary, or by any other
officer duly authorised to do so by the Company,
without the common seal of the Company being required to be affixed thereto,
and notices, including signatures, may be either in manuscript or printed, or
partly printed and partly in manuscript.
ARTICLE
27
When notice given
(1) A
notice shall be deemed to have been given –
(a) if
sent by post, twenty-four hours after having been posted;
(b) in
any other case, on the day on which it was actually given.
(2) In
order to prove that a notice has been sent by post it shall be sufficient to
establish that the notice was properly addressed and posted in proper time.
ARTICLE
28
Notices to joint shareholders
Where shares are inscribed in the register of the Company in the
name of more than one person, every notice to be given or sent to the
shareholders shall be given or sent to the person whose name appears first in
the register; and the notice so given or sent shall be deemed to be valid as
regards the others.
PART VI
ADMINISTRATION
AND ACCOUNTS
ARTICLE
29
Directors
(1) The
administration and management of the Company shall be entrusted to a body of
directors not less than five nor more than ten in number.
(2) The
mode of election of the directors and the length of their terms of office shall
be regulated by the by-laws.
(3) The
remuneration of the directors shall be fixed by the Company in general meeting.
(4) The
Company may in by-laws make provision for the payment, by resolution of the
directors, of directors’ remuneration in respect of any executive office,
or for services rendered, and in respect of sums payable pursuant to Article
4(1) and (m).
ARTICLE
30
Minutes of directors’ meetings
(1) The
directors shall inscribe or cause to be inscribed all their deliberations and
resolutions in books or registers kept for the purpose, and those books or
registers shall form part of the books of the Company.
(2) The
minutes of every meeting of directors shall be signed by the person who
presided at the meeting or by the person who presided at a subsequent meeting
at which those minutes were read, and, thus attested, shall be accepted as
evidence of their contents by a court, failing proof to the contrary.
ARTICLE
31
Indemnity of directors
(1) No
director shall, by reason of a contract or agreement to which he has been a
party, be liable for a document signed by him or for any act done or executed
by him or to which he has been a party for and in the name of the Company in
his capacity as a director, and in the lawful and legitimate exercise of the
powers and duties conferred and imposed on him, by this Law or by the by-laws.
(2) Payments,
costs and disbursements made and incurred by the directors on behalf or in the
interests of the Company shall be repaid to them, their heirs or
representatives, and they shall be compensated for any losses they may suffer,
and secured and discharged from any responsibility they may incur or assume in
their capacity as directors, provided that they have acted in conformity with
the law, and within the limits of their powers as directors.
(3) Payments
due to directors under paragraph (2) shall be payable out of the assets of the
Company, and the directors in office may apply to this purpose the funds and
capital of the Company which they have at their disposal, or may, by a call on
the shareholders, call in and apply to this purpose sums unpaid on the shares
of the Company.
ARTICLE
32
Financial statements
At the annual general meeting of the Company the directors shall
submit to the meeting audited financial statements consisting of a balance
sheet showing the state of the Company’s affairs at the end of the
preceding financial year, and a profit and loss account showing the results of
the Company for that financial year.
ARTICLE
33
Dividends payable on preference shares
The profits of the Company distributed to the holders of preference
shares in any year shall not exceed the amount or rate fixed at the time of
issue, but if in any year the profits of the Company are not sufficient to pay
the dividend on the preference shares at the relevant rate, the difference
between the amount payable at that rate and the amount actually paid shall be
provided out of the profits of succeeding years.
ARTICLE
34
Interim dividends
The directors may declare and pay an interim dividend out of the
profits of the Company for a half year ending 30th June or 31st December, or
other date which corresponds with the date which is six months from the end of
the financial year, without the sanction or authority of a general meeting of
the Company.
ARTICLE
35
Closing of register of transfers
(1) The
directors may close the register of transfers of shares for a period not
exceeding fourteen days before the declaration of the annual dividend or of an
interim dividend, or the record date for any other distribution, and they may
fix the date for closing the register, giving seven days’ previous notice
thereof by advertisement in a newspaper published in Jersey; and a transfer of
shares effected while the register remains closed shall be deemed, as between
the Company and the transferee, but not otherwise, to have been made
subsequently to the declaration of the dividend or the record date.
(2) In
this Article “record date” means the date on which a special
resolution authorising a distribution is confirmed
under Article 23(c).
ARTICLE
36
Excess profits
If the profits of the Company in a year amounts to a larger sum
than is required to pay the dividends on the preference and ordinary shares of
the Company, the excess shall be credited to the divisible profits of the
Company for the next following year.
ARTICLE
37
Accounts and audit
(1) The
Company shall send to the Greffier of the States, not
later than three months after the close of each financial year, copies of the
financial statements required under Article 32 for the preceding financial year
in a form and containing particulars which the directors with the approval of
the Finance and Economics Committee may decide.
(2) The
financial statements shall have been previously audited by a member of one or
more of the institutions or associations mentioned in Article 11(1) of the
Public Finances (Administration) (Jersey) Law, 1967, and the
auditor shall be appointed each year at a general meeting of the Company.
(3) The
Company shall keep copies of the financial statements at its office, and shall
supply any person so requesting a copy thereof at a price not exceeding fifty
pence.
(4) The
auditor shall present annually to the Finance and Economics Committee a report
as to whether the provisions of this Law regarding financial administration
have been observed.
(5) If
the Company fails to comply with the provisions of this Article it shall be
guilty of an offence.
ARTICLE
38
Dividends payable only from realised
profits
(1) No
part of the capital of the Company, from whatever source, shall be applied to
the payment of dividends; and no dividends shall be declared or paid otherwise
than out of realised profits (whether revenue profits
or capital profits) of the Company.
(2) If
a director or manager knowingly and wilfully conceals
the true position of the Company from a general meeting so as to induce the
shareholders to declare a higher dividend than the real position of the Company
warrants, or such as would affect its capital, he shall be responsible for the
debts of the Company and for the consequences of his action.
(3) In
this Article “realised profits” means
profits of the Company which may be treated as being realised
for the purposes of its accounts in accordance with generally accepted
accounting principles and practice at the date of preparation of those
accounts.
ARTICLE
39
Capitalisation of profits
The directors may with the authority of a special resolution at a general
meeting of the Company –
(a) subject
as hereinafter provided, resolve to capitalise any
undivided profits (whether revenue profits or capital profits) of the Company
available for distribution and not required for paying preferential dividends;
(b) appropriate
the sum resolved to be capitalised to the
shareholders who would have been entitled to it if it were distributed by way
of dividend immediately prior to the confirmation of the special resolution,
and in the same proportions, and apply the sum on their behalf either in or
towards paying up the amounts, if any, for the time being unpaid on any shares
held by them respectively, or in paying up in full unissued
shares of the Company of a nominal amount equal to that sum, and allot the
shares credited as fully paid to those shareholders, or as they may direct, in
those proportions, or partly in one way and partly in the other;
(c) make
such provision by the issue of fractional certificates or by payment in cash or
otherwise as they determine in the case of shares becoming distributable under
this Article in fractions; and
(d) authorise any person to enter on behalf of all the
shareholders concerned into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid, of shares to which they
are entitled on capitalisation, any agreement made
under that authority being binding on all those shareholders.
PART VII
BY-LAWS
ARTICLE
40
By-laws
The Company may, by special resolution of a general meeting, make
by-laws for the administration and management of its affairs and the exercise
of the Company’s powers and duties, but no by-laws so made shall conflict
with the provisions of this Law.
ARTICLE
41
Provisional by-laws
(1) The
directors may make provisional by-laws on the following subjects –
(a) calls
on shareholders;
(b) the
form and manner of transfer and transmission of shares;
(c) forfeiture
of shares, and sale of forfeited shares;
(d) holding
of general meetings, both annual and extraordinary, and the procedures to be
followed;
(e) election
of directors;
(f) holding
of directors’ meetings, and the procedures to be followed;
(g) replacing
directors;
(h) duties
of the officers of the Company;
(i) distribution
and payment of dividends;
(j) keeping
of the Company’s accounts;
(k) administration
and management of the Company’s business;
(l) the
relations between the Company and its shareholders insofar as they are not
provided for elsewhere by this Law or in by-laws.
(2) Provisional
by-laws shall be submitted to the first general meeting, whether annual or
extraordinary, held after their enactment, and the meeting may by special
resolution confirm them, or modify or alter them in whole or in part; but
provisional by-laws shall be in force and shall take effect during the period
between their enactment by the directors and their confirmation or modification
by the meeting.
(3) Provisional
by-laws which are not submitted to the first available general meeting as
provided for in paragraph (2) shall be void ab initio.
ARTICLE
42
By-laws receivable in evidence
(1) A
copy of the by-laws, in manuscript or printed, and bearing the common seal of
the Company, shall be accepted by a court as evidence of its contents.
(2) A
copy of the by-laws as amended and up to date shall be forwarded to the
Judicial Greffier and shall remain lodged at the Greffe.
PART VIII
INSPECTORS
ARTICLE
43
Appointment of inspectors
(1) The
court may, on the application of two or more members or shareholders of the
Company, where they represent together at least one-fifth of the paid up
capital, and where sufficient grounds appear to exist for the proceeding,
appoint two inspectors (one of whom shall be an advocate or solicitor of the
Royal Court and the other a member of one or more of the institutions or associations
mentioned in Article 11(1) of the Public Finances (Administration) (Jersey)
Law, 1967 to examine and report in detail on the affairs and
position of the Company.
(2) The
Company may, by special resolution of a general meeting, appoint two inspectors
for the purposes mentioned in paragraph (1).
ARTICLE
44
Duties and powers of inspectors
(1) The
inspectors shall take oath before the court to discharge well and faithfully
the duties imposed on them, and shall have power to hear on oath the directors,
managers and other officers of the Company, as well as other witnesses which
they deem necessary, with respect to the affairs of the Company; and they shall
have access to the ledgers and other books, registers, documents and papers
belonging to the Company.
(2) The
directors, managers and other officers shall be required to produce to the
inspectors all books, registers, documents and papers in their custody or at
their disposal, belonging to the Company, and to give them all the information
in their possession in order to facilitate the examination.
(3) A
director, manager or other officer of the Company who refuses to answer a
question relating to the examination, or to produce the books, registers,
documents or papers which he is required to produce by this Article shall be
guilty of an offence.
ARTICLE
45
Inspectors’ report
(1) The
inspectors shall draw up a detailed report of their examination and –
(a) if
appointed by the court, they shall present to the court a signed copy of their
report, which shall remain lodged at the Greffe;
(b) if
appointed by a general meeting of the Company, they shall forward a signed copy
of their report to the person or persons appointed by the meeting to receive
it.
(2) A
report of inspectors, duly authenticated by them, shall be accepted in all
legal proceedings as proof of the opinion of the inspectors with respect to the
facts mentioned therein, and it shall not be necessary to hear the inspectors
themselves as witnesses in support of their report.
PART IX
SPECIFIC
POWERS AND DUTIES OF COMPANY WITH REGARD TO ITS OPERATIONS
ARTICLE
46
Power to take up streets, etc
The Company may, under the supervision of the competent authority
(as defined in Article 48) –
(a) take
up streets;
(b) open
and break up drains and tunnels in or under those streets;
(c) lay
down, repair, alter, modify or remove pipes, appliances or structures, mains,
drains, tunnels and other works;
(d) construct
sewers to carry off the washings and waste liquids from the manufacture of gas;
(e) for
purposes in sub-paragraphs (a) to (d) remove, transport and use earth and
materials not claimed by the competent authority;
(f) erect
pillars, lamps and other works in streets,
and may do all other acts which the Company shall from time to time
deem necessary for supplying gas to the inhabitants or for purposes ancillary
to the objects of the Company, doing as little damage as possible in the
exercise of the powers hereby granted, and giving compensation for any damage
which they may cause in consequence of the exercise of those powers.
ARTICLE
47
Powers with regard to private property
(1) Subject
to this Article, the Company may place pipes, appliances or structures below
ground across any land, and above ground across any land other than land
covered by buildings or used as a garden or pleasure ground, and where a pipe,
appliance or structure has been so placed the Company or its employees or
agents may enter on the land for the purposes of repairing, maintaining,
altering or replacing it.
(2) Before
placing a pipe, appliance or structure across land the Company shall serve on
the owner and occupier of the land notice in writing of its intention, together
with a description of the nature and position of the pipe, appliance or
structure proposed to be so placed.
(3) No
pipe, appliance or structure above ground level shall be placed or erected on
land or against a building without the express consent of the owner and
occupier or, failing that consent, an order of the court, but in any other case
if within twenty-one days after service of the notice the owner and occupier
fail to reply to it, then consent to the operation shall be deemed to have been
given.
(4) If
–
(a) in
the case of the proposed placing or erection of a pipe, appliance or structure
above ground, the then owner or occupier does not consent, or attaches terms,
conditions or stipulations to the operation or entry on the land to which the
Company objects;
(b) in
any other case, within the time limited by paragraph (3), the then owner or
occupier objects to the notice or any proposal contained in it, or attaches
terms, conditions or stipulations referred to in sub-paragraph (a) to which the
Company objects,
and if the parties thereafter fail to agree, the question at issue
shall be referred to the court by means of a representation made by the party
aggrieved; and the court, in deciding whether to give or withhold its authorisation, or to impose any terms or conditions or
stipulations (including the carrying of any portion of the pipe, appliance or
structure underground) shall, among other considerations, have regard to the
effect, if any, on the amenities or value of the land of the placing of the
pipes, appliances or structures in the proposed manner.
(5) The
consent required under paragraph (3) in relation to pipes, appliances or
structures placed above ground shall be in the form required by law and shall
be granted for a period of not less than nine years certain and thereafter
shall continue in force until determined by six months’ notice on either
side, and during its continuance the owner or occupier for the time being shall
not be entitled to insist upon the removal of the pipe, appliance or structure
except for exceptional and unforeseen reasons; and if a dispute arises as to
what constitutes exceptional and unforeseen reasons, the matter may be referred
by either party to the court by means of a representation for decision, and
that decision shall be final and not subject to appeal.
(6) The
occupier of the land upon which a pipe, appliance or other structure is erected
above ground, shall be entitled to an annual rental which, failing agreement by
the parties within one month from the date of service of a notice by either
party on the other requesting agreement, shall be fixed by an independent valuer appointed to make a valuation binding on the
parties; and the valuer shall be a person agreed by
the parties or, failing agreement within 14 days, to be selected (at the
instance of either party) by the President for the time being of the Royal
Institution of Chartered Surveyors in England, and the costs of the valuation
shall be shared equally between the parties.
(7) In
order to provide a supply of gas to premises abutting on a private street, the
Company may exercise in relation to that street the same powers as are
conferred on it by Article 46, and for this purpose the Roads Committee of the
Parish where the work is to be undertaken shall be deemed to be the competent
authority.
ARTICLE
48
Notice to competent authority
Before proceeding to take up or open a street, or to open or break
up a drain or tunnel, the Company shall give at least eight days’ notice
in writing of its intention to the Roads Committee of the Parish in which the
works are to be undertaken or to the Public Works Committee, as the case may
require; but in case of emergency arising from a defect in the pipes or other
works the Company shall give notice as soon as possible after beginning the
work, or after the necessity for it has arisen.
ARTICLE
49
Supervision by Committee
(1) No
street, sewer or drain shall, except in case of emergency as envisaged in
Article 48, be opened or broken up except under the supervision of the
appropriate Committee, or of its employee, and according to a plan approved of
by the Committee or its employee, or, in case of dispute, according to a plan
decided on by the court; and the court may, on the application of the
appropriate Committee, require the Company to carry out temporary or other
works as the court may think necessary to prevent interruption in the flow of any
sewers or drains during the execution of works which interfere with them.
(2) If
the Committee, or its employee, fails to attend at the time fixed for the
digging out, opening or breaking up of a street, sewer or drain after having
received the notice required by Article 48, or does not put forward a plan for
the works, or refuses or neglects to supervise the operation, the Company may
perform the work specified in the notice without that supervision.
ARTICLE
50
Reinstatement and fencing
(1) Where
the Company takes up, opens or breaks up a street, or breaks up a sewer or
drain, it shall complete, with all convenient speed, the work undertaken and
reinstate the street or the sewer or drain so taken up, opened or broken up,
and carry away the waste material occasioned thereby, and shall while the
street is taken up, opened or broken up, cause it to be fenced and guarded, and
shall cause a light sufficient for the warning of persons passing to be set up
during the night against or near the street where it is opened or broken up.
(2) The
Company shall keep the street which has been so opened or broken up in good
repair for a period of three months after making it good, and for any further
period, not being more than twelve months in all, during which the street so
opened or broken up continues to subside.
ARTICLE
51
Non-compliance by Company
Except where it is authorised by this Law
to carry out works without supervision or notice, if the Company opens or
breaks up a street or breaks up a sewer or drain, without giving notice as
required, or in a manner different from that approved of and determined, or
without carrying out the temporary works required, or if the Company delays in
completing works, or in filling in the ground, or in reinstating the street, sewer
or drain thus opened or broken up, or in carrying away the waste material
occasioned thereby, or neglects to cause a street so opened or broken up to be
fenced, guarded or lighted by night, or neglects to keep the street in repair
during the requisite period, it shall be guilty of an offence.
ARTICLE
52
Consequences of failure or neglect by Company
If the Company fails or neglects to carry out works as provided in
Article 51, the Public Works Committee, or the Roads Committee of the Parish,
as the case may be, may cause the works to be carried out, and the expense
thereof shall be repaid to that Committee by the Company.
ARTICLE
53
Certain rights of competent authority not affected
Nothing in this Law shall interfere with the right of the Public
Works Committee or the Roads Committee in each Parish to alter the level of,
deviate or improve, in any manner it thinks fit, a street in which mains or
pipes have been laid by the Company; and the Company shall, at the end of
fifteen days after receiving notice in writing from the competent authority,
proceed to alter the position of those mains or pipes in the manner and to the
extent prescribed by the notice or, in case of dispute, as shall be determined
by the court or by arbitration, but so that there shall not be less than two
feet of cover over a main; and the expenses of alterations in their mains or
pipes shall be repaid to the Company by the States or the Parish, as the case
may be.
PART X
SUPPLY
OF GAS
ARTICLE
54
Contracts for lighting and supply of gas
(1) The
Company may enter into contracts with any person for lighting or supplying with
gas any public or private building or any premises, or for providing any person
with pipes, burners, meters and lamps and for the repair and upkeep thereof.
(2) Save
in relation to a special agreement under Article 90(4), every contract entered
into by the Company shall be alike in terms and amount, under similar
circumstances, to all consumers.
ARTICLE
55
Obligation to supply gas and conditions of supply
(1) Subject
to the provisions of Article 58 (power to refuse to supply a debtor in arrears)
the Company shall, upon being required so to do by the owner or occupier of
premises situated within seventy-five feet from a main of the Company (other
than a main used solely to supply gas for industrial purposes or for conveying
gas in bulk) provide a supply of gas for those premises, under such pressure in
the main as is prescribed in this Law, and shall furnish and lay any necessary
service pipe for that purpose.
(2) The
cost of so much of a service pipe for the supply of gas to an owner or occupier
as may be laid upon premises which are the property of that owner or in the
possession of that occupier, and of so much of the service pipe as may be laid
for a greater distance than thirty feet from a main of the Company, although
not on those premises, shall be paid by the owner or occupier.
(3) An
owner or occupier of premises requiring a supply of gas shall –
(a) serve
a notice on the Company at its office, specifying the premises in respect of
which the supply is required, and the day (allowing for a reasonable time to
elapse after the service of the notice) on which the supply is required to
commence;
(b) enter
into a written contract with the Company (if it so requires) to continue to
receive and pay for a supply of gas for such a period and of such a quantity as
the Company may reasonably require having regard to the expense incurred or to
be incurred by the Company in providing and laying the pipes to be provided by
it for that supply; and
(c) give
to the Company (if it so requires) security for the payment to it of all sums
which may become due to it from the owner or occupier in respect of pipes which
are to be furnished and laid by the Company or in respect of gas to be supplied
by it.
(4) The
Company may, after having supplied gas to premises where the owner or occupier
has not given security, or has given security which has become invalid or
insufficient, by notice in writing require the owner or occupier of the
premises within a week from the service of the notice to give the Company
security for the payment of all sums which may from time to time become due in
respect of the supply of gas; and if the owner or occupier fails to comply with
the terms of the notice, the Company may discontinue the supply of gas to the
premises for so long as the failure continues.
ARTICLE
56
Method of giving security
(1) Where
an owner or occupier is required to give security to the Company, the security
shall be by way of deposit or otherwise, and of a reasonable amount as shall be
agreed upon between the consumer and the Company or, in default of agreement,
as shall, at the instance of one or other of the parties, be determined by the
court, which may at the same time decide by which party the costs of the
proceedings are to be paid; and the decision of the court thereon shall be
final.
(2) If
the security is by way of deposit, the Company shall pay interest thereon at
the rate for the time being fixed by the directors for every six months during
which the security remains with the Company.
ARTICLE
57
Standby gas supplies
No person shall be entitled to demand a supply, or the continuation
of a supply, of gas from the Company for the purposes only of a standby supply
for premises having a separate supply of gas, or having a supply (in use or
ready for use for the purpose for which the standby supply of gas is required)
of electricity, steam or other form of power, unless he has agreed to pay to
the Company sums in addition to the charges made for the gas supplied which
shall give the Company a reasonable return on the capital expenditure incurred
in providing the standby supply, and which shall cover other standing charges
incurred by the Company in order to meet the possible maximum demand for those
premises.
ARTICLE
58
Power to refuse to supply debtor in arrears
If a person requiring a supply of gas from the Company has
previously vacated premises on which gas was supplied to him by the Company
without paying all sums due to the Company in respect of gas so supplied, rent
of the meter or otherwise, the Company may refuse to supply him with gas until
he pays the amount due.
ARTICLE
59
Placing of pipes and meters
In order to enable the Company to ensure a sufficient supply of gas
to its consumers, the following provisions shall have effect –
(a) the
Company may specify the size and material of the pipes and the fittings thereof
which are to be laid at the expense of the consumer, either in the first place
or on the occasion of renewal, between the Company’s mains and the meter
and (insofar as they are intended to be covered over) on the consumer’s
premises;
(b) the
Company may make different specifications for different classes of premises,
having regard to the probable maximum consumption of gas thereon at any one
time;
(c) a
meter to be used in a new building, or a building not previously supplied with
gas, or connected to a new or substituted pipe laid by the consumer between the
main and the consumer’s meter, shall be placed as near as is reasonably
practicable to the Company’s main;
(d) where
a meter or pipe placed beyond that meter has been 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 notice on the Company; and
a representative of the Company, duly appointed, may, between the hours of nine
in the morning and five in the afternoon, inspect the pipes with their fittings
and the meter, and if the representative is not permitted to make the
inspection, or if the pipe 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;
(e) a
person to whom the Company refuses to supply gas under this Article may appeal
to the court and the court may, after considering any questions as to the
reasonableness of the Company’s specification, make such order as it
deems proper in the circumstances, and may order by which of the parties the
costs of the appeal are to be paid.
ARTICLE
60
Offence under this Part
(1) Where
the Company refuses or neglects to supply gas to an owner or occupier of
premises entitled to require it under this Law and under pressure specified
thereby it shall be guilty of an offence.
(2) In
proceedings for an offence under this Article it shall be a defence
for the Company to prove that the failure to supply was caused by circumstances
beyond the control of the Company; but lack of sufficient funds shall not
constitute a circumstance beyond the control of the Company.
PART XI
OFFENCES
BY COMPANY
ARTICLE
61
Pollution by washings, etc
If the Company allows washings or other substances produced in
making or supplying gas to flow into a stream, reservoir, aqueduct or pond or
into a drain communicating therewith, or wilfully
does anything connected with the making or supplying of gas whereby the water
in a stream, reservoir, aqueduct or pond is polluted, the Company shall be
guilty of an offence and liable to a fine not exceeding two thousand pounds,
and to a further fine not exceeding two hundred pounds for each day during
which the washings or other substances continue to flow or during which the act
by which the water is polluted continues, after the expiration of twenty-four
hours from the time when notice of the offence has been served on the Company
by the person into whose water the washings or other substances flow, or whose
water has been polluted by the wilful act of the
Company.
ARTICLE
62
Escape of gas
(1) Where
gas escapes from a pipe laid or set up by or belonging to the Company, it
shall, immediately after receiving notice thereof in writing, prevent the gas
from escaping further; and if the Company does not, within the twenty-four
hours following the service of the notice, effectually prevent the gas from
escaping and wholly remove the cause of complaint, it shall be guilty of an
offence and liable to a fine not exceeding one thousand pounds, and to a further
fine not exceeding one hundred pounds for each day during which the offence
continues after forty-eight hours from the receipt of the notice of the escape.
(2) In
proceedings for an offence under this Article, it shall be a defence for the Company to prove that it was not reasonably
practicable effectually to prevent the gas escaping within the period of
twenty-four hours, and that the Company did effectually prevent the escape as
soon as it was reasonably practicable to do so.
ARTICLE
63
Pollution of water by escaping gas
(1) Where
water is polluted by gas escaping from the Company’s mains, the Company
shall be guilty of an offence and liable to a fine not exceeding one thousand
pounds, and to a further fine not exceeding one hundred pounds for each day
during which the offence continues after the expiration of twenty-four hours
from the receipt of notice of the offence.
(2) For
the purpose of ascertaining whether water is polluted by the Company’s
gas, the person whose water is alleged to have been polluted may dig up the
ground and examine the pipes, mains and works of the Company; but before
proceeding so to dig and examine, he shall give twenty-four hours’ notice
in writing to the Company of the time at which the digging and examination are
to take place, and shall give a similar notice to the competent authority
having the control or management of the street, pavement or place where the
digging is to take place; and that person shall be similarly obliged to
reinstate the street and pavement and shall be subject to the same penalties
for delay, negligence or misfeasance as are provided by this Law with respect
to streets and pavements opened or broken up by the Company for the purpose of
laying its pipes.
(3) If
upon examination it appears that water has been polluted by the gas belonging
to the Company, the expenses of the digging, examination and repair of the
street or place disturbed in the examination shall be paid by the Company; but
if it appears that the water was not polluted by the Company’s gas, the
person causing the examination to be made shall pay all the expenses, and shall
also make good to the Company any injury which may be occasioned to its pipes,
mains and works by the examination.
PART XII
QUALITY
AND PRESSURE OF GAS
ARTICLE
64
Quality of gas
(1) The
gas supplied by the Company shall be tested each quarter by the gas examiner
appointed under Article 67 on at least –
(a) one
day in each month at the principal works of the Company; and
(b) two
days in each month at such place as the gas examiner chooses,
and the testing shall be in the manner and under the conditions
specified in the First Schedule and the gas shall be of a calorific value
expressed in British Thermal Units declared by the Company and called the Declared
Calorific Value; and, as regards purity, the gas shall not show any trace of sulphuretted hydrogen when tested in accordance with the
rules specified in that behalf in or pursuant to that Schedule; and the result
of each test shall be communicated to the Company by post, not later than the
next following day.
(2) The
Declared Calorific Value at the commencement of this Law shall be the Standard
Calorific Power determined under the “Loi
(1918) sur la compagnie du gaz” (now
repealed) and in force immediately before that date; but the Company may alter
the Declared Calorific Value by giving the Resources Recovery Board notice of
its intention including the proposed new calorific value, and publishing a copy
of the notice in one or more newspapers having circulation in the areas to be
affected, at least three months before alteration; and on expiry of that period
the value as altered shall become the Declared Calorific Value.
(3) If
in any quarter the average calorific value supplied by the Company, ascertained
in the manner specified in the First Schedule, is inferior to the Declared
Calorific Value, a sum fixed by arbitration as being as near as possible the
amount by which the receipts of the Company have been unduly augmented shall be
deducted from the revenue arising from the sale of gas in the year in which
that quarter ended and that sum shall be credited to each consumer, in
proportion to the gas supplied to him during the quarter in which the
deficiency occurred, in the first account rendered to him by the Company after
the fixing of the sum.
(4) If
in the test the calorific value is found to be more than four per cent under
the Declared Calorific Value, a second test shall be made on the same day at
least one hour after the Company has been notified of the insufficient
calorific value, and the average of the two tests (at least one of which shall
be made at the control station at the principal works of the Company if the
apparatus there is found to be in good order, or else at the Laboratory of the
Official Analyst) shall be taken to be the calorific value of the gas supplied.
(5) The
Company shall make the quarterly reports of the gas examiner available to the
public by exhibiting in its offices and showrooms a copy of the last report.
(6) In
this Article “quarter” means the period of three months beginning
1st January, 1st April, 1st July and 1st October.
ARTICLE
65
Pressure of gas
(1) Gas
supplied by the Company to a consumer shall be at a pressure which balances a
column of water of not less than two inches in height at the main or as near as
possible to the junction therewith of the service pipe supplying the consumer.
(2) The
gas examiner appointed under Article 67 may, for the purposes of this Law and
subject to the conditions of his appointment, test, in conformity with the
conditions specified in or pursuant to paragraph 1 of the First Schedule, the
pressure at which gas is supplied, and the Company shall afford the examiner
all reasonable facilities for making the test.
ARTICLE
66
Control station and apparatus
(1) The
Company shall provide a control station at its principal works, with the
necessary apparatus for testing –
(a) the
calorific value of the gas supplied;
(b) the
presence of sulphuretted hydrogen in the gas
supplied;
(c) the
pressure at which the gas is supplied;
and the apparatus shall be in accordance with rules specified in or
pursuant to the First Schedule and shall be so situated and arranged as to be
available for testing.
(2) The
Company shall keep the control station and apparatus in good repair and working
order to the satisfaction of the gas examiner, and no apparatus shall be
removed or replaced without his consent.
(3) The
Resources Recovery Board may build and maintain at public expense other control
and testing stations.
ARTICLE
67
Gas examiner
(1) The
Resources Recovery Board may appoint the Official Analyst as gas examiner to
test the gas provided at the control station in accordance with Article 66, and
the examiner may test there on any day the calorific value, purity and pressure
of the gas supplied by the Company.
(2) The
Company may, on each occasion of the testing of the gas by the gas examiner, be
represented by an agent or employee, but the agent or employee shall not
interfere with the testing.
(3) A
test in pursuance of this Law shall be taken in conformity with rules specified
in or pursuant to the First Schedule.
(4) The
gas examiner shall, on the day immediately following that on which the testing
of the calorific value or purity of the gas has been conducted, make a report
of the results of his testing and deliver copies thereof to the Company, and
the report shall be receivable in evidence.
(5) The
gas examiner shall make a report every quarter of the results of his testing in
pursuance of this Law to the Resources Recovery Board and the report shall be
receivable in evidence.
(6) The
Company shall give to the gas examiner and to his assistants, and to the
Resources Recovery Board and their agents, access to the control station, and
shall afford all facilities for the execution of this Law; and where the
Company defaults in complying with the provisions of this paragraph, it shall
be guilty of an offence.
(7) In
this Article and in paragraph 1 of the First Schedule Official Analyst has the
meaning assigned to it by the Food and Drugs (Jersey) Law, 1966.
ARTICLE
68
Offences under this Part
(1) If
on any day the gas supplied by the Company is less than the pressure, or of
less purity, than required by or under this Law, the Company shall be guilty of
an offence.
(2) In
proceedings for an offence under this Article it shall be a defence
for the Company to prove that the insufficiency or defect was caused by
circumstances beyond the control of the Company, but lack of sufficient funds
shall not constitute a circumstance beyond the control of the Company.
PART XIII
METERS
ARTICLE 69
Company may require supply through meters
A consumer of gas supplied by the Company shall, if so required by
the Company, consume it through a meter duly stamped as provided in this Law, being
a lawful meter within the meaning of this Law, or through a meter supplied or
approved of by the Company; and the Company shall not refuse to approve of a
meter which, when tested in accordance with the rules hereinafter specified, is
found to be correct.
ARTICLE
70
Company to supply meters
The Company shall, on application to it, supply to an owner or
occupier of premises a meter for registering the quantity of gas supplied; and
the owner or occupier shall, if so required and before receiving the meter,
give security for the payment of its price if he desires to buy it or of its
rent if he desires to hire it.
ARTICLE
71
Stamping of meters
(1) A
meter for measuring gas used for the purposes of this Law shall be stamped,
either with the stamp of a meter examiner appointed under or pursuant to
section 17 of the Gas Act 1986 of the United Kingdom or provision replacing it,
or with the official stamp provided for the purpose by the Company.
(2) A
meter shall not be a lawful meter for the purposes of this Law unless it is
stamped; and no meter shall be stamped by the Company unless it has previously
satisfied the tests specified in this Part.
ARTICLE
72
Apparatus for testing meters
The Company shall, for the purpose of testing meters, provide a gas
holder measuring one cubic foot and multiples and decimal parts of a cubic
foot, with proper balances, indices and apparatus for testing the measurement
and registration of meters, and the gas holder shall be certified and stamped
as correct by the Gas and Oil Measurement Branch of the Department of Energy in
England or its predecessors or successors.
ARTICLE
73
Rules for testing meters
The following rules shall be observed by the Company in testing
meters –
(a) Soundness – meters shall be
examined with closed outlets for external soundness or leakage, under a
pressure which balances a column of water twenty inches high; and if any escape
is indicated, the meter shall not be stamped;
(b) Unregistered gas – meters shall be
fixed on a horizontal base, and tested for the registration of small quantities
at a pressure which balances a column of water five inches high and with the
outlet checked so as to pass gas or air at the following rates –
Quantity of gas per hour which meter is intended to
measure
|
Rate at which gas or air is to be allowed to
pass out
|
Not exceeding 212 cubic feet
|
0.5 cubic foot per hour
|
Exceeding 212 cubic feet but not exceeding 883 cubic
feet
|
1.0 cubic foot per hour
|
Exceeding 883 cubic feet but not exceeding 2,296 cubic
feet
|
2.0 cubic feet per hour
|
Exceeding 2,296 cubic feet
|
3.0 cubic feet per hour
|
In making this test every meter shall be made to work through at
least one revolution or complete action of the meter; a meter found not to
register under these conditions shall not be stamped.
(c) Registration – a meter to be
tested for percentage of error shall be fixed on a horizontal base, and shall
be tested at a pressure which balances a column of water two inches high at the
inlet of the meter and the outlet shall be checked so that the meter is passing
gas or air at a rate of flow of not less than one fiftieth of the greatest rate
of flow for which it is designed and not more than that greatest rate of flow.
ARTICLE
74
Tolerance of error in meters
(1) No
meter shall be stamped which, after testing, is found to register or be capable
of being made, by a contrivance for that purpose, by any means practically
prevented in a good meter, to register quantities varying from the true
standard measure of gas more than two per centum in favour
of either the seller or the consumer; and a meter found after testing to
register or to be capable of registering quantities varying from the true
standard measure of gas beyond those limits shall be deemed to be incorrect
within the meaning of this Law.
(2) A
meter found to measure and register quantities of gas accurately, or not
varying beyond the limits specified in paragraph (1), and incapable by any
means therein specified of registering quantities of gas varying beyond those
limits, shall be considered to be correct, and shall be stamped, in a manner
and on a part of the meter as shall most effectively prevent fraud.
ARTICLE
75
Provisions incidental to testing of meters
(1) If
the Company has to test a meter in consequence of a dispute as to the
registered consumption, the Company shall notify the consumer in writing of the
date and time when the meter is to be tested, and shall inform the consumer of
his right to be present at the test; and if the consumer is not satisfied with
the test made by the Company, he may require the meter to be sent to a meter
examiner appointed under or pursuant to section 17 of the Gas Act 1986 of the
United Kingdom or provision replacing it, in order that it may be tested by him
and a report made thereon.
(2) If
the result of the new test confirms that made by the Company, the consumer
shall pay the costs of the second test including the fees connected therewith
up to a maximum of fifty pounds; but if it is proved that the test made by the
Company was incorrect, the Company shall pay all the costs and fees connected
with the second test.
(3) The
Company shall keep a register in which shall be noted all tests of meters,
specifying the identify number and indication of capacity marked on each meter
by the makers.
ARTICLE
76
Company’s authority to connect or disconnect meters
(1) Except
with the Company’s authority, no person shall connect a meter with a pipe
through which gas is supplied by the Company to that meter, nor disconnect a
meter from any such pipe.
(2) A
person who contravenes the provisions of this Article shall be guilty of an
offence.
ARTICLE
77
Maintenance of meters
(1) A
consumer of gas supplied by the Company shall, at his own expense, keep all
meters belonging to him whereby the gas of the Company is registered in proper
order for the purpose of correctly registering the gas; and in default of his
so doing the Company may cease to supply gas through that meter.
(2) The
Company shall, at all reasonable times, have access to and may remove, take
away, test and inspect and replace a meter; and removal, carriage, test,
inspection and replacement shall be done at the expense of the Company if the
meter is found to be in proper order, but if otherwise at the expense of the
consumer.
ARTICLE
78
Hire of meters
(1) Without
prejudice to any other powers of the Company, the Company may let on hire
meters for ascertaining the quantity of gas consumed or supplied, and fittings
thereto, for an amount, and on terms with respect to the repair of the meter
and fittings and for securing the safety and return to the Company of the
meter, as may be agreed upon between the consumer and the Company, and charges
made therefor shall be recoverable in the same manner
as the amounts due to the Company for gas.
(2) The
Company shall at all times, at its own expense, keep all meters let on hire to
consumers in proper order for the purpose of correctly registering gas, and in
default of its so doing a consumer shall not be liable to pay rent for the
meter while the default continues, and the Company shall, for those purposes,
at all reasonable times, have access to and may remove, test, inspect and
replace a meter.
ARTICLE
79
Meters prima facie evidence of gas consumed
(1) The
register of the meter shall be prima
facie evidence of the quantity of gas consumed and in respect of which a
payment or rate is charged and sought to be recovered by the Company; but if
the Company and the consumer do not agree as to the quantity consumed, the
dispute shall be determined, upon the application of either party, by the
court.
(2) If
a meter used by a consumer of gas, after having been tested in the manner
prescribed by this Law, is proved to register erroneously within the meaning of
this Law, the erroneous registration shall be deemed to have first arisen during
the preceding quarter, unless it be proved to have first arisen during the
current quarter.
(3) The
amount of the allowance to be made to, or of the surcharge to be made on, the
consumer by the Company, as the case may be, shall be paid by or to the Company
to or by the consumer and shall be recoverable in the same manner as gas
charges are recoverable by the Company.
PART XIV
MATTERS
ANCILLARY TO SUPPLY OF GAS
ARTICLE
80
Anti-fluctuators
(1) A
consumer of gas supplied by the Company who makes use of a gas engine shall, if
required by the Company to do so, use an efficient anti-fluctuator,
and he shall at his own expense keep the anti-fluctuator
in proper order; and if he does not use an anti-fluctuator
or does not keep the anti-fluctuator in proper order,
the Company may cease to supply gas to him.
(2) The
Company shall at all reasonable times have access to and may remove, take away,
test, inspect and replace an anti-fluctuator; and
removal, carriage, test, inspection and replacement shall be done at the
expense of the Company if the anti-fluctuator is
found to be in proper order, but if otherwise, at the expense of the consumer.
ARTICLE
81
Unlawful abstracting, etc., of gas
(1) A
person who wilfully, fraudulently, or by culpable
negligence, injures or causes to be injured gas fittings belonging to the
Company, or alters the index of a meter, or prevents a meter from registering
the quantity of gas supplied, or fraudulently abstracts, consumes or uses the
Company’s gas, shall (without prejudice to any other right or remedy for
the protection of the Company or the punishment of the offender) be guilty of
an offence and liable to a fine not exceeding one thousand pounds or to
imprisonment for a term not exceeding six months, or to both.
(2) Where
a person has wilfully or fraudulently injured or
caused to be injured gas fittings belonging to the Company, or altered the
index of a meter, or prevented a meter from registering the quantity of gas
supplied, the Company may also, until the matter complained of has been
remedied, but for no longer, discontinue the supply of gas to the offender,
notwithstanding any existing contract.
(3) The
existence of artificial means for causing alteration of the index or prevention
of registration of gas supplied, or for abstracting, consuming or using the
Company’s gas, when a meter is under the custody or control of the
consumer, shall be prima facie
evidence that the alteration, prevention, abstraction, or consumption, has been
wilfully and fraudulently caused by the consumer using
the meter.
ARTICLE
82
Unauthorised equipment, etc., used in connexion with supply of gas
A person who lays or causes to be laid a pipe joining any pipe
belonging to the Company without its consent, or who, where the gas supplied by
the Company is not ascertained by meter, uses a burner other than as has been
provided or approved of by the Company, or of larger dimensions than that
person has contracted to pay for, or keeps lights burning for a longer time
than he has contracted to pay for, or who in any other manner improperly uses
or burns gas, or supplies another person with part of the gas supplied to him
by the Company, shall be guilty of an offence; and the Company may cease
supplying gas to the premises of the offending person, notwithstanding any
previous contract.
ARTICLE 83
Damage to pipes, etc
A person who wilfully removes, destroys
or damages a pipe, pillar, post, plug or other property of the Company used in connexion with the supply of gas, or wastes or improperly
uses gas supplied by the Company, shall be guilty of an offence and liable to a
fine not exceeding five hundred pounds or to a term of imprisonment not
exceeding three months, or to both.
ARTICLE
84
Property in gas fittings
Gas fittings let for hire by the Company and marked or impressed
with a sufficient mark or brand indicating the Company as the owner thereof
–
(a) shall
not be subject to arrest by a landlord as security for rent, or be liable to be
taken in execution under process of a court or any proceedings en desastre by
the Viscount against the person in whose possession they may be;
(b) shall
not be deemed to be landlord’s fixtures notwithstanding that they may be
fixed or fastened to part of the premises in which they are situated.
ARTICLE
85
Access to premises by Company
(1) An
employee or agent of the Company may, at all reasonable times, enter premises
supplied with gas by the Company in order to inspect gas fittings or the means
of ventilation used in connexion therewith, or
service pipes or other apparatus (not being gas fittings) which is or are on
the premises and used for the supply of gas or connected to a gas main, and for
the purpose of ascertaining the quantity of gas consumed or supplied.
(2) The
power to inspect under paragraph (1) includes the power to test any of the
things mentioned therein and the adequacy of ventilation thereto and, where it
is in the opinion of the employee or agent necessary for the averting of danger
to life or property, and notwithstanding any existing contract for the supply
of gas, he may disconnect and seal off a gas fitting or part of a gas supply
system or cut off the supply of gas to the premises, or, if no such supply is
being given, signify the refusal of the Company to give that supply.
(3) Where
the Company has reasonable cause to suspect that gas is escaping, or may
escape, in premises, it may appoint one or more employees or agents to enter
the premises for the purpose of inspecting the gas fittings and preventing the
escape, and to inspect the fittings, carry out any work necessary to prevent
the escape, and take any other steps necessary to avert danger to life or
property; and where an employee or agent has reasonable cause to suspect that
gas which has escaped has entered, or may enter, other premises, he may enter
those premises also and take any steps necessary to avert danger to life or
property.
(4) A
person who wilfully obstructs an employee or agent
exercising powers under this Article shall be guilty of an offence.
(5) A
person who, except with the consent of the Company or in pursuance of
directions given by the Resources Recovery Board –
(a) reconnects
a gas fitting or part of a gas supply system which has been disconnected under
this Article;
(b) restores
the supply of gas to premises from which it has been cut off under this
Article;
(c) causes
gas from gas mains of the Company to be supplied to premises in respect of
which the refusal of the Company to supply has been signified under this Article
and not withdrawn,
shall be guilty of an offence.
ARTICLE
86
Right to stop supply of gas
(1) If
a person supplied with gas by the Company neglects to pay the rate or price due
for that gas to the Company, the Company may stop the gas from entering the
premises of that person either by cutting off the service pipe, or by other
means as the Company thinks fit.
(2) The
Company may recover the costs of stopping gas under this Article from the
person whose supply is cut off.
ARTICLE
87
Notice of discontinuance by consumer
(1) At
least twenty-four hours’ notice in writing shall be given to the Company
by a consumer before he vacates premises supplied with gas by meter by the
Company, and in default of a notice the consumer shall be liable to pay to the
Company the money accruing due in respect of supply up to the next usual period
for ascertaining the register of the meter on those premises, or up to the date
from which any subsequent occupier of those premises requires the Company to
supply gas, whichever first occurs.
(2) Notice
of the effect of this provision shall be inscribed in print or manuscript on
every demand note for gas charges payable to the Company.
(3) A
notice to the Company under this Article shall be of no effect unless it is in
writing signed by or on behalf of the consumer and is left at, or sent by post
to, the office of the Company.
ARTICLE
88
Right of entry to remove gas fittings
(1) Where
a consumer of gas supplied by the Company ceases to require a supply of gas,
and where the Company is authorised to remove and to
cut off the supply of gas to premises, the Company, or its agents or employees
may, after twenty four hours’ notice in writing to that effect under the
hand of the secretary or other properly authorised
agent of the Company has been given to the occupier, or, if the premises are
unoccupied, to the owner or lessee, or to the agent of the owner or lessee, of
premises in which gas fittings or apparatus belonging to the Company are laid
or fixed, and through or in which the supply of gas is for any reason
discontinued, enter the premises between the hours of nine in the morning and
four in the afternoon for the purpose of removing the gas fittings from those
premises; and the Company shall make good any damage caused by the entry and
removal.
(2) A
person who wilfully obstructs an employee or agent
exercising powers under this Article shall be guilty of an offence.
ARTICLE
89
Incoming occupier not normally liable for arrears
If a consumer of gas supplied by the Company vacates premises where
gas has been supplied to him without paying the gas charges or meter rent due
by him, the Company shall not require from the next tenant or occupier of those
premises the payment of the arrears left unpaid by the former tenant or
occupier unless the incoming tenant or occupier has entered into an undertaking
with the former tenant or occupier to relieve him of the payment of the arrears
and to pay them himself.
ARTICLE
90
Gas tariffs
(1) The
Company shall charge for gas supplied by it according to the number of therms, or, at its option, the number of kilowatt hours,
supplied, which charges shall, subject to Article 91, be in accordance with tariffs
fixed from time to time by the directors; and such tariffs shall be so framed
as to show the methods by which, and the principles on which, the charges are
based, and shall be published in a manner as, in the opinion of the directors,
will secure adequate publicity.
(2) The
tariffs fixed by the directors may include standing charges in addition to the
charge for the actual gas supplied and may also include a rent or other charge
in respect of a meter or fittings provided by the Company on the premises of
the consumer.
(3) The
Company may demand payment of a mimimum charge four
times a year, which minimum charge shall not exceed the charge which the
Company could make for the consumption of five therms
or, in the event that the Company charges according to the number of kilowatt
hours supplied, 146 kilowatt hours, of gas.
(4) The
Company may enter into a special agreement with a consumer for the supply of
gas to him on terms specified in the agreement, but it shall do so only –
(a) where
the Company’s tariffs are not appropriate by reason of special
circumstances;
(b) where
the agreement provides for a minimum supply of gas to premises in excess of
25,000 therms, or its equivalent in kilowatt hours,
in any period of twelve months.
(5) The
directors in fixing tariffs shall not show undue preference to or discriminate
against any person or class of persons.
ARTICLE
91
Power of States in connexion with gas
tariffs
(1) Where
it appears to the States to be necessary to do so in the public interest, the
States may by Regulations –
(a) determine
the tariffs to be made by the Company in respect of gas which it supplies; and
(b) specify
the manner in which the tariffs are to be assessed and make provisions
incidental thereto.
(2) In
determining the tariffs, the States shall have regard to the following or any
other relevant matters –
(a) the
present needs of the Company and the future expansion of services provided by
the Company;
(b) the
ability of the Company so long as its business is managed efficiently to pay
–
(i) interest
on and reimbursement of money borrowed, raised or owing by the Company;
(ii) a
dividend on the preference shares issued by it at the rate fixed under the
terms of issue of those shares; and
(iii) a
reasonable dividend on the ordinary shares issued by it;
(c) any
capital expenditure which the Company may reasonably be expected to incur
during the next five years and the desirability of the Company’s charging
that expenditure, or part thereof, to revenue;
(d) the
ability of the Company to pay all proper expenses of and connected with the
working, management and maintenance of the Company;
(e) the
provision of any contributions, whether set apart out of revenue or otherwise,
which the Company may lawfully carry to a reserve, contingency or amortisation fund;
(f) the
ability of the Company to make good depreciation, whether or not provision therefor is made by a reserve or contingency fund; and
(g) the
ability of the Company to meet all other costs, charges and expenses, if any,
properly chargeable to revenue.
(3) Regulations
made under this Article, unless previously renewed by the States, shall lapse
after twelve months from the date on which they come into force.
PART XV
MISCELLANEOUS
ARTICLE
92
General penalty and liability of directors, etc
(1) Where
the Company or a person is guilty of an offence under this Law for which no
penalty is expressly provided the Company or that person shall be liable to a
fine not exceeding five hundred pounds, and where the offence is a continuing
one, to a further fine not exceeding fifty pounds for each day after the first
during which the offence continues.
(2) Where
an offence has been committed by the Company, and it is proved that the offence
occurred with the consent or connivance of, or was attributable to any neglect
on the part of, a director or officer of the Company, or any person who was
purporting to act in such a capacity, he, as well as the Company, shall be
guilty of that offence and liable to be proceeded against and punished
accordingly.
ARTICLE
93
Disputes between Company and gas examiner
In the event of a dispute between the Company and the gas examiner
appointed by virtue of Article 67 the matter shall be referred to an
arbitrator, who shall be a competent authority on gas testing, appointed by the
Resources Recovery Board in agreement with the Company or, failing agreement,
by the President for the time being of the Institution of Gas Engineers at the
request of the Resources Recovery Board and the costs of the arbitration shall
be borne by the Company.
ARTICLE
94
Printed copy of Law to be kept
The Company shall keep in its principal office a printed copy of
this Law which shall be available for inspection by members of the public
during normal business hours.
ARTICLE
95
Restriction on Company ceasing gas business or disposing of certain
fixed assets
(1) The
Company shall not –
(a) cease
to produce and supply mains gas; or
(b) sell
or dispose of a fixed asset essential to the production or supply of mains gas,
unless it has given the States, in the case of sub-paragraph (a), not less than
twelve months’ prior notice, or, in the case of sub-paragraph (b), not
less than one month’s prior notice, of its intention to do so.
(2) On
receipt of a notice under paragraph (1) the States may –
(a) in
the case of proposed cessation, purchase the undertaking of the Company under
Article 97;
(b) in
the case of proposed sale or disposal of a fixed asset essential to the
production or supply of mains gas, purchase that asset in accordance with the
provisions of the Second Schedule,
and in either case shall give written notice (in respect of
sub-paragraph (b) to be called an option notice) to the Company within the
relevant period of its intention to do so.
(3) A
sale or disposal made contrary to paragraph (1) shall be void, but if no notice
is served by the States under paragraph (2) within the relevant period the
Company may freely deal with or dispose of the relevant property unencumbered
by virtue of this Law.
(4) In
this Article “disposal” includes the creation of a hypothec,
charge, lien or other security over the asset.
ARTICLE
96
Conditions under which Company may be wound up
The Company may be wound up –
(a) subject
to the giving of the notice required by Article 95(1)(a) as to cessation of
production and supply, by a special resolution of the Company to that effect,
in which case the winding up shall commence from the date on which a certified
copy of the resolution is sent to the Judicial Greffier;
(b) if
the number of shareholders is reduced to less than two and –
(i) written
notice of the number is given to the Judicial Greffier;
and
(ii) the
number of shareholders remains at less than two for a period of twelve months
from the date of that notice,
in which case, subject to the exercise by the States of its powers
under Article 97, winding up shall take effect from that date.
ARTICLE
97
Purchase by States of Company’s undertaking
(1) The
States, may, after giving the Company not less than twelve months’ prior
written notice of its intention to do so, purchase the undertaking of the
Company on payment to the Company by way of compensation, on the transfer date
or as soon thereafter as the compensation payable hereunder as has been
determined, of a sum representing the greater of –
(a) the
net asset value of the Company; or
(b) a
sum which the property and rights to be transferred to the States by virtue of
the provisions of the Third Schedule would be expected to realise
–
(i) if
they had been sold as a going concern, subject to the liabilities and
obligations to be transferred to the States by virtue of the provisions of the
Third Schedule, on the date of service of the notice under this paragraph, in
the open market by a willing seller to a willing buyer; and
(ii) if
this Article and Article 95 did not exist;
together with an amount representing interest on the sum,
calculated from the date of the notice to the transfer date, at a reasonable
rate; and the amount representing interest under this sub-paragraph shall not,
for taxation or other purposes, be treated as income but as part of the
compensation due to the Company;
and in either case on payment by the States in addition of interest
on the compensation calculated from the transfer date up to the date of payment
of the compensation, at a reasonable rate.
(2) The
period of twelve months required by paragraph (1) shall not be required where
notice has been given to the States pursuant to Article 95(1)(a) or received by
the Judicial Greffier pursuant to Article 96(b) and
the States have decided to purchase the undertaking of the Company.
(3) Where
notice is given by the States under this Article the provisions of the Third
Schedule shall apply, and the expressions “transfer date” and
“net asset value” in this Article have the meanings assigned to
them in that Schedule.
ARTICLE
98
Restriction on offer by States to shareholders of Company
Save with the agreement of the directors, if the States at any time
makes, or procures the making of, an offer to shareholders of the Company to
acquire all or part of their shares in the Company, the consideration offered
shall not be less than that provided for in Article 97(1) (with the
substitution, for references to the transfer date and the date of service of
the notice under that paragraph, of references to the date of the offer); and
the provisions of Part II, and paragraphs 1 and 4(d), (e) and (f) of Part III,
of the Third Schedule shall mutatis mutandis apply.
ARTICLE
99
Retrospective operation of Articles
The powers of the Company set out in Articles 4, 22(4) and 29(4)
shall be deemed to have been vested in the Company since its incorporation.
ARTICLE
100
Short title and repeal
(1) This
Law may be cited as the Jersey Gas Company (Jersey) Law, 1989.
(2) The
“Loi (1918) sur la compagnie du gaz” is repealed, but by-laws made thereunder
shall continue in force and be deemed to have been made under this Law.
E.J.M. POTTER
Greffier of the States.
FIRST SCHEDULE
(Articles 64, 65, 66 and 67)
Rules for testing quality and pressure of gas
1. The
apparatus and method adopted for testing the calorific value of the gas and the
pressure at which gas is supplied, and for testing for the presence of sulphuretted hydrogen therein, shall be as agreed between
the Company and the Official Analyst appointed under Article 67.
2.-(1) The average
calorific value of the gas supplied in any quarter shall be ascertained by the
gas examiner by taking the sum of the calorific value of the gas as determined
by the results of all the official testings.
(2) The
sum shall be divided by the total number of testings
made during the quarter, and the quotient shall be the average calorific value
for the quarter.
(3) A
copy of this average shall be supplied to the Company at the earliest fourteen
days but not later than twenty-one days after the end of each quarter.
3. The
number of therms supplied to a consumer shall be
ascertained by multiplying the number of cubic feet of gas registered by the
consumer’s meter by the number of British Thermal Units comprised in the
Declared Calorific Value, and dividing the product by one hundred thousand.
4. The
number of kilowatt hours supplied to a consumer shall be ascertained by
multiplying the number of cubic feet of gas registered by the consumer’s
meter by the number of British Thermal Units comprised in the Declared
Calorific Value and dividing the product by 3412.14.
SECOND SCHEDULE
(Article 95(2)(b))
Procedure where States intend to purchase a fixed asset of the Company
essential to the production or supply of mains gas
Where the States have served an option notice on the Company under
Article 95(2)(b) stating their intention to purchase a fixed asset of the
Company essential to the production or supply of mains gas the following
provisions shall apply –
1. The
value of the asset shall be assessed as at the date of service of the option
notice and shall be the amount which the asset would have been expected to realise if it had been sold, free from encumbrance (save
for any encumbrance, exception, reservation, restriction, covenant or condition
to which it was subject at the date of commencement of this Law or, if later,
the date of acquisition by the Company) on the open market by a willing seller
to a willing buyer, and as if Articles 95 and 97 did not exist.
2. If
the Company and the States do not agree the value within one month from the
date of service of the option notice, an independent valuer
shall be appointed to make a valuation binding on the parties; and the valuer shall be a person agreed by the parties or, failing
agreement within 14 days, to be selected (at the instance of either party) by
the President for the time being of the Royal Institution of Chartered
Surveyors in England, and the costs of the valuation shall be shared equally
between the parties.
3. The
States may revoke the option notice at any time before the value of the asset
is agreed or before the expiry of one month after it has been assessed but
otherwise the Company shall not sell or dispose of the asset except to the
States after the option notice has been received.
4. When
the value of the asset has been agreed or assessed the States shall, subject to
paragraph 3, pay that amount to the Company and the Company shall convey the
asset to the States free from encumbrance (save any encumbrance, exception,
reservation, restriction, covenant or condition as is mentioned in paragraph
1).
5. Where
an option notice has been served on the Company and subsequently revoked the
Company may freely deal with or dispose of the asset notwithstanding the
provisions of Article 95(1).
THIRD SCHEDULE
(Article 97(3))
Procedure where States intend to purchase the undertaking of the
Company
PART I
TRANSFER OF PROPERTY, ETC
Where the States have served a notice on the Company under Article
95(2)(a), or a notice under Article 97(1), stating their intention to purchase
the undertaking of the Company the following provisions shall apply –
1-(1) On the date fixed
by the States for the purposes, or on a date agreed between the States and the
Company (in this Schedule called the “transfer date”) the Greffier of the States shall apply to the court for an
order that all property, liabilities, rights and obligations of the Company
(save for documents required to be kept by the Company pursuant to the
provisions of this Law) shall be transferred from the Company to the States and
shall vest in the States by virtue of this paragraph and without further
assurance.
(2) The
court shall, if satisfied that the provisions of this Law have been complied
with, so order, and further order that a record of the title of the States be
registered in the Public Registry of Contracts.
(3) The
record so registered shall have effect as a contract passed before the court
and shall constitute a valid title to the property and rights appertaining
thereto, and the title shall bear the date of the order of the court.
2. The
Company shall not without the consent of the States, which consent shall not be
refused without valid reasons, incur any capital expenditure in connexion with the undertaking after it has received notice
from the States of their intention of exercising their right of purchase.
3. Where
in the case of a transfer under this Part any property, liability, right or
obligation which is to be transferred to the States cannot be properly vested
in the States because transfers thereof are governed otherwise than by the law
of Jersey, the Company shall take all practicable steps for the purpose of
securing that the transfer of the property, liability, right or obligation is
effective under the relevant foreign law.
4. In
this Schedule –
(a) a
reference to property, liabilities, rights and obligations of the Company is a
reference to all property, liabilities, rights, and obligations, whether or not
capable of being transferred or assigned by the Company and whether of a
personal nature or otherwise;
(b) a
reference to liabilities, rights and obligations of the Company is a reference
to liabilities, rights and obligations to which the Company is entitled or
subject whether under the law of Jersey or elsewhere.
PART II
VALUE OF ASSETS AND DISPUTES AS TO AMOUNTS
1. In
this Part of this Schedule –
“Group” means the Company and any subsidiary thereof;
“liabilities”, for the purpose of assessing net asset
value, includes any amount retained as reasonably necessary for the purpose of
providing for any liability or loss which is likely to be incurred, or which is
certain to be incurred but is uncertain as to amount or as to the date on which
it will arise;
“net asset value” means the total value of the assets
of the Group after deducting the liabilities of the Group, all as shown (after
deducting amounts attributable to outside shareholders in subsidiaries of the
Company) by an audited consolidated balance sheet of the Group prepared in
accordance with paragraphs 3 and 4 of this Part of this Schedule.
2. In
determining the net asset value of the Company no deduction shall be made in
respect of any liabilities of the Company in respect of a scheme referred to in
paragraph 1 of Part III, or in respect of any of the pensions or other benefits
referred to in paragraph 4(f) of Part III, of this Schedule; but those things
may be taken into account in assessing the value of the Company as a going
concern under Article 97(1)(b).
3. As
soon as possible after the transfer date the Company shall procure an audited
consolidated balance sheet of the Group as at the transfer date, which shall be
prepared on the same bases and applying the same policies and principles, subject
to paragraph 4 below, as those adopted in preparing the last published audited
accounts of the Company prior to the transfer date.
4.-(1) In the balance
sheet –
(a) there
shall be included all accrued profits and losses as at the transfer date in respect
of transactions on or prior to that date and appropriate provisions for
taxation on those profits and losses shall be made;
(b) each
of the fixed assets of the Group, and each of the liabilities of the Group
(being liabilities which are currently dealt in and are in the form of
debentures) shall be valued at the amount which each asset or liability might
have been expected to realise if it had been sold (in
the case of a liability, by the person entitled to the benefit thereof)
immediately prior to the transfer date on the open market by a willing seller
to a willing buyer and as if Articles 95 and 97 did not exist; and; for the
purposes of this sub-paragraph, liabilities shall be deemed to be currently
dealt in if at the transfer date there have been six or more dealings in those
liabilities during the period of six months preceding that date; and, in
determining the value of any asset or liability, no reduction shall be made on
account of any assumption that the whole of the assets or liabilities is to be
placed on the market at one time;
(2) Notwithstanding
sub-paragraphs (1) and (3) of this paragraph and paragraph 3, to the extent
that an item which would or might be included in the balance sheet is not
transferred to the States pursuant to paragraph 1 or 3 of Part I of this
Schedule, that item shall not be included in the balance sheet.
(3) The
balance sheet shall, subject to the provisions of this paragraph and paragraph
3, present a true and fair view of the state of the Group’s affairs at
the transfer date.
5. A
question as to the amount of compensation, or the rate of interest, or amounts
representing interest, to be paid under or by virtue of Article 97, or whether
particular property, liabilities, rights or obligations vest in the States by
virtue of Part I of this Schedule shall, in default of agreement between the
Company and the States, be determined by a Board of Arbitration consisting of
three persons constituted, and following the procedure, as follows –
(a) the
Company and the States shall each nominate one arbitrator within sixty days
after the delivery of a request in writing by the other party to do so, failing
which that arbitrator may at the request of the other party be appointed by the
President for the time being of the Institute of Chartered Accountants in
England and Wales;
(b) the
third arbitrator, who shall serve as chairman of the Board of Arbitration,
shall be nominated either –
(i) by
agreement between the arbitrators nominated by the parties; or
(ii) if
the arbitrators nominated by the parties fail to agree upon a third arbitrator
within sixty days after the latter of them has been nominated, by the President
for the time being of the Institution of Gas Engineers in England at the
written request of either or both of the parties;
(c) should
a vacancy arise because an arbitrator dies, resigns, or (in the opinion of his
fellow arbitrators) refuses to act or becomes incapable before a decision is
given, the vacancy shall be filled by the method laid down in this paragraph
for the original appointment;
(d) the
place of arbitration shall be such as may be agreed by the parties and in
default of agreement shall be in St. Helier;
(e) the
decision of the Board of Arbitration shall be final and binding on the parties,
save that either party shall have the right to appeal to the court against the
decision of the Board on a point of law alone within one month after the date
on which notice of the decision was communicated to it;
(f) at
any time during the conduct of the arbitration the Board of Arbitration of its
own motion may, and upon the application of both parties shall, state a case
for the opinion of the court on a question of law or procedure which may arise,
and until the decision of the court has been given upon that reference, the
proceedings in arbitration shall be suspended;
(g) upon
a reference by case stated as provided herein the court shall hear and
determine the question or questions of law or procedure arising on the case and
shall remit the matter to the Board of Arbitration with its opinion thereon or
may make such other order in relation to the matter and may make such orders as
to costs as may seem just; and the court may also cause the case to be sent
back for amendment, and thereupon the case shall be amended accordingly and
judgment shall be delivered after it has been amended;
(h) the
costs of the arbitration and of the reference shall be borne equally by the
States and the Company;
(i) Part
I of the Arbitration Act 1950, and the Arbitration Act 1979, of the United
Kingdom, or such Acts as may replace those provisions, shall apply to every
arbitration under this paragraph as if those Acts extended to Jersey, as if the
arbitration were pursuant to an arbitration agreement, within the meaning of
the Arbitration Act 1950, and as if this paragraph were an arbitration
agreement, and as if, for references to the High Court, there were substituted
references to the Royal Court, except insofar as those Acts are inconsistent
with this paragraph or any rules or procedure of the Royal Court.
PART III
PROVISIONS AS TO PENSIONS
1. In
this Part of this Schedule “scheme” means a pension fund or scheme
other than a pension referred to in paragraph 4(f).
2. The
trust deeds, rules or instruments constituting or relating to each scheme of
the Company shall, on and from the transfer date, be construed and have effect
as if the States were substituted for the Company as employer for the purpose
of the scheme, and the States shall execute and do all documents, acts and
things as may be necessary or expedient for the purposes of the substitution.
3. The
provisions of any scheme relating to its winding up shall not have effect by
reason only of the winding up or dissolution of the Company on or after the
transfer date or by reason only of the substitution mentioned in paragraph 2.
4. Without
prejudice to paragraph 2, on and after the transfer date the States shall
–
(a) observe
and perform such of the provisions of all schemes as are thereunder
to be observed and performed by the employer;
(b) have
power exercisable by deed at its discretion to appoint new trustees and to
remove and replace for any reason any or all of the trustees of any or all
schemes;
(c) have
power exercisable by deed to alter or modify provisions of any scheme and
whether retrospectively or otherwise; but no such alteration or modification
shall be made which reduces the benefits of a beneficiary of any scheme already
accrued at the date of the deed;
(d) ensure
that the beneficiaries of each scheme are not placed in worse position by
reason of the purchase of the undertaking of the Company by the States;
(e) ensure
that there shall be admitted to each scheme any employee of the Company or its
subsidiary at the transfer date who would, at that date, qualify for admission
to the scheme after the expiry of a specified period of service or the
attaining of a specified age; that each admission shall take place when
requested by the employee (subject to the fulfilment
of any such condition); and that sub-paragraph (d) of this paragraph applies to
those employees;
(f) whether
or not the Company was legally obliged to pay them, continue to pay (or, where
Article 98 applies, ensure that the Company will continue to pay) the pensions
and other benefits listed in an exchange of letters between the Company and the
President of the Finance and Economics Committee (save insofar as, prior to the
transfer date the Company has secured any of those pensions or other benefits)
at the rates specified therein, or such higher rates as are paid by the Company
immediately before the transfer date; and the obligations of the States under
this subparagraph shall be enforceable at the suit of each person listed in the
exchange of letters or his dependants.