Armidale Gas Company's Incorporation Act of 1884 48 Vic (NSW)

ARMIDALE Gas Company's Tycorvoration. Preamble, An Act to incorporate the Armidale Gas Company (Limited) and to enable the said Armidale Gas Company (Limited) to construct Gas-works within the city of Armidale. [20th June, 1884. ] Ww" EREAS it is expedient that the city of Armidale in the Colony of New South Wales should be supplied and lighted with gas And whereas for the carrying out of the works necessary for such supply of gas a Joint Stock Company called the Armidale Gas Company (Limited) has lately been established at Armidale in the Colony of New South Wales under and subject to the rules regulations restrictions and provisions contained in certain articles of association signed in the month of October one thousand eight hundred and cighty-three and purporting to be the articles of association of the said Company And whereas by the memorandum of association of the said Company it was declared that the objects for which the said Company was estab- lished were to manufacture gas and supply the same in the town and suburbs of Armidale and to carry on the business of a gas company in all its branches To manufacture render saleable and deal in coke tar pitch asphaltum and all residual products obtained in the manufacture of 1884. 48° VIC Armidale Gas Company's Incorporation. of gas T'o construct and maintain works for manufacturing receiving and purifying gas and all other works buildings pipes plant machinery apphancees and "apparatus necessary or proper "for the manufacture or supply of gas 'To purchase lease or otherwise acquire lands buildings easements collicries plant machinery and all other goods chattels or things used by the said Company for the purposes of its undertaking No obtain an Act or Acts of Paliament and all other authorities for enabling the Company to carry into effect all or any of the above objects And whereas by the said memorandum of association it was further agreed that the capital of the said Company should consist of cight thousand pounds divided into cight thousand shares of one pound each And whereas by the said articles of association provision has been made for the payment of dividends and for increasing the capital of the Company and also for the due management of the affairs of the said Company And whereas the said Company is desirous of being incor- porated and it is expedient that it should be incorporated accordingly and empowered to construct gas-works within the municipal boundaries of the city of Armidale but subject to the provisions hereinafter con- tained And whereas the Borough Council of the city of Armidale have at the request of the Armidale Gas Company (Limited) and in consideration of the benefits to arise from the establishment and car rying out of such works consented to the vesting of the said Company f all necessary powers and authorities so far as the rights and interest oF the said Borough Council are conecrned Be it therefore enacted by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows :— 1. Such and so many persons as have already become or may in the manncr provided by and subject to the rules regulations and provisions contained in the articles of association become pro- prictors of shares of or in the capital for the time being of the said Company shall for the purposes aforesaid but subject. nevertheless to the conditions restrictions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of the " Armidale Gas Company (Limited)" and by that name shall and may sue any person or persons body or bodies politie or corporate whether a member or members of the said Corporation or not and may sue and be sued implead and he impleaded in all Courts whatso- ever at law or in cyuity and may prefer lay or prosceute any indictment information and prosecution against any person or persons whomsoever for any stealing embezzlement. fraud forgery crime or offence and in all indictments informations and prosecutions it shall be lawful to state the money and goods effects bills notes sceurities or other property of the said Company to be the money goods effects bills notes securities or other property of the said Corporation and to designate the said Company or co-partnership by its corporate name whenever for the purpose of any allegation of any intent to defraud or otherwise howsoever such designation shall be necessary and the said Corporation shall have perpetual succession with a common seal which may he altered varied and changed from time to time at the Pleasure of the said Corporation. The several Jaws rules regulations clauses and agreements contained i in the said articles of association or to be made under or by virtue or in pursuance thereof shall be deemed and considered to be and shall be the by-laws for the time being of the said Corporation save and except in so far as any of them are or shall be or may be altered varied or repealed by or are or shall be or may he inconsistent or incompatible with or repugnant, to 4 any of the provisions of this Act or Company incorpo- rated. Deed of settlement confirmed, 76 48' VIC. 1884. Armidale Gas Compan; ys } Incorporation. or any of the laws or statutes now or hereafter to be in force in the said Colony but no rule or by-law shall on any account or pretence whatsoever be made by the said Corporation either under or by virtue of the said articles of association or of this Act in opposition to the _ general scope or truc intent and meauing of this Act or of any of the laws or statutes in force in the said Colony and the production of a written or printed copy of the said articles of association or of any rules by-laws or regulations to be made in pursuance thereof or in pursuance of this Act having the common seal of the Company affixed thereto shall be sufficient evidence in every Court of civil or criminal jurisdiction of such articles of association or of such by-laws rules or regulations. Increase of capital. 3. It shall be lawful tor the said Corporation from time to time to extend or increase its capital for the time being by the creation and disposal of new shares in the manner specified and sct forth and subject to the rules regulations and provisions contained in the said articles of association. Share register to be 4. The Company shall keep a book to be called the 'Share kept. Register' and in such book shall be fairly and distinctly entered from time to time the names and addresses of the several persons entitled to shares in the Company together with the number of shares to which such sharcholders shall be respectively entitled. Production of share 5. The production of the share register shall be admitted in all register f0 be prod Courts of civil and criminal jurisdiction as primdé facie evidence of the facie evidence, ] L person named therein as a sharcholder being such sharcholder and of the number of his shares and every shareholder or other person having a judgment at law or a decree in equity against the Company may at all convenient times peruse the share register gratis and may require a copy thereof or any part thereof and for every one hundred words or part of one hundred words so required to be copied the Company may demand a sum not exceeding one shilling. Capital and shares to 6. The capital or joint stock for the time being and all the he personalty. funds and property of the said Corporation and the several shares property 1 re therein and the profits and advantages to be derived therefrom shall be and be deemed to be personal estate and be transmissible accordingly subject to the regulations of the said articles of association. rusts or equitable 7. The Corporation shall not be bound in any manner by any interests affecting trusts or equitable interests or demands affecting any shares of the . capital standing in the name of any person as the ostensible proprictor thereof or be required to take any notice of such trusts or equitable interests or demands hut the receipt of the person in whose name the shares shall stand in the books of the said Corporation shall notwith- standing such trusts or equitable interests or demands and notice thereof to the said Corporation be a good valid and conclusive discharge to the Corporation for or in respect of any dividend or for money payable by the said Corporation in respect of such shares and a transfer of the said shares in accordance with the regulations in that behalf contained in the said articles of association by the person in whose name such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said Corporation against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that nothing herein contained shall be deemed or taken to interfere with or abridge the right and power of a Court of Equity to restrain the pay ment of any such dividend or other money payable thereafter by the Corporation in respect of any such shares or the transfer thereafter of any such shares or to dircct the payment of such dividends or other money by the Corporation or the transfer of such shares by the person in whose name they may stand to such other person as such Court may think fit. S fer) 1884. 48° VIC 77 Armidale Gas Company's Incor poration. 8. It shall be lawful for the said Corporation any statute or Power to hold lands. law to the contrary notwithstanding to purchase take hold and enjoy to them and their successors for any estate term or interest all such houses offices buildings lands and hereditaments as may be necessary or proper for the purpose of managing and conducting and carrying on the affairs concerns and business of the said Cor poration and to sell convey assign assure lease and otherwise dispose of or act in respect of such houses offices buildings lands and hereditaments as occasion may require for the purposes of the said Corporation. 9. It shall be lawful for all persons who are or shall be otherwise Conveyance to the competent so to do to grant sell alien convey demise assign and dispose Coxporation. of unto and to the use of the said Corporation and their successors for the purposes aforesaid or any of them any such houses offices lands hereditaments and other real estate whatsoever as aforesaid accordingly. 10. No dividend or bonus shall in any ease be declared or paid Dividend from the out of the subscribers' capital for the time being of the said Company ?""* or otherwise than out of the declared surplus capital net gains ani profits of the business. 11. In any action or suit to be brought by the said Corporation Actions or suits for against any proprictor of any shares in the capital of the said Corpora- tion to recover any sum of money due and payable to the saic Corporation for or by reason of any call or the arrears thereof made by virtue of this Act or by the said articles of association it shall be sufficient for the Corporation to declare and allege that the defendant being the proprictor of such or so many shares in the capital of the said Corporation is indebted to the said Corporation in such sum of money (as the call in arrears shall amount to) for such call of such sum of money upon such share or so many shares belonging to the said defendant whereby an action. hath accrued to the said Corporation without setting forth any special matter and on the trial of such action or suit it shall not he necessary to prove the appointment of directors who made such call or any other matter except that the defendant at the time of making such call was a holder or proprictor of one or more share or shares in the c: wpital of the said Corporation and that such call or calls was or were in fact made and such notice thereof and of the time fixed for the payment thereof given as directed by the said articles of association and the said Corporation shall thereupon. be entitled to recover what shall appear due upon each call with interest thereon. 12. If any execution cither at law or in equity shall be or shall] Execution against have been issued against the property or effects of the Company and shareholders, if there cannot be found after due diligence sufficient whereon to levy such execution then such execution may be issued against any of the shareholders for the time being or any former sharcholder until such execution shall be fully satistied Provided that no such execution shall be issued against any sharcholder or former sharcholder for any amount beyond the sum due by such shareholder in respect of the amount agreed to be subscribed for towards the capital of the said Company and unpaid by him and no such shareholder or his real or personal estate shall be 'liable for any debt or demand whatsoever due or to become duc by the said Company beyond the amount not then paid up upon his shares in the capital of the Company — Provided always that no such execution shall issue against any such sharcholder or former sharcholder except upon an order of the Court in which the action suit or other procecding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the person sought to be charged And upon such motion such Court may order execution to issuc accordingly Provided further that in case of execution Reimbursement when execution issued against a shareholder. Execution against or on the suit of share- holders. Power to Secretary or other officer. 48° VIC. 1884, Armidale Gas C Company' y's Incorporation. execution against any former shareholder it shall be shown that such former shareholder was a shareholder of the Company at the time when the contract or engagement was entered into for breach of which contract or engagement such execution shall have issued or became a shareholder during the time such contract or engagement was unexe- cuted or unsatisfied or was a sharcholder at the time the judgment or decree was obtained upon which judgment or decree such execution shall have issued Provided also that in no case shall such execution be issued against the person property or effects of any former share- holder after the expiration of one year after the person sought to be charged shall have ceased to be a sharcholder of the Company. 18. Every sharcholder against whom or against whose property or effects execution upon any judgment decree or order obtained as aforesaid shall have been issued as aforesaid shall be entitled to recover against the Company all loss damages costs and charges which such shareholder may have incurred by reason of such execution and after due diligence used to obtain satisfaction thereof against the property and effects of the Company such shareholder shall be entitled to con- tribution for so much of such loss damages costs and charges as shall remain unsatisfied from the several other shareholders against whom execution upon such judgment decree or order obtained "against the Company might also have been issued under the provision in that behalf aforesaid as and subject to the limitation herein provided and such contribution may be recovered as aforesaid according to the pro- visions in that behalf in the said articles of association contained. 14. In the case provided by this Act for execution of any judg- ment deerce or order in any action or suit against the Company to be issued against the person or against the property and effects of any shareholder or former sharcholdcr of the Company or against the property and effects of the Company at the suit of any shareholder or former shareholder in satisfaction of any money damages costs and expenses paid orincurred by him as aforesaid inany actionorsuit against the Company such execution may be issued by leave of the Court or of a Judge of the Court in w hich such judgment decree or order shall have been obtained upon motion or summons for a rule to show cause or other motion or sunimons consistent with the practice of the Court without any suggestion or scire facias in that behalf and it shall be lawful for such Court ov Judge to make absolute or discharge such rule or allow or dismiss such motion (as the case may be) and to direct the costs of the application to be paid by either party or to make such other order therein as to such Court or Judge shall scem fit and in such cases such forms of writs of exccution shall be sued out of the Courts of law and equity respectively for giving effect to the provisions in that behalf aforesaid as the Judges of such Courts respectively shall from time to time think fit to order and the execution of such writs shall be enforced in like manner as writs of execution are now enforced Provided that any order made by a Judge as aforesaid may be discharged or varied by the Court on application made thereto by either party dissatisfied with such order Provided also that no such motion shall be made nor summons granted for the purpose of charging any shareholder or former shareholder until ten days' notice thereof shall have been given to the person sought to be char ged thereby. 15. In all cases in which by any Act of Parliament or of the Colonial Legislature or by any vile or order of the practice of the Supreme Court or any other Court now or hereafter to be in force in this Colony the plaintiff complainant or defendant in any action suit or other proeceding civil criminal or otherwise or any ereditor of an insolvent estate or any person being a party to or interested in any process or proceeding whatsocver is or shall be authorised empowered or 1884. 48° ViC, 79 Armidale G as Company' ys Ineo 'poration. or required to make any «affidavit deposition or in formation orto sign or present any petition or to do any other aet it shall be lawful and competent for the secretary or other officer or agent of the Company where such Company shall be such plaintiff complainant defendant or creditor or be a party to or otherwise interested in any process or proceeding whatsoever as aforesaid for and on behalf of the Company to make any such affidavit deposition complaint or information sign or present any such petition or do any such other act as aforesaid. 16. The directors for the time 'being shall have the custody of Custody and uso of the common seal of the Company and the form thereof and all other ©?" matters relating thereto shall from time to time be determined by the directors in the same manner as is provided. by the said articles of association for the determination of other matters by the directors And the dircetors present at a Board of Directors of the Company or a majority of them shall have power to use such common scal or authorize the same to be used for the affairs and concerns of the Company and under such seal to authorize and empower any person without such scal to execute any decds and do all or any such other matters and things as may be required to be executed and done on behalf of the Company in conformity with the provisions of the said articles of association and of this Act But it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the Company or for the appointment of an attorney or solicitor for the prosecution or defence of any action suit or pro- ceeding or of any officer or servant of the Company and such scal may be affixed to any deed or document by any director of the said Company or by the hand of any person whom the directors shall appoint in that behalf and the affixing thereof shall be attested by at Icast one director and such person so appointed. 17. The said Corporation is hereby fully authorized and cm- Power to erect powered by its servants contractors agents workmen and others from sesqeters break up time to time to make erect sink lay place fit and maintain such retorts gasometers meters receivers cisterns engines machines cuts drains sewers watercourses pipes reservoirs buildings and other works and devices of such construction and in such manner as the said Corpora- tion shall think necessary or proper for the purpose of carrying out the operations of the said Corporation and also in carryiug out the objects of the Corporation to break up the soil and pavement of any footpath highway street road way lane passage or other public place or thoroughfare or of any roadway thoroughfare or place dedicated to or used by the public as such or any part or parts thereof and to ercet posts pillars lamps lamp-irons and other apparatus in the same highways streets roads ways lanes passages and other thoroughfares and places against any wall or walls ereeted on or adjoining to. any of them and to "dig and sink trenches and drains and to lay mains and pipes and put stop-cocks siphons plugs or branches from such mains or pipes in under across or along such highways streets roads ways lanes passages and other thorouylitares and. places and also with such consent as hereinafter mentioned to do the ke in under across or along any private roads ways lanes passages buildings and. places And from time to time to cut stop remove alter repair replace and relay such main-pipes stop-cocks siphons plugs branches or other apparatus Provided always that nothing herein contained shall be deained to authorize the said Corporation its servants contractors agents or workmen to enter into or upon any private Jands buildings or places for any of the purposes aforesaid or thereon to carry out any of the operations of the said Corporation without the previous consent of the occupiers thereof except that the Corporation by its servants agents or workmen may at any reasonable time enter upon any land or To make contracts for supply of gas. Compensation to owners of premiscs, How determined 48' VIC. 1884. Armidale Gas Company's Incorporation. or place wherein any pipe hath already been lawfully laid down or placed in pursuance of this Act and repair or alter the existing pipe or lay or place any new pipe in the stead thereof And provided also that the Corporation or the sceretary or other officers agents or servants thercof shall except in case of accident give forty-cight hours' notice in writing to the Council Clerk of the Borough of Armidale prior to the opening or breaking up of streets lances or otherwise as aforesaid. 18. It shall be lawful for the said Corporation to contract with any persons (whether incorporate or individual) for supplying with gas any such person or persons or any streets ways lanes passages manufactories shops warehouses public or private houses buildings and places and for such purpose from time to time to lay down carry fit up connect and furnish any pipe branch or burner lamp meter or other apparatus from or in connection with any main pipe or to lay down any new main which for such purposes may be required Pro- vided always that in all cases (where it is not otherwise expressly stipulated and agreed) the said Corporation its servants contractors workmen or agents shall at its own expense on the expiration or determination of any tenancy of any occupier so giving consent as aforesaid or on non-payment of the sums payable by the owner or oceupier of any building tenement or place for gas supplied thereto at any time within twelve months from such expiration determination or default within fourteen days after notice in writing for that purpose from or on behalf of the owner or sueeceding occupier of such building tenement or place shall have been received by the said Corporation enter into and upon such building tenement or place and remove take and carry away or cause to he removed taken or carried away any pipe burner lamp meter or apparatus which shall have been placed an introdueed by the said Corporation therein and repair and make good such portions of such building tenement or place as may be damage or detaced by such removal And in case the said Corporation shal neglect so to do for fourteen days after receipt of such notice it shal be lawful for such owner or succeeding oceupicr (provided free anc reasonable access has not heen refused to the agents servants anc workmen of the said Corporation for the purpose aforesaid) to remove or cause to be removed all such pipes burners lamps meters or apparatus and to repair and make good the damages and defacements to the said building tenements or place caused thereby the reasonable costs and charges attending which shall immediately be paid by the said Cor- poration to the owner or occupier making such repairs as aforesaid and in default of such sum being paid by the said Corporation within three days after demand thercof in writing made at the offices of the said Corporation it shall be lawful for the said owner or occupier or his or her agent to make complaint thereof before any Justice who may cause a summons to be issucd in the usual form calling on the said Corporation to show cause before the nearest Court of Petty Sessions of the Police District in which such building tenement or place is situated why such demand has not been satisfied And if the said Corporation fails to show cause accordingly it shall be lawful for the sitting Justices to order or award payment of the demand or any part thereof to such complainant together with such costs and satis- faction for his expense and trouble as to them may seem meet and such order or award to enforee by distress Provided also that if any owner or oceupicr of any building tenement or place or any person acting for him shall refuse reasonable access to the contractors agents workmen or servants of the said Corporation for the purpose of removing any such pipe burner meter or apparatus placed or intro- duced into any such building tenement or place by the said Corporation or 1884. (48° VIC. Armidale Gas 5 Company 8 Incorpor ation. or shall prevent or obstruct such removal then the said owner occupicr or person acting for him shall immediately make payment to the said Corporation for such pipe burner meter or apparatus And in default of his so doing within three days after demand thereof made at the said building tenement or place or the residence of the party it shail he lawful for the said Corporation to make complaint thereof before any Justice of the Peace who may cause to be issued a summons to the person so making default. calling on him to show cause before the Court of Petty Sessions of the Police District where the building tenements or place is situated why he refuses to pay such demand And thereupon the said Court should proceed to the adjudication and enforcement of such demand in the manner in this clause set forth SI And if any person shall place or lay any pipe to communicate with Fraudulentuscofgas, any main-pipe meter or other apparatus already laid placed or erected by the said Corporation cr shall use additional burner or burners of largcr dimensions or of other kind or description than that he has contracted to pay for or shall supply any person with any of the gas supplied to him by the said Corporation without the consent in writing of the said Corporation first obtained or if any person shall wantonly or maliciously hinder or interrupt the contractors workmen agents or servants of the said Corporation in iegally doing or performing any of the works aforesaid or in exercising the powers and authorities by this Act given or if any person shall wilfully negligently or accidentally do or cause to be done any injury or damage to any of the buildings machinery pipes burners lamps meters or apparatus of the said Corporation or remove the same or cause a waste or improper use of gas supplicd by the said Corporation it shall be lawful for the said Corporation to make complaint thereof before any Justice of the Peace who may cause to be issued a summons to the person so offending to appear before the Court of Petty Scssions of the police district where such offence shall be committed and being thereof lawfully convicted such person shall forfeit and pay to the said Corporation any sum not excceding five pounds over and above all damages done and over and above all costs to be ascertained by such Court and to be enforeed in the manner in this clause before sect forth Andall proceedings under this Act not herein expressly provided for shall he regulated and conducted in accordance with the powers of the law in force for the time being respecting summary proccedings before Justices of the Peace and all such provisions shall so far as the same are applicable he enforeed and observed in all proceedings under this Act not herein expressly provided for. 19. When and so often as the said Corporation its contractors mat agents or workmen shall have broken up or removed any pavement stone or other material of any highway road street way lane passage or other public place or thoroughfare or "of: any road way thoroughfare or place dedicated to or used by the public as such the said Cor- poration shall make all rea asonable despatch in performance of the work to be done and shall on completion of sueh work ferthwith carry away all rubbish and waste or surplus material and to reinstate 'ach pavement stone or other material and render such highway road street way lane passage or other place as nearly as possible in the same condition as it was in previously to the disturbance thereof And during the continuanee of sueh work and until such reinstate- ment to set up barriers and keep lamps or fires burning at night in order to prevent accidents And also when and so often as any gas pitch waste liquid or other things shall escape or flow from any pipe receiver or drain so as to contaminate the air or water and render the sume unhealthy or offensive it shall be lawful for any person to give notice thereof in writing to the said Corporation whe shall immediately Sf take 'vials of roads &e. broken up to be replaced, Remedy for the recovery of rents Power to officers to inspect meters &c. Apparatus not liable for distress execution &e, 48° VIC. 1884. Armidale Gas Company's Incorporation. take the most speedy and effectual measures to remedy and prevent the same And if the said Corporation shall make default in any of the matters so required by it to be performed it shall be lawful for: any person to lodge complaint thereof before any Justice of the Peace who may summon 1 the said Corporation before the nearest Court of Petty Sessions and on proof of such default the said Court of Petty Sessions shall order and direct that the same shall be done by the said Corpora- tion within a reasonable time to be named by such Court and in default of compliance with such order any Justice of the Peace on proof thereof and on proof that the complainant or any other person has per- formed the said work so to be done and of the costs charges and expenses attending the same shall issue a distress warrant against the goods and chattels of the said Corporation for any amount not exceed- ing the said charges and expenses and the costs of prosecuting such complaint to be paid to the person performing the said work as aforesaid. 20. And in ease any body or bodies corporate commissioners trustees surveyors or any other person or persons who shal] contract with the said Corporation or agree to take or shall take or use and enjoy the gas of the said Corporation either in private dwellings shops inns taverns or other public or private buildings or manufactories grounds or premises or otherwise shall refuse or neglect to pay the sum or sums of money due under their his or her contract for the same to the said Corporation according to the terms and stipulations of the said respective parties with the said Corporation it shall be lawful for the said Corporation without prejudice to any other remedy to make com- plaint thereof before any Justice of the Peace who may issue a summons to the party so refusing or neglecting to pay as aforesaid calling on him to show cause hefore the Court of Petty Sessions in the Police District in which such building tenement or place is situated why he refuses to pay such sum or sums And thereupon the said Court shall proceed to the adjudication of the said demand and the amount thereof with costs charges and expenses incurred in the prosecution thereof may be enforced by distress and sale of the goods and chattels of the person so neglecting or refusing to pay the same rendering the surplus if any to such person or persons so neglecting or refusing And it shall be lawful for the said Corporation after seven days' notice to cut oif and tak