Deniliquin and Moama Railway Act of 1873 37 Vic (NSW)

An Act to incorporate a Company under the Deeg 2» Moama Rarway. name of the " Deniliquin and Moama = — Railway Company" for the purpose of making constructing and maintaining a Railway between Deniliquin and Moama and for other purposes. [8rd March, 1874. ] 7 TEREAS the making and maintaining of a railway from the Preamble. township of Deniliquin to the township of Moama on the northern bank of the River Murray with proper stations bridges approaches and works connected therewith would be of great public and local advantage And whereas the persons hereinafter named together with others are desirous of carrying the said undertaking into execution and it is deemed advisable to give encouragement to such persons by granting to them (upon the completion of such railway) portion of "the waste lands of the Crown and by passing an Act Incorporating them under the title of the Deniliquin and Moama Railway Company Be it therefore enacted by the Queen's Most Execllent Interpretation clause. Short title. Incorporation of Company by the name of the " Deni- liquin and Moama Railway Company." Capital to be £125,000 div: raed into 25,000 shares of £5 each. Power to borrow. o¢ VIC. Deniliquin and Moama Raihoay LY 1874. Excellent Majesty by and with the advice and consent of the Legis- lative Council and Legislative Assembly of New South W; ales in Parliament assembled and by the authority of the same as follows :— 1. The following wo ords in inverted commas in this Act and in the enactments herewith incorporated shall have the several meanings and include the several persons and matters hereby assigned to them unless the context is repugnant to such construction (that is to say) :— "The Company "'—The Company incorporated by this Act. * Directors '—" Secretary "—The directors and secretary of the Company respectively. * Goods "—Things of every kind conveyed upon the railway ** Justice "»—A Justice of the Peace for New South Wales not inter- ested in the matter in relation to which the said word is used. "Two Justices""—Two such Justices of the Peace as aforesaid assembled and acting together in Petty Sessions. " Lands '—Messuages lands tencments and hercditaments of any tenure. 'Lease '—As well a lease as an agreement for a lease. « Owner '—Any person or corporation enabled under the pro- visions of this Act to sell and convey lands to the Company. " Sharcholder '—Shareholder or member of the Company and in referring to any such sharcholder cxpressions properly applicable to a person shall be held to apply to a corporation and words applicable to a male shall apply to a female. "The Railway "'—The railway and works by this Act authorized to be constructed. «The undertaking "'—The making and maintaining of the line of railway and the stations bridges approaches and works con- nected therewith and all other works by this Act authorized to he constructed. "Toll"-—Any rate or charge or other payment payable under this Act for any passenger animal carriage goods merchandize or thing conveyed on the railway. 2. This Act may be cited as the "Deniliquin and Moama Railway Act of 1873." 3. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones and all persons and corporations who have already subseribed or shall hereafter subscribe to the undertaking and their several and respective executors administrators successors and assigns are hereby united into a Company for the purpose of making and maintaining a railway from the township of Deniliquin to the township of Moama on the River Murray in New South Wales with proper stations bridges approaches and works connected therewith in accordance with the provisions of this Act And for such purpose the said rated by the name of the " Deniliquin anc Company is hereby ine orpo- Moama Railway Company" and by that name shall be a body corporate with perpetual succession and a common scal and by the said name and hold lands for the purpose of the unc shall have power to purchase ertaking and shall and may sue and be sued plead and be impleaded answer and be answered unto defend and be defended in all Courts and places whatsoever. 4. The capital of the Company sha five pounds each. 1 be one hundred and twenty- thousand pounds divided into twenty-five thousand shares of five 5. It shall be lawful for the Company to borrow on mortgage or bond such sums of money as shall from time to time by an order at a general mecting of the Company be authorized to be borrowed not exceeding 1874. 37° VIC. Deniliquin and Moama Railway. exceeding at any time one-half of the amount of the capital of the Company then actually paid up nor exceeding in the whole the sum of sixty-two thousand five hundred pounds but no part of such money shall be borrowed until twenty thousand pounds of the said capital shall have been paid up and for securing the repayment of the money so to be borrowed with the interest thereon it shall he lawful for the Company to mortgage the undertaking and the future calls on the shareholders or to give bonds in manner hereinafter mentioncd And all and every part: of the moncy so to be borrowed on mortgage or bond shall be applied in carrying into exccution the object and purposes of this Act. 6. Any money hereby authorized to be borrowed may be so Debentures may be borrowed in such stm or suns as the directors of the Company may think fit and for securing the repayment of the moneys so borrowed together with interest thereon it shall be lawful for the Company to issue debentures charged and sceured upon the undertaking and tolls and such debentures shall be payable to the bearers thereof and shall entitle them to the rights and remedies hereinafter conferred on mortgagees And the interest of such debentures shall be paid in preference to any dividends payable to the shareholders of the Company And all debentures issued under the provisions of this Act shall be on an cqual footing without priority one over the other. issued. 7. Such debentures may be in the form or to the effect set forth Form of debentures. in Schedule A hercto and shall be sealed with the common seal of the Schedule A. . Company and be numbered arithmetically beginning with number one and so proceeding in an ascending arithmetical progression. wherein the common difference shall be one And such debentures shall pass by delivery only and without any assignment or endorsement And the bearer of every such debenture shall have the same rights and remedies as if he were expressly named therein. 8. The principal and interest secured by de Dentures isstied Principaland interes under this Aet may be made payable in the City of Sy dney in the Colony of New South Wales or in the City of Melboume in the Colony of Victoria at the option of the hearcr signified in writing signed by him and addressed to the directors bearing a memorandum to that effect endorsed thereon by the secretary or other officer appointed by the directors for that purpose And the bearer of any such debenture may from time to time alter the place of payment trom the said City of Sydney to the said City of Melbourne or vice versdé by giving at the office of the Company where the debenture shall for the time being be payable six calendar months previous notice in writing terminating on some half-yearly day of payment of interest of his w ish to make such alteration and obtaining a memorandum of such alteration endorsed by such secretary or other officer on the dchenture And it: shall be lawful for the directors to provide for the payment in manner aforesaid of any principal money or interest secured by any debentures issued under this Act. c payable where. 9. It shall he lawful for the Company if they shall have paid Power to re-borrow. off any money borrowed under the authority of this Act to borrow again the amount so paid off and so on from time to time but such power of re-borrowing shall not be exercised without the authority of a general mecting of the Company specially convened for that purpose. 10. A certificate under the hands of any two of the directors Evidence of authority and the secretary endorsed on any debenture issued by the Company of the sum thereby secured being part of the total amount which the Company at the date of such certificate may legally borrow shall be suflicient cvidence of the authority to borrow and to issue such debenture. 11, to borrow by a debenture. 42 av VIC. 1874. Deniliquin and Moama Railway. Declaration in 11. If the Company shall exercise the power of borrowing f bontowing porer, conferred by this Act they shall once during the months of January and July in cach year publish in the Government Gazette a statutory decla- ration to be made by two of the directors and the secretary stating the * amount of the subscribed capital of the Company the amount paid up thereon and the amount which the Company is at the date of the said declaration legally entitled to borrow on debentures and that the total amount then raised by the Company on debentures does not excced the amount which the Company can then legally borrow. Evidenceofauthority = 4.2. The certificate of a Justice that a specified amount of the mortgage ortond, capital has been paid up and a copy of the order of the general mecting of the Company authorizing the borrowing of money on mortgage or bond certified by the chairman for the time being of "the directors and by the secretary to be a true copy shall be sufficient evidence of the fact of such specified amount of the capital having been paid up and of the order for borrowing having been made And upon production to any Justice of the books of the Company and of such other evidence as he shall think sufficient such Justice shall grant the said certificate. Appointment of 18. It shall be lawful for the mortgagecs of the Company to receiver enforce the payment of arrears of interest or the arrears of principal and interest due on their mortgage by the appointment of a receiver as hereinafter provided Provided that the mortgage debt or debts in _ arrear shall not be less than the sum of one thousand pounds. Power to ineroase 14. It shall be lawful for the directors of the Company for the " time being with the consent of the majority of the shareholders present at a general meeting duly held for that purpose at which shall be present and vote the holders of not less than one thousand shares and sixty or more shareholders to increase the capital of the Company to any amount not exceeding two hundred and fifty thousand pounds in the aggregate for the purpose of completing and maintaining the railway and other works hereby authorized And to raise such increased capital by creating an additional number of shares of five pounds cach and to cause such shares to be sold or allotted to such persons as the directors shall approve of and on such terms and at such prices as they can obtain for the same And such shares when sold shall be subject to the provisions of this Act and shall be personal estate and transmissible as such and shall entitle the holders to the same benefits rights and privileges in respect thereof as if the same had been subscribed for in the formation of the original capital. Pro-omplion to 15. 'The said new shares shall yest in and belong to the 8 'shareholders who shall accept the same and pay the value thereof to the said Company at the times and by the instalments fixed by the directors 'And if any sharcholdcr fail for one calendar month' after the offer of any new share to him to accept the same and pay the said instalments in respect thereof it shall be lawful for the directors to dispose of such shares in such manner as they shall deem most beneficial to the interests of the Company. Tf shares not at 16. If at the time of any augmentation of the said capital — taking place the existing shares of the Company shall not be at a premium then such new shares may be issued in such manner and on such terms as the directors may think fit. Staros to bo personal 17. All shares in the Company shall be personal estate and eee transmissible as such and shall not be of the nature of real estate. Shoreholders. 18. Every person who shall have subscribed under this Act for or shall otherwise have become entitled to a share in the said Company and whose name shall have been entered on the register of shareholders hereinafter mentioned shall be deemed a sharcholder of the Company and shall be entitled to participate in the profits of the Company in proportion to the amount of capital which he shall have paid up. 19. 1874. 37° VIC. Deniliquin and Moama Railway. 19. The directors shall cause a book to be kept to be called the Register of share- * Register of Shareholders "' and in such book there Bia 1 be fairly and 2o!4er- distinctly entered from time to time the names of the several corporations and the names occupations and addresses persons entitled to shares in the Company together wit of shares to which they shall be respectively entitled cach share by its number and the amount of the subscri such shares and shareholders shall be placed in alphabetical order. 20. On demand of any sharcholder the directors 0 shall cause a certific delivered to such sharcholder of the several h the number distinguishing ptions paid on he surnames or corporate names of the said ithe Company Certificates of shares. ate of the proprictorship of such shares to be And such certificate shall have the common seal of the Company affixed thereto and shall specify the shares to which such shareholder is entitled and the same may be according to the form in Schedule B hereto or to the like effect for such certificate t' two shillings and sixpence. And Schedule B. 1e Company may demand any sum not exceeding 21. 'The said certificate shall be admitted in all Courts as primed Certificato to be uis executors adminis csnerified Int the wan der from disposing o iercof. Jacie evidence of the title of such shareholder tratare eTerPacenre nF accione ta tha chara therain of such certificate shall not prevent any sharcho his share or from receiving his share of profits in respect t. 22. If any such certificate be worn out or damaged the same being produecd at some mecting of the "dir directors may order the same to be cancelled and thereu similar certificate shall be given to the party in whom the such certificate and of the share therein mentioned sha time vested or if such certificate be lost or destroyed then thereof to the satisfaction of the directors a simi given to the pa cither case a duc entry of the substituted certificate shall the scerctary in the register of sharcholders and for ever y such certificate so not excceding 23. Su sell or transfer all or any of his shares and every such transfer sha be by deed in which the consideration shall be truly stated and sue yon anothe Tbe at th two shillings and sixpence. deed may be according to the form in the Schedule C hereto or to the like effect. 24. The said decd of transfer (when duly executed) shall b eiven or exchanged the Company may demand any sum evidence. t f then upon Certificate to be ectors such renewed when destroyed. rT property of e upon proof ar certificate shall be arty entitled to the certificate so lost or destroyed and in «© made by ject to the ] provisions of this Act any shareholder may Transfer of shares. Transfer of shares to ll be by deed. n @ Transfer of shares to delivered to the secretary and be kept by him and the sceretary sha l be registered &c. enter a memorial thereof in a book to be called the " Register of Transfers "' and shall endorse such entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such endorsement and certificate the Company may demand any sum not exceeding two shillings and six- pence and on the request of the purchaser of any share an endorse- ment of such transfer shall be made on the certificate of such shar instead of a new certificate being granted and such endorsement being eC fed signed by the secretary shall be considered in ev ery respect the same as a new certificate and until such transfer has been so delivered to the sceretary as aforesaid the vendor of the share shall continue liable to the Company for any calls that may be made upon such share and the purchaser of the share shall not be entitled to receive any share of th profits of the undertaking or to vote in respect of such share. e 25. No sharcholder shall be entitled to transfer any share after Transfer not to be any call shall have been made in respect thereof until he shall have paid such call nor until he shall have paid all calls for the time being duc on every share held by him. 26. made until calls paid. o 44: Closing of transfer books. Transmissionofshares by other means than + transfer to be authen- ticated by a declara- tion. Proof of transmission by marriage will &. Company not bound to regard trusts, Payment of calls sub- scriptions to be paid when called for. Power to make calls, ao" VIC. 1874. Deniliquin and Moama Railway. 26. It shall be lawful for the directors to close the register of transfers for a period not exceeding fourteen days previous to cach ordinary mecting and they may fix a day for the closing of the samc of which seven days notice shall be given by advertisement in some newspaper published in Sydney as well as in one published or circu- lating in the district wherein the railway is situate and any transfer made during the time when the transfer books are so closed shall as between the Company and the party claiming under the same but not otherwise be considered as made subsequently to such ordinary meeting. 27. If the interest in any share shall have become transmitted in consequence of the death or bankruptcy or insolvency of any share- holder or in consequence of the marriage 'of a female sharcholder or by any other lawful means than by a transfer according to the provi- sions of this Act such transmission shall be authenticated } by adeclara- tion in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration shall state the manner in which and the party to whom such shares shall have been so transmitted and shall be made and signed by some credible person before a Justice or before a Commissioner of the Supreme Court for taking affidavits and such declaration shall be left with the sccrctary and thereupon he shall enter the name of the person entitled under such transmission in the register of shareholders and for every such entry the Company may demand any sum not exceeding five shillings and until such transmission has been so authenticated no person claim- ing by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof. 28. If such transmission be by virtue of the marriage of a female shareholder the said declaration shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife of the holder of such share and if such transmission have taken place by virtue of any testament- ary instrument or by intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration be produced to the secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. 29. The Company shall not be bound to see to the execution of any trust whether express implied or constructive to which any of the said shares may be subject and the receipt of the party in whose name any such share shall stand in the books of the Company or if it stands in the names of more parties than one the receipt of one of the parties mentioned in the register of sharcholders shall from time to time be a sufficient discharge to the Company for any dividend or other sum of money payable in respect of such share notwithstanding any trusts to which such share may then be subject and whether or not the Company have had notice of such trusts and the Company shall not be bound to see to the application of the money paid upon such receipt. 30. The several persons who have subscribed any moncy towards the undertaking or their legal personal represcntatives respectively shall pay the sums respectively so subscribed or such portions thereof as shall from time to time be called for by the Company at such times and places as shall be appointed by the Company and with respect to the provisions of this Act for enforcing the payment of calls the word '"sharcholder" shall extend to and include the legal personal repre- sentatives of such shareholder. 81. It shall be lawful for the directors from time to time to make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them as they shall 1874. 30° VIC. 4 AS Deniliquin and Mouma Railway. shall think fit provided that twenty-one days notice at the least he given of cach call and that no call exceed the sum of ten shillings in respect of any one share and that the aggregate amount of calls made in any one year do not exceed the sum of three pounds and every shareholder shall be liable to pay the amount of the calls so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the said directors. 32. If before or on the day appointed for payment any share- Interest to be paid on holder do not pay the amount of any call to which he is Hable then els wnpaid. such shareholder shall be liable to pay interest for the same at the rate of six per cent. per annum from the day appointed for the payment thereof to the time of the actual payment. 33. lt shall be lawful for the directors if they think fit to Power to allow . o . 10 interest on payment receive from any of the shareholders willing to advance the same all or of subscriptions any part of the moneys due upon their respective shares beyond the before call. suis actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made the directors may pay interest at such rate not exceeding the rate aforesaid as the shareholder paying such sum in advance and the directors shall agree upon. 34. If at the time appointed by the directors for the payment of Enforcement of calls any call any sharcholder fail to pay the amount of such call it shall be *¥ ste lawful for the Company to sue such shareholder for the amount thereof in any Court of lay or equity having competent jurisdiction and to recover the same with lawful interest from the day on which such call was payable. 35. In any action or suit to be brought by the Company against Declaration in action any sharcholder to recover any money due for any call it shall not be & el necessary to set forth the special matter but it shall be sufficient for the Company to declare that the defendant is the holder of one share or more in the Company (stating the number of shares) and is indebted to the Company in the sum of money to which the calls in arrear shall amount in respect of one call or more upon one share or more (stating the number and amount of cach of such calls) whereby an action hath acerued to the Company by virtue of this Act. 36. On the trial or hearing of such action or suit it shall be Matter to be proved sufficient to prove that the defendant at the time of making such cal] ™ #etien cals was the holder of one shave or more in the Company and that such call was in fact made and such notice thereof given as is directed by this Act and it shall not be necessary to prove e the appointment of the directors who made such call nor any other matter whatsoever and thereupon the Company shall he entitled to recover what shall be due upon such call with interest thereon unless it shall appear cither that any such call exceeds the prescribed amount or that due notice of such call was not given or that the prescribed interval between two successive calls had not clapsed or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period. 37. The production of the register of sharcholders containing Proof of proprietor- the name of the said defendant asa sharcholder shall be prima facie *?- evidence of his being a sharcholder. 38. If any shareholder fail to pay any call payable by him Xen-payment of calls: together with the interest if any that shall have accrued thereon the for non-payment. directors at any time after the expiration of two months from the day appointed for payment of such call may declare the share in respect of which such call was payable forfeited and that whether the Company have sued for the amount of such call or not. 39. Notice of forfeiture to be given before declaration thereof. Forfeiture to be con- firmed by a general meeting. Sale of forfeited shares. Evidence as to for- feiture of shares. No more shares to be sold than sufficient for payment of calls. On payment of calls before sale forfeited share to revert. 37° VIC. 1874. Deniliquin and Moama Railway. 39. Before declaring any share forfeited the directors shall cause notice of such intention to be left at or transmitted by the post to the usual or last place of abode of the person appearing by the register of shareholders to be the proprietor of such share and if the holder of any such share be absent from the Colony or if his usual or last place of abode be not known to the directors by reason of its being imperfectly described in the shareholders' address book or otherwise or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the partics to whom the same may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public notice of such intention in the Government Gazette and also in some newspaper published in Sydney as well as in one pub- lished or circulating in the district wherein the railway is situated and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. 40. The said declaration of forfeiture shall not take effect so as to authorize the sale or other disposition of any share until such declaration have been confirmed at some general meeting of the Company to be held after the expiration of two months at the least from the day on which such notice of intention to make such declara- tion of forfeiture shall have been given and it shall be lawful for the Company to confirm such forfeiture at any such meeting and by an order at such meeting or at any subsequent gencral meeting to direct the share so forfeited to be sold or otherwise 'disposed of. 41. After such confirmation as aforesaid it shall be lawful for the directors to sell the forfeited shares either by public auction or private contract and if there be more than one such forfeited share then cither separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold. 42. A statutory declaration in w riting by some credible person not interested in the matter made before any Justice that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared and confirmed in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the secretary of the Company for the price of such share shall constitute a good title to such share and a certificate of pro- prietorship shall be delivered to such purchaser and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall not be bound to see to the application of the purchase money nor shall his title to such share be ailected by any irregularity in the proceedings in reference to such sale. 43. The Company shall not sell or transfer more of the shares of any such defaulter than will be sufficient as nearly as can be ascer- tained at the time of such sale to pay the arrears then due from such defaulter on account of any calls together with interest and the ex- penses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thercon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thereof the surplus shall on demand be paid to the defaulter. 44, If payment of such arrears of calls and interest and expenses be made before any share so forfeited and vested in the Company shall have been sold such share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such calls had been duly paid. 45, 1874. - 37° VIC. Al Deniliquin and Moama Railway. 45. If any exccution either at law or in cquity shall have been Remedies against issued against the property or effects of the Company and if there Execution against cannot he found sufficient whereon to levy such execution then such shareholders to the exccution may be issued against any of the shareholders to the extent in capital not paid up. of their shares respectively in the capital of the Company not then paid up And no sharcholder or his real or personal estate shall be liable for any debt or demand whatever due or to become due from or by the Company or in anywise relating to the said undertaking for any of the matters or things authorized by this Act to be made done or completed beyond the extent of his shares in the capital of the Company not then paid up Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or insti- tuted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issue accordingly and for the purpose of asccr- taining the names of the sharcholders and the amount of capital remaining to be paid upon their respective shares it shall be lawful for any person entitled to any such execution at all reasonable times to inspect the register of shareholders without fee. 46. If by means of any such exccution any sharcholdcr shal] Reimbursement of have paid any sum of money beyond the amount then due from him" """°""" in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the Company. 47. Every mortgage and bond for securing money borrowed by Mortgages and bonds the Company shall be by deed under the common seal of the Company ¢¢ " by deed. wherein the consideration shall be truly stated and every such mortgage deed or bond may be according to the form in the Schedule D or E hereto or to the like effect. 48. The respective mortgagees shall be entitled one with another Rights of mortgages. to their respective proportions of the tolls sums and premises comprised in such mortgages and of the future calls paid by the shareholders if comprised therein according to the respective sums in such mortgages mentioned to be advanced by such mortgagees respectively and to be repaid the sums so advanced with interest without any preference one above another by reason of priority of the date of any such mortgage or of the mecting at which the same was authorized. 49. No such mortgage (although it should comprise future calls Application of calls on the shareholders) shall unless expressly so provided preclude the Mua" Company from receiving and applying to the purposes of the Com- pany any calls to be made by the Company. 50. The respective obligees in such bonds shall proportionately Rights of obligees. according to the amount of the moneys secured thereby be entitled to be paid out of the tolls or other property or effects of the Company the respective sums in such