Fitz Roy Iron and Coal Mining Company Act 1854 18 Vic (NSW)

An Act to establish and incorporate a Company Fiz Rov ties asp Coan Mining to be called " The Fitz Roy Iron and Coal "Comas. Mining Company." [81st October, 1854. | IEREAS a certain joint stock company called "The Pitz Roy vreambie. Iron Mining Company" was established in the year one thousand cight hundred and fifty-one for the purpose of quarrying smelting and disposing of the ores of iron and steel to be obtained from certain mineral lands situate at Mittagong in the Colony of New South Wales the property of the said company "and of manufacturi ing the said iron and stccl in such manner as the directors of the said company should from time to time determine under and subject to the rules regulations and provisions contained in a certain deed of settle- ment bearing date the fifteenth day of September in the year aforesaid And whereas the said Fitz Roy Iron Mining Company are desirous of extending the operations of the said company by admitting other per- sons willing to subscribe to and augment the capital thercof and it has been agreed between the said parties the proprictors of the said company to form a new company under the name of "The Fitz Roy Tron and Coal Mining Company" having a capital of two hundred thousand pounds in ten thousand shares of twenty pounds each And whereas it has been agreed that the iron and coal mines and all other the property of the said Fitz Roy Iron Mining Company shall be transferred 374 . 18° VIC. 1854. Fitz Roy Iron and Coal Mining Company. transferred to the Fitz Roy Iron and Coal Mining Company in con- sideration of the first three thousand three hundred and thirty-three shares of the capital of the new or last-mentioned company being allotted to and vested in the shareholders of the first-mentioned company as paid up shares in the proportion in which they are now proprictors of shares in that company And whereas the said scveral persons proprictors of the said Vitz Roy Iron Mining Company are desirous that the said deed of settlement should be cancelled and that a company should be established and incorporated under the provisions herein contained and it is expedient that a company should be estab- lished and incorporated for the purposes herein mentioned Be it therefore enacted by His Excellency the Governor of New South Wales by and with the advice and consent of the Legislative Council thereof as follows— Deed of settlement 1. From and after the passing of this Act the said decd of Mitiog Gameny" Settlement shall be deemed to be cancelled and made void and the cancelled. following persons that is to say John Burton Alexander Currie Abraham Davy David Dewar William Griffin Thomas Holmes Samuel Playsted Jeston Elizabeth Korff John Korff Gordon Korff Stephen Hale Alonzo Marsh John Moring Joseph Moring Frederick John Rothery Thomas Tipple Smith George Smith Davidson Thomas Tipple Smith and Jane Smith John Jay Sparks Peter Barber Whitfield and all other persons who shall hereafter become subscribers to the said company and their several and respective successors executors administrators and assigns shall be and hereby are united nito a company for the purpose of working certain iron and coal mines situated at Mittagong and other places in the Colony of New South Wales and of quarrying raising melting and disposing of the ores of iron stcel and other minerals to be obtained from the said mines and of manufacturing and disposing of the same in such manner as may be thought expedient and also for the purpose of working any other mines whatsoever of which the said company may hereafter become possessed according to the rules orders and directions hereinafter men- Proprictora ineorpo- tioned and. for the at purpose shall be one body corporate by the name rated ie te ten and style of "The Fitz Roy Iron and Coal Mining Company" and by and Coal Mining — that. name shall have perpetual succession and a common seal and Company." shall and may sue and be sued plead and be impleaded answer and be Seal -to sue and be Wswered unto defend and be delended j in all Courts and places whatso- Power to sueand be 4a» and shall have power and authority from and after the passing of Hold lands. this Act and at all times thereafter to purchase and hold lands to them and their successors and assigns for the use of the said undertaking and works and generally for the purpose of carrying the provisions of this Act into effect and also to sell and dispose of the said lands again without incurring any penalties or forfeitures and all lands tenements hereditaments mortgages leases agreements mines minerals and all other property of whatever nature real and personal belonging to the said Fitz Roy Iron Mining Company shall be vested in and become the absolute property of the said company hereby incorporated. Capital to be 2. The capital of the company hereby established shall (until £200.00 divided into increased as hereinafter provided) be two hundred thousand pounds each, stcrling and shall be divided into ten thousand shares of twenty pounds each and such shares shall be numbered in regular or arithmetical progression beginning with number one and every such share shall be distinguished by its appropriate number And the said shares shall be and are hereby vested in the persons hereinbefore named and in such other persons as shall take shares in the said company and their successors and their several and respective executors administrators and assigns. 3. 1854. 18° VIC. 375 Fitz Roy Iron and Coal Mining Company. . 3. The first three thousand three hundred and thirty-three the first 3,338 shares shares shall be vested in the several proprietors of the said Fitz Roy te be vested in +s A : A . the proprictors of the Tron Mining Company in the proportions mentioned in the Schedule A. Fitz Roy Iron to this Act annexed and the said shares shall be deemed and taken ™ining Company. to have been fully paid up by the holders thereof respectively and shall be entered in the registry of shareholders accordingly and upon taking any other share every subscriber shall pay to the scerctary or subscribers to pay a other proper officer of the said company the sum of two pounds sterling ¢eposit of £2. in respect of every share which shall be so taken and shall within one calendar month thereafter pay a further sum of two pounds upon every such share and the remaiming amount of every such share shall be paid in the manner hereinafter provided. 4. All shares in the capital of the company shall be deemed Shares to be personal personal estate and shall be transferable and transmissible as such and shall not be of the nature of real estate. 5. Every person who shall by virtue of this Act have subscribed Shareholders. 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 profit and dividends of the company in proportion to the amount of capital which he shall have paid up. 6. The directors shall cause the names additions and addresses Registry of share- of the several persons entitled to shares together with the number of °°" shares to which they shall be respectively entitled distinguishing cach share by its proper number and the amount of the subscriptions paid on such shares to be from time to time fairly and distinctly entered in a register book to be kept in the office of the said company for that purpose and to be called "The Register of Shareholders" and the surnames or corporate names of the said shareholders shall be placed in alphabetical order to the end that each proprictor for the time being and his interest in the company may be known. 7. On demand by the holder of any shares the directors of the Certificates of shares company shall cause a certificate of the proprictorship of such shares 0 ee eters. to be delivered to such sharcholder and such certificate shall have the common scal of the company affixed thereto and shall specify the shares to which such sharcholder is entitled and the same may be according to the form in the {Schedule B to this Act annexed or to the like effect and such certificate shall be admitted in all Courts as Certificate to be | prima fucie evidence of the title of such shareholder to the share inshars. 7 therein specified but the want of such certificate shall not prevent the holder of any share from disposing thereof or receiving his share of the profits in respect thereof. 8. If any such certificate be worn out or damaged then upon. Certificate to bo the same being produced at some meeting of the directors such leteyed directors may order the same to be cancelled and another similar certificate to be given to the party in whom the property of such certificate and of the shares therein mentioned shall be at the time vested or if such certificate be lost or destroyed then upon proof thereof to the satisfaction of the directors a similar certificate shall be given to the party entitled to the certificate so lost or destroyed and to the shares therein mentioned and in cither case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders. 9. Tt shall be lawful for any sharcholder to sell and transfer al] Shares may be sold. or any of his shares subject to the provisions herein contained provided that every such transfer shall be by deed in which the consideration shall be stated and such deed may be according to the form in the Schedule C to this Act annexcd or to the like effect and provided also 376 18° VIC. 1854. Fitz Roy Iron and Coal Mining Company. also that if any certificate of the proprietorship of the shares to be transferred shall have been issued the same shall upon such transfer be delivered up to the directors to be cancelled or to be indorsed by the secretary to the company with a memorandum of the transfer unless it shall be shewn to the satisfaction of the directors that the stransfer of shares to SUE has been lost or destroyed. berenistered &. 10. The said deed of transfer (when duly executed) shall be delivered to the secretary and be kept by him and he shall enter a memorial thereof in a book to be called " The Register of Transfers" and shall indorse such entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and on the request of the purchaser of any shares an indorsement of such transfer shall be made on the existing certificate of such shares instead of a new certificate being granted and upon such indorsement being signed by the secretary such certificate shall be considered in every respect the same as a new certificate and until such dced of transfer has been so delivered to the secretary as aforesaid the vendor of the shares shall continue liable to the company for any calls that may be made upon such shares and the purchaser shall not be entitled to reccive any share of the profits of the company or to vote in respect of such shares. Closing of transfer 11. It shall be lawful for the directors to close the register of books. transfers for a period not exceeding fourteen days previous to cach half-yearly meeting and they may fix a day for the closing of the same of which seven days notice shall he given byadvertisement in one or more newspapers 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 half-yearly meeting. are erthor 12. If the interest in any shares have become transmitted in means than transfer consequence of the death or bankruptcy or insolvency of any share- bye dueleation holder or in consequence of the marriage of a female shareholder or by any other lawful means than by a transfer according to the provisions of this Act such transmission shall be authenticated by a declaration in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration or other authentication shall state and shew 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 of the Peace or notary public and such declaration or other authenti- cation shall be left with the secretary and upon the same being deemed satisfactory by the directors he shall enter the name of the person entitled under such transmission in the register of sharcholders and until such transmission has been so authenticated and such entry made no person claiming 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. Proof of transmission 18. If such transmission be by virtue of the marriage of a by marriage will &e. female shareholder the said declaration or other authentication shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare or shew the identity of the wife with the holder of such shares and if such transmission have taken place by virtue of any testamentary instrument or by intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration or other authenti- cation be produced to the secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration or other authentication in the said register of transfers. Company not bound 14. The company shall not be bound in any manner by any to see to execution of trusts in respect trusts or equitable interests or demands affecting any share standing of shares. in 1854. 18° VIC. 377 Fitz Roy Iron and Coal Mining Company. 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 but the reecipts of the person in whose names the shares shall stand in the books of the company shall notwithstanding such trusts or equitable interests or demands and notice thereof to the company be a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable by the company in respect of such shares and a transfer of the said shares by the person in whose name such shares shall so stand shall notw ithstanding as aforesaid be binding and conclusive as far as may conecrn the said company against all persons claiming by virtue of such trusts or equi- table interests or demands Provided always that it shall be competent to the dircetors of the company if they shall think fit so to do to with- hold payment of the dividends on any such shares and to refuse to allow or recognize the transfer of such shares in any case in which the company shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the directors to be well founded And provided also 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 payment Pot any such dividend or other money payable by the company in respect of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other money not already paid by the company or the transfer of such shares to such person as such Court may think fit. 15. The several persons who have accepted or who shall here- Subscriptions to be after accept or hold shares in the company shall pay the amount pws' . of the said shaves or such portions thereof as shall from time to time be called for by the directors at such times and places as shall be appointed by the directors and with respect to the provision in this Act. contained for enforcing the payment of calls the word " share- Term "shareholder' to include repre- holder" shall extend to and include the legal personal representatives sentatives. of every such sharcholder. 16. It shall be lawful for the directors from time to time to Power to make calls. make such calls of money upon the several sharcholders in respect of the amount of their respective shares as the said directors shall deem necessary Provided that thirty days notice at the least be given of each eall by a notice in the Government Gazette and in one or more of the newspapers published in Sydney and that successive calls he not made at a less interval than three months and that no call exceed the sum of one pound for or in respect of any one share and every share- holder 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. 17. It before ov on the day appointed for payment any share- Interest to be paid holder shall not pay the amount of any eall to which he is liable he *'""" shall he liable to pay interest thereon at the rate of cight per cent. per annum from the day appointed for the payment thereof to the time of the actual payment and no such shareholder shall whilst any call on any of his shares shall be in arrear be entitled to transfer any of his shares or to vote at any general meeting or to receive any dividend. 18. It shall be lawful for the directors if they think fit to Power to reccive receive from any of the sharcholders who shall be willing to advanee oe ee oe ettcreat the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and such shareholder shall there- upon be entitled to participate in the profits of the company in propor- tion to the amount of capital they shall thereupon have paid up or if it shall be so arranged between the directors and any such sharcholder the company may pay interest at such a rate not exceeding the rate 3B aforesaid 378 18° VIC. 1854. Fitz Roy Iron and Coal Mining Company. aforesaid upon the amount of capital which such shareholder may have paid up in excess of the calls for the time being made upon his shares as the sharcholder paying such sum in advance and the directors shall agree upon. prections of calls 19. If at the time appointed by the directors for the payment : of any call any shareholder shall fail to pay the amount of such call it shall be lawful for the company to sue such sharcholder for the amount thereof in any Court of Law or Equity having competent jurisdiction and to recover the same with interests as aforesaid and in any action or Declaration in suits Suit it shall be sufficient for the company to declare that the defendant torecover calls. ig the holder of one share or more (stating the number) and is indebted to the company in such sum of money as the calls in arrear shall amount to in respect of one call or more (stating the number and amount of each of such calls) whereby an action hath accrued to the Matter to be provea COMMpany by virtue of this Act and on the trial or hearing of such in action for calls. action or suit it shall be sufficient to prove that the defendant at the time of making such call was a holder of one share 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 the appointment of the directors who made such call nor any other matter whatsoever and thereupon the company shall be entitled to recover what shall be due upon such call and interest thereon and the production of the register of shareholders required to be kept in the office of the company shall be primd facie evidence of such defendant's ; being a shareholder and of the number and amount of his shares. pares in arrear may 20. If any shareholder shall fail to pay any call payable by him together with the interest due thereon the directors at any time after the expiration of two months from the day appointed for payment of such call may if they shall think fit declare the shares in respect of which such call was payable forfeited and that whether the said Notice to. be given of company have sued for the amount of such call or not Provided that intention to declare hefore declaring any share forfeited the directors shall cause notice of their intention to declare such share to be forfeited 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 proprictor of such share and if the holder of any such share shall be beyond the limits of this Colony or if his or their usual or last place of abode he not known to the directors by reason of its being imperfectly described in the register of shareholders 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 declara- tion of such transmission shall not have been registered as aforesaid and so the address of the party to whom the said share 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 one or more of the newspapers published in the city of Sydney and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. Forfeited shares may 21. After such forfeiture it shall be lawful for the directors to —_ sell the forfeited share either by public auction or private contract and if there be more than one forfeited share then either separately or No more sharesto together as to them shall scem fit Provided that the company shall not be gold than are sell or transfer more of the shares of any such defaulter than shall be anearsand Sufficient as nearly as can be ascertained at the time of such sale to expenses. pay the arrears then due from such defaulter on account of any calls together with the interest and the expenses attending or occasioned by such forfeiture and sale and if the money produced by the sale of any such forfeited share be more than sufficient to pay all such arrears of Proof of proprictor- ship. 1854, 18° VIC. 379 Fitz Roy Iron and Coal Mining Company. of calls and interest and expenses the surplus shall on demand be paid to the defaulter And provided also that if payment of such arrears of On payment of calls and interest and expenses be made before any share so forfeited shares to revert to sh Ul have heen sold as aforesaid such share shall 'revert to the party the party. to whom the same belonged before such forfeiture in such manner as if such call had been duly paid. 22. A solemn declaration in writing by some credible person © avidence of not interested in the matter made in conformity with the provisions of Hit tot an Act of Council passed in the ninth year of the reign of ILer present forfeited shares. Majesty Queen Victoria and numbered nine that the call in respeet. of a share was made and notice thereof given and that default in pay- ment of the call was made and that the forfeiture of the share was declared in manner hereinbefore required shall be sufficient evidence of the facts thercin stated and such declaration and the receipt of the treasurer or other officer of the company authorized by the directors to receive payment of the price of such share shall constitute a good title to such share and a certificate of proprietorship 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 affected by any irregularity in the procecdings in reference to such forfeiture or sale. 23. The first general mecting of the sharcholders of the com- First and other pany for putting this Act in exceution shall be held at some convenient "meetings: place within the city of Sydney within two months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon and the future general meetings of the company shall be held on the first Monday in the months of February and August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed shall be called « Talf-yearly General Meetings" and all mectings whether half-yearly or extraordinary shall be held at such place as the sharcholders shail at any gencral mecting dircct and appoint and if no such direction be given then at such place as the directors shall from time to time appoint. 24. No matters except such as are appointed by this Act to be ee ee of halt. done at a half-yearly general mecting shall be transacted at any such ihovengs. mecting unless special notice of such matters have been given in the advertisement convening such meeting and no extraordinary mecting Pies mnestines shall enter upon any business not set forth in the notice upon which it shall have heen convened. 25. Every gencral mecting of the shareholders other than a Estracrdinary tine, half-yearly meeting shall be calle a an " Extraordinary Meeting" meeting and such meetings may be convened by the directors as they think fit and eatin a A com. any number "of shareholders holding in the aggregate five hundred pany may be required shares may by writing under theix hands at any "time require the by sharcholders. directors fo call an extraordinary mecting of the company and such requisition shall fully express the object of the meeting required to he called and shall be left at the office of the company or given to at least three directors or left at their last or usual places of abode and forthwith upon the receipt of such requisition the directors shall con- vene a mecting of the shareholders and if for twenty-one days after such notice the directors shall fail to call such meeting the number of sharcholders aforesaid qualified as aforesaid may call such mecting by giving fifteen days public notice thereof in the Government Gazelle and in one or more of the newspapers published in the city of Sydney. 26. Fifteen days public notice at the least of all meetings Notice of mectings. whether half-ycarly or extraordinary shall be given by advertisement in the Governinent Gazette and one or more newspapers as hereinbefore mentioned which shall specify the place day and the hour of mecting and 380 18' VIC. 1854. Fitz Roy Iron and Coal Mining Company. and every notice of an extraordinary meeting or of a half-yearly meeting if any other business than the business hereby appointed for half-ycarly meetings is to be done thereat shall specify the purpose for which the meeting is called. Quorum of share- 27. In order to constitute a gencral mecting there shall be holders for a general : ' ° . . meeting, present cither personally or by proxy shareholders holding in the aggregate not less than one-twentieth of the capital of the company and being in number not less than six and such sharcholders shall be a quorum and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at. the meeting other than the declaring of a dividend in case that shall he one of the objects of the mecting but such meeting shall except in respect of the election of directors as hercinafter mentioned be held to be adjourned sine die. Chairman at general 28. At every general mecting one or other of the following mectings. "y . A . . . persons shall preside as chairman that is to say the chairman of the company or in his absence the deputy chairman or in the absence of the chairman and deputy chairman some one of the directors of the company to be chosen by the mecting or in the absence of the chair- man and deputy chairman and of all the directors any sharcholder to he chosen for that purpose by the mecting and such chairman shall be entitled to vote not only as a principal and proxy but also to give a casting vote if there be otherwise an equality of votes and every such general mecting may be adjourned from time to time and from place Business at adjourn to place and no business shall be transacted at any adjourned meeting ments. other than the business left unfinished at the meeting from which such adjournment took place. 29. At all general mectings every shareholder who shall be possessed of five or more shares shall for the first five shares be entitled to one vote for the next ten shares to one other vote and for every additional number of twenty shares to one additional vote Provided always that no shareholder shall be entitled to more than fifteen votes altogether. Manner of voting. 30. The votes of sharcholders may be given at any general meeting cither personally or by proxics being sharcholders authorized by writing according to the form in the Schedule D to this Act annexed or in a form to the like effect under the hand of the share- holder nominating such proxy or if such shareholder be a corporation then under their common seal and every proposition at any such mecting shall be determined by the majority of votes of the parties Regulations asto present including proxies but no person shall be entitled to vote as a PrOXICS. proxy unless the instrument appointing such proxy have been trans- mitted to the seerctary of the company not less than forty-cight hours before the time appointed for holding the meeting at which such proxy is to be used. Votes of joint share- 81. If several persons be jointly entitled to any shares the holders, person whose name stands first in the register of shareholders as onc of the holders of such shares shall for the purpose of voting at any mecting be deemed the sole proprietor thercof unless such joint share- holders shall mutually agree that one or other of themselves shall so vote and shall so inform the seerctary of the company by writing under their hands and on all occasions the vote of such first-named sharc- holder either in person or by proxy shall be allowed as the vote in respect of such shares without proof of the concurrence of the other holders thereof unless in case of such agreement and notice thereof as Votes of lunatics aforesaid and if any shareholder he a lunatic or idiot such lunatic or and aninors &e. idiot may vote by his committee and if any shareholder be a minor he may vote by his guardian or any one of his guardians and every such vote may be given either in person or by proxy. Votes of share- holders. 32. 1854. 18 VIC. 381 Fitz Roy Iron and Coal Mining Company. 32. Whenever in this Act the consent of any particular Proof of a particular atawttas af ; . es , ' So as, ey : od ap Inajority of votes majority of votes at any mecting of the company is required in order OHy teduired in the to authorize any proceeding of the company such particular majority event of a poll being shall only be required to be proved in the event of a poll being &@™ne demanded at such mecting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such pro- cceding has been carricd and an entry to that effect in the hook of proceedings of the company shall be sufficient authority for such pro- ceeding without proof of the number or proportion of votes recorded in favour of or against the same. 33. The sharcholders present cither personally or by proxy at. Six directors to be the first general meeting to be held as hereinbefore is mentioned or at Fae a a some meeting to be held by adjournment therefrom shall elect six — persons to be directors of the company and at the half-yearly meeting which shall be held in August in each year one director shall retire pi ement of from office such retirement to be decided by lot between themselves directors. until all the first set of directors who shall have been elected at such first general mecting as aforesaid shall have retired and then at the half-yearly meeting to be held in August in every year thereafter the director who shall have been longest in office shall retire and every such retiring director shall be immediately re-cligible and at every such half-ycarly meeting in August in every year the sharcholders then present personally or by proxy shall elect a new director in the place of the director then retiring from office agrecably to the provision hereinafter contained and the persons clected at any such meeting being neither removed