Fitz Roy Iron Works Company’s Act 29 Vic (NSW)

1865. 29° VIC. Fitz Roy Iron Works Company. ANNO VICESIMO NONO VICTORIA REGINA. An Act to establish and incorporate a Company , to be called "The Fitz Roy Iron Works Com- pany." [21st June, 1865.] ITEREAS a joint stock company called the Fitz Roy Tron Works Preamble, Company has been established at Mittagong in the Co New South Wales for the purpose of mining smelting and worki ony of ng the ore and minerals the produce of their estate at Mittagong and for the manufacture of the same and the sale and disposal of the produce of the said estate and the future property of the said Company unc provisions of an indenture or deed of settlement made in the year of er the our Lord one thousand eight hundred and sixty And whereas the provisions of the said deed of scttlement have been found inconvenient for the working of the said Company and it is desirable that t ne said deed of settlement should be cancelled and that the said Company should be established and carried on wnder the provisions hercin con- tained And whereas it is expedicnt that the said Company should be established and incorporated for the purposes herein mentioned and that the liabilities of the shareholders should be limited in the manncr herein mentioned Be it therefore enacted by the Qucen's Most Excellent Majesty by and with the advice and consent of the Legisla- tive Council aad 'Legislative Assembly of New South Wales in Parlia- ment assembled and by the authority" of the same as follows :— 1. For the purposes of this Act the folowing words in inverted Interpretation, commas shall unless the context otherwise indicate bear the meanings set against them respectively :— " Company "'—the Company hereby established and porated incor- " Directors '—the Directors of the said Company for the time being + te] . . " Board" Board of Directors '—the Directors present at any mecting of Directors to be held pursuant to the provisions herein contained " Seeretary "'—the Secretary of the said Company for the time being " Shareholder "'—1he owner of shares in the capital or joint stock for the time being of the said Company " Share "'—a share in the capital or joint stock for the time being of the suid Company. 2. ¥17z Roy Iron Works COMPANY. Deed of settlement cancelled, Company incor- porated. Power to hold lands. Management of Company. Place of business, Capital. 29° VIC. 1865. Fitz Roy Iron Works Company. 2. From and after the passing of this Act the said deed of settle- ment shall be deemed to be cancelled and made void Provided always that nothing in this Act contained shall prejudice or be deemed to prejudice any right liability or claim or any contract or other act deed matter or thing now existing or entered into made or done under or by virtue of the said deed of settlement or otherwise before this Act shall come into operation but the same right liability claim contract act deed matter or thing shall be as valid and effectual to all intents and purposes as if this Act had not been passed and any such right liability claim or contract may be enforced by and against the Company hereby established in like manner as if it had occurred arisen or been entered into and made after the passing of this Act And any suit action or other proceeding which shall at the time of the passing of this Act be depending by or against the said Company or the trustees thereof shall on the suggestion or allegation of the establishment and incorporation of the Company be continued and prosecuted by or against the Company hereby established in the manner hereinafter provided as to suits actions and other proceedings by and against the Company after the passing of this Act. 3. All persons who at the time of passing this Act are proprictors of shares of or in the capital stock of the said Company under the said deed of settlement and all persons who shall in the manner hereinafter provided become shareholders in the Company hereby established and their several and respective executors administrators and assigns shall be and the same are hereby united into a Company for the purpose of mining smelting and otherwise working the iron and other ores coal and other minerals the produce of the said lands situate at Mittagong aforesaid and of any future property of the Company hereby established in the Colony and for the refining manufacture sale and disposal of the same and for that purpose shall be one body corporate by the name and style of the Fitzroy Iron Works Company and by that name shall and may have perpetual succession and a common seal 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 And any summons or other writ and any notice or other proceeding which it may be requisite to serve upon the Company may be gerved upon the Chairman or the Secretary or any Director of the Company. 4, The Company shall have power to purchase and hold Jands for the use of the Company and also to sell and dispose of the said lands again without incurring any forfeiture or penaltics and all lands tenements hereditaments mortgages leases agreements mines mincrals and all other property of whatever nature now belonging to the said Company under the said deed of settlement or vested in trustees for them shall on the passing of this Act be vested in and become the property of the Company as hereby established subject to all charges claims and demands in any- wise affecting the same. 5. The ordinary business of the Company shall be managed by a Board of Directors to be composed as hereinafter mentioned subject to such limitations as hereinafter specified and with such powers of electing a Chairman and appointing a Secretary and other officers and servants required for conducting the affairs of the Company as hereinafter contained and it shall not be lawful for individual shareholders to interfere in any way in the management of the affairs of the Company except as hereinafter specially provided. 6. The business of the Company shall be carried on at such place or places in New South Wales as the Board shall from time to time appoint. 7. The capital stock or fund of the Company shall consist of the sum of sixty thousand pounds sterling but the amount of such capital may from time to time be increased or diminished in manner hereinafter provided, ' 8. 1865. 29° VIC. 17 Fitz Roy Iron Works Company. 8. So soon as the Company shall make a profit on their transactions Reserve fund. after providing for paid up capital and on every half-year thereafter when the operations of the Company shall result in a profit a sum not less than ten pounds per centum of the amount of such profit according to the recommendation of the Board shall be carried to the credit of an account to he called the reserve fund and the reserve fund shall be applicable to the meeting of any extraordinary losses and to the erection of new works and to the equalization of dividends Provided that not any part of such reserve fund shall be distributed by way of dividend or bonus until it shall umount to a sum equal to the then paid up capital but after it shall have exceeded that amount it shall be lawful for the Board to recommend to a half-yearly meeting to declare a bonus out of such reserve fund to be payable to the shareholders providing the payment of such bonus shall not reduce the said reserve fund below the amount of the said paid up capital. 9. The said capital sum of sixty thousand pounds sterling shall he pivision of capital divided into twelve thousand shares of five pounds cach and the said shares shall be deemed to be fully paid up and shall be and are hereby vested in the shareholders of the said Company Provided that no body corporate shall hold any shares in the Company. 10. All shares in the capital of the Company shall be decined shares to be personal estate and shall be transferable and transmissible as such under Personlty. and subject to the provisions of this Act and shall not be of the nature of real estate. 11. Every sharcholder shall have a separate and distinct right to Liability defined. his share for the time being in the capital of the Company and shall be entitled to and interested in the profits of the Company in proportion to the number of shares held by him but subject nevertheless to the provisions hercin contained and with respeet to the debts liabilities or obligations incurred on behalf of the Company after the passing of this Act shall be liable only to the extent of twice the amount of the share or shares of which he shall be the holder that is to say for the amount subscribed and for a further additional amount equal thereto. 12. The names and places of abode of shareholders together with Share register to be the number of shares held by each of them shall from time to time be **?* entered and written in a book to be kept for that purpose to be called the share register and every shareholder who shall at any time change his name or place of abode or being a female shall marry and the assignee or trustees of every sharcholder who shall become insolvent and the com- mittee of every shareholder who shall be duly found a lunatic and the executor or administrator of every shareholder who shall die shall imme- diately upon and after the occurrence of the said event respectively leave a written notice at the head office of the Company stating his or her name or new name and place of abode and when a female sharcholder shall have been married then the name and place of abode of her husband and the share register shall be primd facie evidence of the amount of stock held by cach shareholder respectively and the same shall be gpen to the inspection of the several shareholders at all reasonable times. 13. Every person who shall be so registered a shareholder shall Share register as between him and the Company be a shareholder of the Company to iene? % mterest- all intents and purposes in respect of the shares in respect of which he shall be registered and the share register shall as between the Company and any person claiming to be a shareholder be primé facie evidence on behalf of the Company to shew who is a shareholder and the extent of his interest. l4. When any shares shall be vested in two or more persons Shares jointly held, jointly or in common or otherwise the one of such persons or the survivor of them whose name shall stand first in the share register as one of the holders of such shares or the sole survivor of such two or more persons shall be considered and deemed the holder of such shares for the purpose of 18 29° VIC. 1865. Fitz Roy Tron Works Company. of voting and receiving dividends and of receiving any notice that may be required to be given but all such joint or other shareholders shall be liable jointly and severally to the several obligations arising from the proprietorship of the said shares and the service of notice upon any or either of them shall be deemed good notice to all of them Provided that in case of the absence of the first named of such joint shareholders the other appearing next upon the share register as joint holder shall be allowed to vote in respect of the shares so held. Shareholders not to 15. Every shareholder who may be indebted to the Company shall against Company's upon demand pay to the person duly authorized by the Board in that claims. behalf such debt or such part thereof as may at the time be due and payable and shall be so demanded and shall not set up or claim by way of set-off or otherwise as an answer to such demand any claim that he may have against the Company in relation to the partnership existing by virtue of this Act and in case any such shareholder shall make default in payment of the debt which may be so due and demanded of him then the amount of such debt may under the order of the Board be recovered from such shareholder his heirs executors or administrators as liquidated damages. Liabilities to Com- 16. Whenever a shareholder either by himself' or jointly with any peat charges on other person and whether directly or indirectly shall become a debtor to shares. the Company or shall be under engagements to the Company of any kind such debts and engagements shall be first and paramount charges upon the shares of such shareholder and upon the dividends or interest accruing therefrom and shall have precedence of the rights of all other creditors of such shareholders and his assigns voluntary and legal and it shall be lawful for the Board if they see fit to prohibit and restrain the transfer of the shares of such shareholder or the payment of the dividend accruing thereon until all and every such debts and engagements shall have been fully paid and satisfied and if such shareholder shall fail within a time to be fixed by the Board to pay and satisfy all such debts and engagements the shares of such shareholder or a sufficient portion thereof to satisfy the said debts and engagements shall thereupon become forfeited to the Company and it shall be lawful for the Board with or without notice to such shareholder absolutely to sell the said shares or so many thereof as shall be necessary and sufficient for the said purpose by public auction or private contract and to apply the proceeds thereof together with the dividends and interest due thereon in liquidation of such debts and engagements and the balance of the net proceeds of any such sale shall be paid over to the late holder of such shares or his legal representatives Provided nevertheless that the Board may if they think fit upon the application of the shareholder or late shareholder discharge any share or shares from forfeiture and restore the same or any part thereof to such shareholder on such terms as they may think fit and in the event of such discharge the forfeiture shall be held not to have vecurred and the rights and liabilities of the shareholder making default not to have been in anywise affected And provided further that it shall be lawful for the Board if they think fit instead of declaring such share or shares to be forfeited to enforce payment as aforesaid with interest as herein provided or to sell so many only of the shares of any share- holder so making default as may be necessary and sufficient to pay the amount payable upon the whole of such shareholder's shares and all expenses costs and charges to be incurred by reason of such default and sale as aforesaid. Bhares to be trans- 17. It shall be lawful for any shareholder with the consent of the , Board but not otherwise to sell and transfer all or any of his shares subject to the provisions herein contained and to the payment of such fees as they may determine but not any fractional part of a share shall be transferable provided that every such transfer shall be by decd in which the 1865. 29° VIC. Fitz Roy Tron Works Company. the consideration shall be stated and such decd may be according to the following form or in such other form as the Board shall from time to time determine and the execution thereof be duly attested to the satisfaction of the Board Provided that no shares shall be transferred after any contribution has been demanded or other claim made until such contri- bution or claim has been paid with all interest due thereon. No. The Fitz Roy Iron Works Company. Transfer of Shares £ Know all men by these presents that of in consideration of the sum of to him paid by of do hereby barguin sell and assign unto the said his executors administrators and assigns shares of the said of or in the capital stock of the Fitz Roy Iron Works Company upon which the sum of pounds each share has been paid up To hold the same under and subject to the conditions provisions and regulations in the Act of Incorporation of the said Company contained and other the conditions and regulations for the time being in force respecting such shares and the said doth hereby accept the said shares under and subject to the said conditions provisions and regulations As witness the hands and scals of the said parties the day of A.D. 18 18. Every deed of transfer when duly executed shall be delivered to the Secretary who shall enter a memorial thereof in a book to be called the register of transfers and shall indorse a memorandum of such entry on the deed of transfer and until the purchaser or transferree shall have been approved of by the Bourd and such registration and indorscment shall have been made the vendor or transferror of such shares shall continue to be liable to the Company upon such shares and the purchaser or transterree shall not be considered a sharcholder nor be entitled to receive any portion of the profits of the Company nor to vote in respect of such shares. 19. It shall be lawful for the Board to close the register of transfers for a period not exceeding fourteen days previous to each half-yearly inceting of the Company 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 subse- quently to such half-yearly meeting. 20, If the interests in any shares has become transmitted in con- sequence of the death or insolvency of any sharcholder 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 trans- mission shall be authenticated by a declaration in writing as hereinafter mentioned or in such other manner as the Board 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 trans- mitted and shall be made and signed by some credible person before a Justice of the Peace or Notary Public and such declaration or other authentication shall be left with the Secretary and upon the same being deemed satisfactory by the Board he shall enter the name of the person entitled under such transmission in the share register 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 thercof. 21. If such transmission be by virtue of the marriage of a female sharcholder the said declaration or other authentication shall contain a copy of the register of such marriage or other particulars of the cclebva- tion Form of transfer. Register of transfers. Closing register of transfers. Transmission of shares otherwise than by transfer. Evidence of trims- inission. 20 29° VIC. 1865, Fitz Roy Iron Works Company. tion 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 authentication 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 22, The Company shall not be bound in any manner by any trusts by trusts. or equitable interests affecting any shares of the capital standing in the name of any person or to take notice of any such trusts or equitable interests but the receipt of the shareholders in whose name the shares shall stand in the books of the Company or in the case of shares jointly held the receipt of the shareholder whose name shall be first stated on the said books shall notwithstanding any such trust or equitable interest and notice thereof to the Company be a good and sufficient discharge for the money which may become payable by the Company in respect of the shares standing in the name of such shareholder or shareholders respectively and the Company shall not be bound to see to the application of the money paid upon such receipt and a transfer of the shares by such shareholder or first named shareholders shall when complete be binding and conclusive against all persons claiming by virtue of such trusts or equitable interests whether the Company shall or shall not have had notice of such trust or equitable interest Provided however that when the Company shall have had such notice it shall be in the discretion of the Board to refuse to sanction any such transfer and to require the concurrence of the person or persons so claiming and in case such sanction shall be refused then any deed or instrument whereby the transfer of such shares shall be attempted shall be wholly inoperative and provided also that when the Company shall have had such notice it shall in like manner be in the discretion of the Board to refuse to pay any dividend or bonus to the legal shareholder without the concurrence of the person or persons claiming in respect of such trust or equitable interests. Deeds and evidences 23. Every deed or instrument of transfer and every other deed or pent I Compeny. instrument in writing on which the right of any shareholder may be founded or an attested copy of every such last-mentioned deed or instru- ment shall be deposited and kept at the office of the Company and no such deed or instrument of transfer shall be valid or effectual until so deposited but every such shareholder shall be entitled at all times by writing under his hand to require the same to be produced and shewn to himself or such person as he shall require on payment of all reasonable costs and charges attending the production and shewing of the same. Exoneration of 24. Upon the completion of the transfer of any shares and on the trausfer. ~—=s approval of the transferree by the Board the previous holder of such shares shall as between himsclf and the other shareholders be exonerated and released from all claims and demands obligations and liabilities in respect of such shares and the person to whom such transfer shall be made shall have the same privileges and be subject to the same liabilities as the original shareholder. List of sharcholders 25. The Secretary or in case there shall not be any Secretary then ° the Chairman of the Company shall within thirty days from and after the first day of January in each and every year or so soon thercafter as may be practicable cause a true and correct list of the names of ull the persons who shall be then existing shareholders of the Company with their respective places of abode and descriptions verified by a declaration to be made by such Secretary or Chairman before a Justice of the Peace or a Notary Public to be recorded in the Office for the Registry of Deeds in the Colony and the same shall be open for inspection at all reasonable times by any person requiring the game on the payment of a fee of one shilling for 1865. 29° VIC. Fite Roy Iron Works Company. for cach inspection and if any such Sccretary or Chairman shall omit or neglect to cause such a list to be recorded in manner aforesaid or shall wilfully falsify any such list he shall be subject and liable to a penalty of one hundred pounds to be recovered in an action of debt in the Supreme Court by any person who shall sue for the same Provided always that such action shall be commenced within two years from the time the offence shall be alleged to have been committed. 26, Every person whose name shall be so recorded as aforesaid shall be considered taken and held to be a shareholder of the Company and shall be liable as such until a new list of names of the shareholders of the Company shall be recorded as aforesaid or until he shall have given notice in the Government Gazette of his retirement from the Company Provided however that nothing herein contained shall be deemed or con- strued to absolve any person from liability on account of any debts incurred by the Company during the time such person remained a sharcholder or to render any individual shareholder liable for any debts incurred by the Company except so far as he may be liable under the provisions of this Act. 27. All shares forfeited in pursuance of any provision herein con- tained shall at any time or times after such forfeiture in the diserction of the Board be disposed of by public sale or private contract to such persons as may be willing to accept the same and thereupon a transfer or assign- ment of such shares shall be made by the direction of the Board to the purchaser thereof by the Chairman of the Company or by such Director as the Board may for that purpose appoint Provided nevertheless that it shall be lawful for the Board to withhold any such forfeited shares from immediate sale and to retain the same for such time as they may think fit in every case in which it is hereby made competent to the Board to discharge such forfeiture and in which they shall think it probable that an application for such discharge will be made by the shareholder or late shareholder and that it would be proper to discharge the same upon such application being made and in case of forfeiture for non-payment of con- tributions debts or shares the proceeds arising from any such sale shall be applicd in payment of the contribution debt or shares in respect whereof default shall have been made and the surplus thereof if any after deducting the expenses of such sale shall be placed to the credit of such defaulter with the Company. 28. All premiums on the sale of new shares and the proceeds of all forfeited shares excepting as hereby otherwise provided and all divi- dends remaining unclaimed for the period of seven years after the same shall be declared and also all damages and penalties which may he recovered from time to time under the provisions of this Act or under any by-laws or regulations which may be hereafter made in pursuance thereof shall be applied in augmentation and appropriated as part of the Reserve Fund. 29. A dividend shall not be paid in respect of any share upon which any claim or contribution shall be in arrear until such claim or contribution and interest thereon shall have been duly paid and satisfied but it shall be lawful for the Board unless they shall declare a forfciture of such shares to retain such dividends on account of such claims or contributions and interest or on account of any debt due to the Company until the same shall have been paid and the holder of the share or shares in respect of which the same shall have accrued shall not be entitled to claim interest on the amount of such dividends during the time they shall have been so retained by the Company and upon the forfeiture of such shares being declared such dividends shall be appropriated in augmentation of the Reserve Fund. 30. A general mnceting of the shareholders of the Company for pulting this Act into execution shall be held at the offices of the Company in Recorded list to be evidence of share- holders, Disposal of forfeited shares. Appropriation of premiums unclaimed dividends and pen- alties, Dividends not pay- able on shaves in arrenr, General meetings. Present Directors to retire at first general meeting. Business of half- yearly meetings. Special general meetings. Convening of mect- ings. Evidence ot notice, Chairmanship of ineetings, Minutes of meetings. 29° VIC. 1865. Fitz Roy Iron Works Company. in Sydney or at some other convenient 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 half-yearly at the office of the Company or at some other convenient place within the city of Sydney on such day as the Board of Directors of the Company shall appoint in the respective months of January and July in each year. 31. The Directors who at the time of the passing of this Act shall be managing the affairs of the said Company under the said deed of settlement shall retire from such management at the first general meeting to be held as hereinbefore mentioned but may be elected Directors at such meeting under the provisions hereinafter contained And the Secretary and all other officers and servants of the said Company shall continue in their several duties and employments as officers and servants of the Company hereby established in the same inanner as if they had been appointed under the provisions of this Act. 32. The business of every half-yearly general meeting shall be to receive and consider the report of the Board to be then made to declare a dividend out of profits to fill up the vacancies which shall then exist or take place in the Board and to consider and decide upon such matters and things as may be brought forward by the Board relating to the affairs of the Company and upon such other matters and things as may be brought forward by any shareholder who shall have given to the Board fourteen days' previous notice of his intention to bring such matters and things forward at such meeting. 33. Special general meetings of the shareholders shall subject to such notice as is herein required be held at such times and places as the Board may determine and also if any number not less than ten of the shareholders holding not less than one thousand shares in the capital of the Company shall at any time by writing under their hands require the Board to call a special general meeting for any purpose relating to the Company it shall be incumbent on the Board to call the same and in the event of their non-compliance the said shareholders may call such meeting by circular under their own hands. 34. Every general or special general meeting of the shareholders (not being an adjournment) shall be convened by a notice of not less than fourteen days and such notice may be given cither by advertisement in one or more Sydney daily newspapers or by circular letter addressed to each shareholder at his last known place of residence as herein provided and every such notice shall state the day hour and place of meeting and also the business to be transacted thereat. 35. A solemn statutory declaration by the Secretary that the said letters were to the best of his knowledge and belief written and addressed in conformity with the provision hereinbefore contained and that they were delivered out by him for the purpose of being despatched by post or otherwise according to their respective addresses and that he verily believes that the same were respectively put into the post office or delivered at or before the times respectively herein required for the giving of the notices conveyed by such letters shall be conclusive evidence of the due service of the notice in respect of which such declaration shall be so made. 36. The Chairman elected by the Board as hereinafter provided if present shall unless he decline to do so preside at all half-yearly general meetings and in case of his absence or declining to preside and at all special general meetings the shareholders present and qualified to vote shall elect 1s Chairman a shareholder present and qualified to vote And on all questions submitted to any meeting the Chairman presiding shall have a casting vote in addition to his votes as a shareholder. 37. Minutes of all the proceedings of every general meeting and special general meeting shall be entered and kept in the minute book of the 1865. 29° VIC. 23 Fitz Roy Iron Works Company. the Company and shall be signed by the person presiding at such meeting the said minutes having first been read over to the meeting And such minutes shall be full and conclusive evidence that the proceedings therein recorded took place at a general or special general meeting duly called and held pursuant to this Act and that the person whose name shall be subseribed thereto was the Chairman thereat and that he signed such minutes and such minutes shall be binding and conclusive on the share- holders and all other persons claiming any interest in respect of any shares in the capital of the Company. 38. At any meeting of shareholders all elections and other Determination of questions and matters submitted for determination shall primarily be estions. decided by the required majority in number of persons present and qualified to vote on a show of hands but if four shareholders present qualified to vote shall demand a ballot such ballot shall be taken accordingly. 39. No shareholder shall be qualified to vote unless he shall have Qualification of been a registered shareholder for two months in respect of the