Hunter River Railway Company Act 1853 17 Vic (NSW)

Tfunrer River Ratiway Company. Preamble. Proprietors incorpo- rated by the namefof An Act to establish and incorporate a Company to be called "' The Hunter River Railway Company." [10th October, 1853. ] TWEREAS the making and maintaining of a railway from the city of Newcastle to the towns of East Maitland and West Maitland in the county of Northumberland in the Colony of New South Wales would be of great public advantage by opening additional certain and expeditious means of communication between the said places and also by facilitating communication between more distant towns and places "And whereas the several persons hereinafter named are willing and desirous to make and maintain such railway and it is deemed advisable to give encouragement to them by granting to them an Act of Incorporation Be it therefore enacted by Ilis Excellency the Governor of New South Wales by and with the advice and consent of the 1 aiective Council thereof as follows— . The following persons that is to say George Allen George "Phe Hunter River Wigram Allen Arthur 4Beckett William Bradley George Burgess Railway Company." Adam Bogue Edward Wilbraham Bell Alexander Campbell Brown Edward Baker Boulton Hutchinson Hothersall Browne Alexander Campbell John Henry Challis Thomas Chalder William Croasdill John Croft Charles Cowper Henry Grattan Douglass John Bayley Darvall John Fairfax John Gilchrist Samuel Dean Gordon Alexander Charles Hood Robert Allen Hunt Thomas Hopkins Thomas Holt the younger Joshua Frey Josephson George King Simon Kemp Charles Kemp William James Lennon Michael Metcalf Andrew Hardie M'Culloch Thomas Sutcliffe Mort James Millsom the younger James Mitchell Charles Nathan George Polhill Samuel Peek John Reeve William Russell Robert Scott Ross Ralph Meyer Robey William Russell Thomas Ware Smart Edward Salamon Edward Kennedy Sylvester Robert Perey Simpson Robert Tgwns Edwin Tooth Charles Throsby 1853. 17° VIC. 289 Hunter River Railway Company. Throsby Robert Cooper Walker Peter Barber Whitfield John Wil- liams and all other persons who shall hereafter become subscribers to the said undertaking and their several and respective successors executors administrators and assigns shall be and hereby are united into a company for making completing and maintaining the said railway and such extensions thereof and other works by this Act wuthorized to be made and executed according to the rules orders and directions hereinafter mentioned and for that purpose shall be one body corporate by the name and style of "The Hunter River Railway Company " and by that name shall have perpetual succession and a common seal and shall and may sue and be sued plead and he im- sea. pleaded answer and be answered unto defend and be defended in all Fewer te sue and be Courts and places whatsoever and shall have power and authority from and after the passing of this Act and at all times thereatter to purchase and hold lands and hold Jands to them and their successors and assigns for the use of the said undertaking and works and generally for the purposes of carrying the provisions of this Act into effect and also to scll and dispose of the said lands again in manner by this Act directed without incurring any penalties or ' forfeitures. 2. The capital of the company hereby established shall (until Capital to te imereased as hereinafter provided) be one hundred thousand pounds Seen divided | sterling and shall be divided into twenty thousand shares of five £5 each. pounds each and such shares shall be numbered in regular or arith- metical 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 adminis- trators and assigns. 3. The said shares shall be deemed personal estate and shall be Shares to be personal transferable and transmissible as such and shall not he of the nature" of real estate. 4. Every person who shall by virtue of this Act have subseribed Sharcholders. 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 shareholder 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. 5. The directors shall cause the names additions and addresses Registry of share- . . : holders. of the several persons entitled to sharcs together with the number of shares to which they shall be respectively entitled distinguishing each share by its proper number and the amount of the subscriptions paid on such shares to he 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 cach proprictor for the time heing and his interest in the company may be known. 6. On demand of the holder of any shares the directors of the Certificates of shares company shall cause a certificate of the proprietorship of such shares {f beissed te the to be delivered to such shareholder and such certificate shall have the common seal of the company affixed thereto and such certificate shall specify the shares to w hich such sharcholder is entitled and the same may be according to the form in the Schedule A to this Act annexed or to the like cflcet. and for such certificate the said company may demand any sum not execeding two shillings and sixpence and such Certifeate to be certificate shall be admitted in all Courts as prima facie evidence of evidence of property the title of such shareholder his executors administrators successors 20 or Certificate to be renewed when destroyed. Shares may be sold. 'Transfers of shares to be registered &c. No share to be trans- ferred while in arrear. Power to directors to issue coupons. 17° VIC. 1853. Hunter River Railway Company. or assigns to the share 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. 7. If any such certificate be worn out or damaged then upon the same being produced at some meeting of the directors such directors may order the same to be cancelled and thereupon another similar certificate shall 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 either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders and for every such certificate so given or exchanged the company may demand any sum not exceeding two shillings and sixpence. 8. It shall be lawful for any shareholder to sell and transfer all or any of his shares subject to the provisions herein contained provided that every such transfer shall be by deed in which the con- sideration shall be stated and such deed may be according to the form in the Schedule B to this Act annexed or to the like effect and provided also that if any certificate of the proprietorship of the shares to be transferred shall have been issucd 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 same has been lost or destroyed. 9. The said deed of transfer (when duly executed) shall be delivered to the secretary and be kept by him and the secretary 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 for every such entry together with such indorsement and certificate the company may demand any sum not exceeding two shillings and sixpence 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 deed 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 receive any share of the profits of the company or to vote in respect of such shares. 10. No shareholder shall be entitled to transfer any share which he shall possess in the said company after any call shall have been made in respect of such share until he shall have paid such call nor until he shall have paid all calls for the time being due on every share held by him. 11. In case Her Majesty's Government of the Colony shall enter into any agreement with the company to guarantee to the sharcholders of the company the payment of any fixed sum of money by way of dividend or interest upon any shares in the capital of the company it shall be lawful for the directors to issue togcther with the certificates of proprietorship of any shares upon which such fixed rate of dividend or interest shall have been so guaranteed coupons signed by any two of such directors and countersigned by the secretary or manager for the payment of such interest by the directors to the bearers thereof on the days on which such guaranteed interest or dividend 1853. 17° VIC. unter River Railway Company. dividend will become payable during the period to which such coupons shall extend and thereupon such interest or dividends shall be paid to the bearers of such coupons and to no other person. 12. If the interest in any shares 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 accor ding 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 authenti- cation 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 hefore a Justice of the Peace or notary public and such declaration or other authentication shall he 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 for every such entry the company may demand any sum not exceeding five shillings and until such transmission has been so authenticated and such entry made no person elaiming 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. 13. Tf such transmission be by virtue of the marriage of a female shareholder the said declaration or other authentication shall contain a copy of the register of such marriage or other particulars of the celebration thercof and shall declare or show 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 Ictters of administration or an official extract therefrom shall together with such declaration or other authentication he produced to the secretary and upon such produc- tion in either of the cases aforesaid the seerctary shall make an entry of the declaration or other authentication in the said register of transfers. Transmission of shares by other means than transfor to he authenticated by a declaration, Proof of transmts- sion by marriage will &, 14. The company shall not be bound in any manner by any Company not bound trusts or equitable interests or demands affecting any shares standing #@ sv 9 exeention 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 receipts of the person in whose name 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 notwithstanding as aforesaid be binding and conclusive as far as may concern the said company against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that it shall he com- petent to the directors of the company if they shall think fit so to do to withhold payment of the dividends on any 'such shares and to refuse to allow or recognize the transter 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 of any such dividend or other moncy 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 moncy not already of trusts in respect of shares, Subscriptions to be paid as called for. Term * shareholder" to include represen- tatives. Power to make calls. Interest to he paid on over-duce calls, Power to allow interest on payment of subscription before calls, Enforcement of calls by action. Declarations in suits to recover calls. Matter to be proved in action for calls. Proof of proprietor- ship. 17° VIC. 1858. Hunter River Railway Company. 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- after accept or hold sharcs in the company shall pay the amount of the said shares 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 "sharcholder"' shall extend to and include the legal personal representatives of every such sharcholder. 16. It shall be lawful for the directors from time to time to make such calls of money upon the several sharcholders in respect of the amount of their respective shares as the said directors shall decom necessary provided that thirty days notice at the least be given of each call by a notiec in the Government Gazette and in one or more of the newspapers published in Sydney and that successive calls be not made at a less interval than three months and that no call exceed the sum of ten shillings for or in respect of any one share and every sharcholder shall he 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. If before or on the day appointed for payment any share- holder shall not pay the amount of any call to which he is liable then every such sharcholder 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. 18. It shall be lawful for the directors if they think fit to receive from any of the sharcholders who shall be willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moncys so paid in advance or so much thereof as from time to time shail excced the amount of the calls then made upon the shares in respect of which such advance shall be made the company may pay interest at such a rate not execeding the rate aforesaid as the sharcholder paying such sum in advance and the directors shall agree upon. 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 suc such sharcholder for the amount thereof in any Court of law or equity having competent juris- diction and to recover the same with interest as aforesaid from the day on which such call was payable and in any action or suit it shall not be necessary to set forth the special matter but it shall be sufficient for the company to declare that the defendant is the holder of onc share or more in the company (stating the number of shares) 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 upon one share or more (stating the number and amount of cach of such calls) whereby an action hath accrued to the company by virtue of this Act and on the trial or hearing of such 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 madc 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 prima facie evidence of such defendant's being a sharcholder and of the number and amount of his shares. 20. 1853. 17° VIC. 293 Hunter River Railway Company. 20. If any sharcholder shall fail to pay any call payable by him shares in arrear may | together with the interest (if any shall have accrued thereon) tlic bv deelared forfeited. directors of the company at any time alter the expiration of one month from the day appointed for payment of such eall may if they shall think fit declare the shares in respect of which such call was payable forfeited and that whether the said company have sued for the amount of such call or not Provided that before declaring any share forfeited Notice to be given of the directors shall cause notice of their intention to declare such share tention to declare 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 sharcholders to be the proprictor of such share and if the holder of any such share shall he beyond the limits of this Colony or if his or their usual or last. place of abode be not known to the directors by reason of its being imperfectly described in the said register of sharcholdcrs 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 party to whom the said share may have been transmitted or may for the time heing belone shall not. be known to the directors the directors shall give public notice of such intention in the Government Gazelle 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. 21. After such forfeiture as aforesaid it shall be lawful for the torteited shares may directors to sell the forfeited share either by public auction or private be sel contract and if there be more than one forfcited share then either separately or together as to them shall scem fit Provided that the com- No mnove shares to . . pe sold than are pany shall not sell or transfer more of the shares of any such defaulter guficient to pay off than shall be suflicient as nearly as can he ascertained at the time of arearsand expenses. such sale to pay the arrears then duc from such defaulter on account of any calls together with the interest and the expenses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfcitcd share be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thercof with the proof thereof and the certificate of proprictorship to the purchaser the sur- plus shall on demand be paid to the defaulter And provided also that On payment of if payment of such arrears of call and interest and expenses be made StH before sale before any share so forfeited shall have been sold as aforesaid such the party. share shall revert to 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 Evidence of propric- not interested in the matter made in conformity with the provisions of tershipin purchasers an Act of Council passed in the ninth year of the reign of Her present Majesty Queen Victoria numbered nine 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 in manner hereinbefore required shail be sufficient evidence of the facts therein 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 sce to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. 23. 'First and other general meetings. Business at half- yearly general mnectings. Business at extraor- dinary mectings. Extraordinary meetings. Extraordinary meeting of the company may bo required by share- holders. Notice of mectings. Quorum of share- holders for a general mecting. Chairman at gencral mectings. 17° VIC. 1853. Hunter River Railway Company. 23. The first general meeting of the shareholders of the com- pany for putting this Act in execution shall be held at some 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 mectings 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 mectings so appointed shall be called " ordinary" or "half-ycarly" gencral mectings and all mectings whether half-yearly or extraor dinary : shall be held at such place as the shareholders shall 'at any gencral meeting direct 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 done at a half-yearly general meeting shall he transacted at any such meeting unless special notice of such matters have been given in the advertisement convening such meeting and no extraordinary meeting shall enter upon any business not set forth in the notice upon which it shall have been convencd. 25. Every general mecting of the shareholders other than a half-yearly meeting shall be called an extraordinary mecting and such mectings may be convened by the directors as they think fit and any number of shareholders not beingjless than five holding in the aggregate one thousand shares may by writing under their hands at any time require the directors to call an extraordinary meeting of the company and such requisition shall fully express the object of the meeting required to be 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 convene a meeting 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 meeting by giving fifteen days public notice thereof in the Government Gazette 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 whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and onc or more newspapers as hereinbefore mentioned which shall specify the place day and the hour of meeting and every notice of an extraordinary meeting or of an ordinary meeting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the meeting is called. 27. In order to constitute a general meeting there shall be present either personally or by proxy shareholders holding in the aggregate not less than one-twenticth of the capital of the company and being in number not less than twenty and such shareholders shall be a quorum and if within one hour from the time appointed for such mecting 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 be one of the objects of the meeting but such meeting shall except in the case of a mecting for the election of directors hereinafter mentioned be held to be adjourned sine die. 28. At every general meeting of the company one or other of the following 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 for that purpose by the meeting or in the absence of the chairman and deputy chairman and of all the directors 1853. 17° VIC. 295 TTunter River Railway Company. directors any shareholder to be chosen for that purpose by a majority of the sharcholders present at such meeting and such chairman shal be entitled to vote not only as a principal and proxy but also to give a casting vote if there be otherwise an cquality of votes and every such general meeting may be adjonrned from time to time and from place to place and no business shall be transacted at any adjourned Business at adjourn- meeting other than the business left unfinished at the mecting from @* which such adjournment. teok place. 29. At all general mectings every sharcholder who shall be Votes of share- possessed of ten or more shares shall for the first ten shares be entitled 2" to one vote and for every additional number of twenty shares to one additional vote Provided always that no shareholder shall be entitled gharcholders not to to more than ten votes altogether and that no shareholder shall be vote autil calls paid. entitled to vote at any mecting unless he shall have paid all the calls then duc upon the shares held by him. 30. The votes of sharcholders may be given at any gencral Manner of voting. mecting either personally or by proxies being sharcholders authorized by writing according to the form in the Schedule C to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such shareholder he « corporation then under their common seal and every proposition at any such mecting shall be determined by the majority of votes of the parties present including proxies but no person shall be entitled to vote as a proxy Regulations as to unless the instrument appointing such proxy have been transmitted proxies. to the scerctary of the company not less than forty-cight hours before the time appointed for holding the mecting at which such proxy is to be used. 31. If several persons be jointly entitled to any shares the Votes of joint share- 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 thereof and on all occasions the vote of such first-named sharcholder cither 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 and if any sharcholder be a lunatic or idiot such lunatic or idiot may vote by his committee votes or tmatics and and if any shareholder be a minor he may vote by his guardian or any minors &c. one of his guardians and every such vote may be given cither in person or by proxy. 32. Whenever in this Act the consent of any particular Proof of a particular majority of votes at any meeting of the company is required in order dab recntved 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 "'""™ demanded at such mecting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceeding has been earricd and an entry to that effect in the book of proceedings of the company shall be sufficient authority for such proceeding without proof of the number or proportion of votes recorded in favour of or against the same. 33. The shareholders present either personally or by proxy at Six dircetors to be such first gencral mecting to be held as hexcinbcfore 1s mentioned or See aetildene at some meeting to be held by adjournment irom such general mecting shall choose and elect six persons to be directors to manage and conduct the affairs of the company and at the half-yearly mecting which shall be held in the month of August in cach year one director shall vetire from office such retirement to be decided by lot between Retirement of themselves until all the first sct of directors who shall have been &"™- elected at such first gencral meeting directed to be held as aforesaid shall have retired and then at the half-yearly mecting to be held in the month of August in every year thereafter the director who, shall lave Existing directors continued on failure of meeting for elec- tion of directors. Qualification of directors, Disqualification of directors, Shareholder of an incorporated joint stock company not disqualified by reason of contracts, Supply of occasional vacancies to office of + directors, Powers of the com- pany which may be exercised by the directors. 17° VIC. 1853. Hunter River Railway Company. have been longest in office shall retire and so on from time to time during the continuance of the company and at every such half-yearly meeting i in the month of August in every year the shareholders then present personally or by proxy shall clect a new director in the place of the director then retiring from office agreeably to the provision hereinafter contained and the persons elected at any such mecting being neither removed or disqualified nor having resigned shall con- tinue to be directors until others are elected in their stead as herein- after mentioned. 34. If at any meeting at which an election of directors ought to take place the prescribed quorum of shareholders shall not be present within one hour from the time appointed for the mecting no election of directors shall be made but such meeting shall stand adjourned to the following day at the same time and place and if at the meeting so adjourned the prescribed quorum be not present within one hour from the time appointed for the meeting the existing dirce- tors shall continue to act and reta