New South Wales: Australian Pines and Products Afforestation Contracts Act 1966 (NSW)

AUSTRALIAN PINES AND PRODUCTS AFFORESTATION CONTRACTS ACT. Elizabeth An Act to make provision for facilitating the realization and development by Australian Pines and Products Limited of certain forestry lands and plantations and the produce thereof; and for purposes connected therewith. [Assented to, 24th November, 1966.] WHEREAS Australian Pines and Products Afforestation Contracts Act. 621 HEREAS Australian Pines and Products Limited incor- Elizabeth II porated in New South Wales and having its registered Preamble office at 247 George Street, Sydney (hereinafter referred to ° as "the Company") acquired certain lands at Port Stephens in the said State more particularly described as Woodlands No. 1 Plantation being the whole of the land in the Certificates of Title Vol. 5259 Fol. 142 Vol. 5484 Fol. 78 and Vol. 6659 Fol. 101 for the purpose of making and maintaining planta- tions of trees thereon intended to be used for commercial purposes AND WHEREAS the Company has from time to time entered into contracts for the sale of subdivisional allot- ments of the said lands to various persons in New South Wales and elsewhere whereby the Company agreed with the various purchasers to plant tend and cultivate trees on the land included in the agreement and in due course to harvest and realize the same for commercial purposes and divide the proceeds between the Company and the purchaser in the proportions stated in such agreement and to transfer to the purchaser the fee simple in the said land AND WHEREAS large areas of the said lands have from time to time been planted with trees and are still being improved and maintained pursuant to the said contracts AND WHEREAS in all cases the whole of the purchase money has been paid by the respective purchasers AND WHEREAS the Company holds for its own benefit certain areas of the said land AND WHEREAS it has become impracticable to carry out the said contracts according to the terms and conditions thereof and it is expedient that provision should be made for the modification thereof as hereinafter provided : — BE it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows :— 1. This Act may be cited as the "Australian Pines and short title. Products Afforestation Contracts Act, 1966". 2. 622 Australian Pines and Products Afforestation Contracts Act. Elizabethtn 2+ 'In this Act unless inconsistent with the context or — _ subject-matter— Interpre- tation. "Affores- ' "Afforestation contract" means any existing agreement tation for sale of land subject to this Act made by the contract. : . : Company with any person at any time prior to the commencement of this Act whereby the Company agreed to plant tend and cultivate trees on the land included in the agreement and in due course to harvest and realize the same for commercial pur- poses and divide the proceeds between the Company and the purchaser in the proportions stated in such agreement and to transfer to the purchaser the fee simple in the said land. "Company." "Company" means the Australian Pines and Products Limited. "Company's "Company's afforested acres" means so much of the land afforested subject to this Act as has been planted with trees tended and cultivated for its own benefit amounting . to two hundred and three acres. "Purchaser." "Purchaser" means a purchaser under an afforestation ' contract or any person claiming through or under "Purchase : him either at law or in equity, and "purchase money. money" means the purchase money payable by the purchaser under an afforestation contract. "Stock "Stock unit" means one six thousand and forty-seventh Unit." part of the total assets of the Company as is held in trust for the purchasers pursuant to section four piack., of this Act, and "Stockholder" means a registered holder of a stock unit. Commence- 3. This Act shall commence upon a day to be appointed ment. by the Governor and notified by proclamation published in the Government Gazette. 4, Australian Pines and Products Afforestation Contracts Act. 623 4. As on and from three months after the commencement Elizabeth II of this Act and notwithstanding any provision in an afforesta- ¥,, 477 o¢ tion contract or in the memorandum or articles of association real and of the Company or any other Act to the contrary the following Personal . real and personal property shall be held by a trustee appointed ce " by the Company and approved by the Minister or, where no trustee is so appointed and approved, appointed by the Supreme Court or a judge thereof in trust for all purchasers and for the Company as to the Company's afforested acres in manner hereinafter provided : — (a) All land in Certificates of Title Vol. 5259 Fol. 142 Vol. 5484 Fol. 78 and Vol. 6659 Fol. 101 acquired by the Company for afforestation purposes and whether included in any afforestation contract or not except— (i) any parcel of land at any time prior to the expiration of three months after the com- mencement of this Act transferred or conveyed in fee simple by the Company to any purchaser or by his direction and any parcel of land the subject of an application for subdivision for the purpose of transfer provided that such application be approved within three months after the commence- ment of this Act; (ii) any parcel of land not planted and Jand on which buildings or mills are now or here- after erected; (iii) any Jand used for access or subdivision roads; and (b) All trees timber and the produce and products of the trees and timber grown upon any land referred to in paragraph (a) of this section and not excepted under subparagraphs (i) (ii) and (iii) thereof. 5. Elizabeth II Issue of stock units, ©. Stock unit certificate. First Schedule. Register of stockholders. Stock units in name of deceased purchaser. Australian Pines and Products Afforestation Contracts Act. 5. (1) The Company shall issue— (a) to every purchaser one stock unit for each acre in respect of which the purchaser has entered into an afforestation contract with the Company and the same shall be accepted by the purchaser in full satisfaction and discharge of all his right title and interest under any such contract without prejudice to any right which the Company may have under the terms of any such contract to enter upon the land comprised therein for the purpose of perform- "1. ing its obligations to the purchaser as provided in no this Act; (b) to the Company itself one stock unit in respect of each of the Company's afforested acres. (2) The stock units shall be issued within six months from the date of commencement of this Act. 6. To every purchaser and to the Company the Company shall issue a stock unit certificate in the form set out in the First Schedule to this Act. Where the address of the pur- chaser is not known such certificates shall be issued to the trustee under this Act. 7. The Company shall from time to time cause the names and last known addresses of stockholders with the number of stock units to which they are respectively entitled to be entered in a register to be kept for the purpose at the registered office of the Company and called "Register of Stockholders" and such register shall be accessible at all reasonable times to any stockholders. The surnames or corporate names of the stockholders shall be entered therein in alphabetical order. 8. If any purchaser (not being a joint purchaser with any other) be dead at the date of the issue of stock units his name may be entered in the register for such stock units as it would have Australian Pines and Products Afforestation Contracts Act. 625 have been if he had been then alive and his executors or Elizabeth II administrators may upon application to the Company become ~—— registered as the stockholders in respect of such stock units as such executors or administrators. 9. A stock unit certificate shall be admitted in all courts Certificate as prima facie evidence of the title of such stockholder his to be executors administrators or assigns to the number of stock 'Yen units therein specified subject to the conditions appearing thereon. 10. A stock unit certificate registered in the names of two Two or more or more persons shall be delivered to the person first named stockholders. in the register. 11. The several stockholders may transfer one or more Right to of their stock units by a transfer in the form set forth in the transfer Second Schedule to this Act or as near thereto as circum- second stances will admit. Schedule. 12. The said transfer (when duly executed) shall, together Registration with the stock unit certificate relating to the stock units ° transfer. covered by the said transfer be delivered to the secretary of the Company to be kept by him and the secretary shall enter a memorial of the said transfer in a register to be called "Register of Transfers" and shall endorse such entry on the instrument of transfer. Where all the stock units to which a stock unit certificate relates— (a) are transferred by the said transfer the secretary shall on demand deliver a new stock unit certificate for such stock units to the transferee ; (b) Elizabeth It Australian Pines and Products Afforestation Contracts Act. (b) are not transferred by the said transfer the secretary shall deliver a new stock unit certificate for the eis stock units which are so transferred to the trans- feree and a new stock unit certificate for the stock units which are not so transferred to the stock- holder of such stock units. Until the said transfer has been so delivered to the secretary -'the person to whom stock units are thereby transferred shall Registered holder. Joint stockholders. Defaced or lost certificate. not be entitled to receive any distribution declared in respect of the stock units thereby transferred. 13. Save as in this Act otherwise provided the Company shall be entitled to treat the registered holder of any stock units as the absolute owner thereof and in case of the death of any one or more joint registered stockholders the Company will recognize only the survivor or survivors as the absolute owner or owners thereof and accordingly shall not except as ordered by a court of competent jurisdiction be bound to recognize any equitable or other claim to or interest in such ... stock units on the part of any other person. Unless otherwise inconsistent with this Act the provisions of the Companies Act, 1961, or any Act amending or replac- ing that Act, relating to the transmission of shares shall apply, mutatis mutandis, to and in respect of the transmission of stock units. 14, If any stock unit certificate be worn out or defaced then upon production thereof to the directors they may order the same to be cancelled and may issue a new stock unit certificate in lieu thereof; and if the directors are satisfied that any stock unit certificate has been lost or destroyed then on such indemnity as the directors deem adequate being given a new stock unit certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. 15. Australian Pines and Products Afforestation Contracts Act. 627 15. Any one of several persons who are registered as the Elizabeth II joint stockholders of any stock units may give effectual receipts, ~~ sg ey gs +. ,s Receipt b for any distribution and payments on account of distribution joint poy in respect of such stock units. stockholders. 16. Unless otherwise directed by the trustee any distribu- payment of tion may be paid by cheque or warrant sent through the post distribution. to the registered address of the stockholders or in the case of joint stockholders to the registered address of that one whose name stands first on the register in respect of the joint stockholders; and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent. 17. Notice of the declaration of any distribution shall be Notice of given to the stockholder and to the trustee in manner herein- distribution. after provided. 18. The trustee appointed under this Act shall have such Trustee. rights powers duties and remuneration as shall be set out in the deed of appointment approved under this Act. 19. Until harvesting first commences the Company at its Obligation of ompany to own expense shall— cultivate and maintain (a) tend cultivate and maintain under properly qualified Plantations. supervision all the lands held by the trustee under section four hereof; (b) take all such measures and precautions as shall be reasonably necessary or expedient for the protection and safety and cultivation of the said lands; (c) pay all municipal or shire rates and charges and any land tax payable with respect to such lands. 20. 628 Australian Pines and Products Afforestation Contracts Act. Elizabeth 20. (1) The Company shall in due course harvest the Obligation of WMber grown on such lands and market and realize the same gation of . : : Company to for the trustee at such time or times and in such manner as harvest, raill the Company in its discretion thinks proper and may provide timber. out of its own funds and credits all such mills buildings wharves boats railways plant and other assets now owned or hereafter acquired by the Company as may be deemed by it necessary for the efficient harvesting milling marketing and realization of the said timber or may arrange by contract or otherwise for any harvesting milling marketing and realization of the said timber. (2) The Company shall be entitled to retain for its own use in each financial year an amount equal to seven and one half per centum of the gross proceeds of the realiza- tion of the said timber and ten per centum on the total of the value at the close of such financial year of all such assets provided by the Company for the purposes of the said harvesting milling marketing and realization. The value of the said assets shall be taken at their cost to the Company including transportation and erection costs less any deprecia- tion and amortisation in relation thereto referable to any prior financial year whilst such assets are or have been the property of the Company. Accountsto 21. The Company shall cause true accounts to be kept of be kept. the sums of money expended by the Company in the harvest- ing milling marketing and realization of the timber and of all ' moneys received from such realization and the matters in 'respect of which such expenditure and receipt take place and of all sales of the said lands and the produce therefrom made by the Company. The books of account shall be kept at the registered office of the Company or at such other place or places as the directors of the Company think fit. Annual 22. Once at least in every year the Company shall cause Profit to be prepared a profit and loss account of the matters afore- account. said made up to a date not more than six months before the preparation Australian Pines and Products Afforestation Contracts Act. 629 preparation of the same from the date up to which the last Blizabeth II preceding account was made up and in the case of the first account from the date of the commencement of this Act. Such account shall disclose the amount available for distribution among the stockholders. Every such account shall be signed by two directors and countersigned by the secretary. The Company shall from time to time distribute to the stockholders or the trustee for the stockholders the net profits disclosed by the profit and loss account. 23. A printed copy of every profit and loss account shall Account to be sent to be— trustee : eqs .,_ and filed. (a) furnished to the trustee within seven days after its publication ; (b) filed in the office of the Registrar of Companies within twenty-one days after its publication; (c) available for inspection at the registered office of the Company during ordinary business hours by any stockholder or his nominee. 24. (1) The trustee may from time to time sell and Conversion convert into money the lands held by him in trust for stock- by the holders pursuant to this Act. of lands held for | ° (2) The net proceeds of any such land so sold shall into cash be divisible from time to time among all the stockholders in and istribution proportion to the number of stock units held by them respec- of proceeds. tively and the trustee shall pay to each stockholder his due proportion thereof. 25. Once at least in every year the accounts aforesaid shall Audit of be examined and the correctness of the profit and loss account #°°U"'s- aforesaid ascertained and certified by a duly qualified auditor to be appointed by the trustee. ' 26. Elizabeth II Service of notices. Determina- tion of questions relating to trust created by this Act by Supreme Court. Sec. 6. Seal of the Company. Australian Pines and Products Afforestation Contracts Act. 26. A notice may be served by the Company upon any registered stockholder either personally or by sending it through the post in a prepaid letter envelope or wrapper addressed to such stockholder at his registered place of address and with respect to any stock unit to which persons are jointly entitled notice to whichever of such persons is named first in the register shall be sufficient notice to all such persons. 27. The Company, the trustee or any stockholder may at any time and from time to time apply to the Supreme Court or a judge thereof for the determination of any question which may arise in relation to the trust created by this Act and the Supreme Court or a judge thereof may make all such orders and give all such directions as the Court or a judge thereof may deem necessary or expedient for the purpose of carrying out such trust or protecting the rights and interest of stockholders. The powers hereby conferred upon the Court or a judge thereof shall be in addition to and not in substitu- tion for any power vested in it or him under the Trustee Act, 1925, or otherwise. SCHEDULES. FIRST SCHEDULE. AUSTRALIAN PINES AND PRODUCTS LIMITED. No. This is to certify that A.B. of .........0eeeeee is the registered holder Of......... ccc cece e cece eee stock units (fully paid) of the abovenamed Company subject to the provisions of the Australian Pines and Products Afforestation Contracts Act, 1966. Australian Pines and Products Afforestation Contracts Act. 631 Tue CoMMON Sega of the Company was hereunto affixed in the pjzabeth II presence of— — Directors. see eeeee eee neeceeenevevcecesectecececesececeees Secretary. Nore.—No transfer of the stock units comprised in this certificate will be registered until this certificate is delivered up at the Company's office. SECOND SCHEDULE. AUSTRALIAN PINES AND PRODUCTS LIMITED. See Tce ceccececeeeeee sececeeeeeee OF cecceeeeeeee oeceeeccnes eee being the registered holder of ........... paneer eeeeees stock units numbered ......... cece eee ee eeeeeee .... Of the Australian Pines and Products Limited in consideration of..............++ dollars paid to me by ........cee cece scenes seeeee OF cecccceccseceeees hereinafter called "the transferee" do hereby transfer to the transferee the said stock units to hold unto the transferee his executors adminis- trators and assigns subject to the several conditions on which IJ held the same immediately before the execution hereof; and I the trans- feree do hereby agree to take the said stock units subject to the conditions aforesaid. As witness our hands the ......... day of .......... 19.... Witness ...........+.+e0e06+. Transferor ..... sees rere Witness ....... cee eee eeee eoee Tranmsferee .........00- seeeece