New South Wales: Bathurst Copper Mining Company Act 1853 17 Vic (NSW)

An Act to incorporate 'The Bathurst Copper pBenuens cov oe 7 " + INING COMPANY. Mining Company" and for other purposes therein named. [26th Septeniber, 1853.] AY UEREAS a certain joint stock company called "The Bathurst preamble. Copper Mining Company" has been established in the Colony of New South Wales under and subject to the rules regulations and provisions contained in a certain decd of settlement bearing date the tenth day of May one thousand cight hundred and fifty and purporting to be a deed of settlement of the said company And whereas by the said deed of settlement the several parties thercto have respectively and mutually covenanted and agreed that they and such other persons as should become proprictors in the said company as therein provided should become a company under the name of "'The Bathurst Copper Mining Company" for the purpose of opening and carrying on the mines and mining operations of Summerhill and to obtain copper and other ores and to dispose of the same and to smelt and refine all or any of the said ores on the land opened or elsewhere and to sell and dispose of the same according to the custom of mining and it was by the said deed of settlement agreed that the capital of the said company should Company incor- porated. Deed of settlement confirmed. 17° VIC. 1853. Bathurst Copper Mining Company. - should be ten thousand pounds of lawful money of Great Britain to be contributed in two thousand shares of five pounds each and of such further sum or sums as should thereafter be raised by the creation and sale of new shares under the powers thereinafter contained for that purpose and it was further by the said deed of scttlement agreed that if at any time or times after all the shares aforesaid should have been taken it should he thought advisable to increase the capital of the said company it should be lawful for a general meeting specially called for that purpose to enter into a resolution to increase the capital of the said company to any amount to be specified in such resolution by the creation of new shares of five pounds cach and to determine the time and manner of paying for the same And whereas at a special general mecting called for that purpose the capital of the said company was increased to the sum of thirty thousand pounds by the ercation of four thousand new shares of the value of five pounds each And whereas by the deed of settlement provision has been made for the due management of the affairs of the said company by certain directors then "already appointed and by other directors to be from time to time clected and appointed as their successors by the shareholders of the said company And whereas the said company is desirous of being incorporated and it is expedient' that the said company should be incorporated accordingly subject to the provision hereinafter contained Be it therefore cnacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof as follows— 1. Such and so many persons as have already become or at any time or times hereafter shall or may in the manner provided by and subject to the rules regulations and provisions contained in the said deed of settlement become proprictors of shares of or in the capital for the time being of the said company shall (subject nevertheless to the conditions regulations and provisions hereinafter contained) be one body politic and cor porate in name and in deed by the name of " The Bathurst Copper Mining Company " and by that name shall and may sue and be sued by any persons whether members of the said corpora- tion or not and shall and may implead and be impleaded in all Courts whatsoever at law or in equity and may prefer lay and prosecute any indictment information and prosecution against any person whom- socver for any stealing embezzlement fraud forgery or other crime or offence and in all indictments informations and prosecutions it shall be lawful to state the money and goods effects bills notes securities or other property of the said company to be the money goods effects bills notes securities or other property of the said corporation and to designate the said company by its corporate name whenever for the purpose of an allegation of an intent to defraud or otherwise how- soever such designation shall be necessary and the said corporation shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the said corporation. 2. The several laws rules regulations clauses and agreements contained in the said deed of settlement or made or to be made under or by virtue or in pursuance thereof shall be deemed and considered to be and shall be the by-laws for the time being of the said corporation save and except in so far as any of them are or shall or may be altered varied or repealed by or are or shall or may be inconsistent or incom- patible with or repugnant to any of the provisions of this Act or of any of the laws or statutes now in force in the said Colony but no rule or by-law shall on any account or pretence whatsoever be made by the said corporation either under or by virtue of the said deed of settle- ment or of this Act in opposition to the gencral scope or truc intent and 1853. 17° VIC. 277 Bathurst Copper Minin, 9 Company. and meaning of this Act or of any of the laws or statutes in force for the time being in the said Colony Provided that a true copy of the said deed of settlement and of any by-laws to he made by virtue or in pursuance thereof shall be enrolled in the Supreme Court of the said Colony before the same shall be of any validity whatever as the by-laws of the said corporation. 3. The capital or joint stock for the time being and all thc Capital and shares to funds and property of the said corporation and the several shares Py therein and the profits and advantages to be derived therefrom shall he and be deemed personal estate and be transmissible accordingly subject to the regulations of the said deed of settlement. 4. The corporation shall not be bound to sce to the exccution Company vot Pound of any trust whether express implied or constructive to which any Of trusts ee the said shares may be subject and the reecipt of the party in whose name any such share shall stand in the hooks of the corporation or if it, stands in the names of more partics than one the receipt of one of the parties named in the register of sharcholders shall from time to time bea sufficient discharge to the corporation for any dividend or other sum of money payable in respect of such share notwithstanding any trusts to which such share may then be subject and whether or not the corporation have had notice of such trusts and the corporation shall not be bound to sec to the application of the money paid upon such ree cipt. 5. All leases lands hereditaments mortgages agreements bonds Power to take and and otiver securities for money whether assignable in Jaw or not, held nds. which have heretofore been taken. or shall or may at any time hereafter be taken in the name of the directors of the said company or corporation or by or in the name of any person or persons hy or in the name or on behalf of or for or on account of the said company or corporation shall he and the same are and shall be vested in the said corporation and may be put in suit and enforced sucd for and prosecuted upon at law and in equity in the name of the said corporation it shall be lawful for the said corporation notwithstanding any statute or law to the con- trary to purchase take hold and enjoy to them and their successors for any estate term of years or interest and under license any houses offices buildings lands mines and other hereditaments necessary or proper for the purpose of managing and conducting and carrying on the affairs concerns and business of the said corporation and to sell convey assign assure lease and otherwise dispose of or act in respect of such houses offices buildings Jands mines and other hereditaments as occasion nay require. 6. Tt shall and may be lawful to and for all persons who arc or Conveyanec to the shall be otherwise competent so todo to demise grant sell alien convey corporation. assure and dispose of unto and to the use of the said corporation and their successors for the purposes aforesaid any houses offices lands mines hereditaments and other real or personal estate whatsoever as aforesaid accordingly. 7. No dividend or cash bonus shall in any case be declared or Dividends to be out of net profits only, paid out of the subseribed capital for the time being of the said corporation or otherwise than out of the net gains and profits of the business. 8. In any action or suit to be brought by the said corporation Actions or suits for against any proprictor of any shares in the capital of the said corpo- °"s ration to recover any sum of moncy due and payable to the said corporation for or by reason of any call made by virtuc of this Act or of the said deed of settlement or of any regulations or xesolutions made or passed in pursuance of the said 'deed it shall be sufficient for the corporation to declare and allege that the defendant being a pro- prictor of such or so many shares in the capital of the said corporation is 278 17° VIC. 1853. Bathurst Copper Mining Company. is indebted to the said corporation in such sum of money (as the call in arrears shall amount to) for such call of such sum of money upon such or so many shares belonging to the said defendant whereby an action hath accrued to the said corporation without setting forth any special matter and on the trial of such action or suit it shall not be necessary to prove the appointment of the directors who made such call or any other matters except that the defendant at the time of making such call was a holder or proprietor of one or more share or shares in the capital of the said corporation and that such call was in fact made and that such notice thereof and of the time fixed for the payment thereof was given as is directed by the said decd of settlement or of any regulations or resolutions made and passed in pursuance of the said deed and the said corporation shall thereupon be entitled to recover what shall appear due in respect of the said call or calls and interest thereon. Contracts &. under . 9. Nothing herein contained shall prejudice or be deemed to the deed of sette- prejudice any call made or any contract or other act deed matter or thing entered into made or done by the said company prior to or under or by virtue of the said deed of settlement before this Act shall come into operation but the same call 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 may be enforced in like manner as if the said company had been incorporated before the same call contract act deed matter or thing had been made entered into or done. Register of share- 10. The corporation shall keep a book to be called "The Register holders tobe kept of Shareholders" and in such book shall be fairly and distinctly entered from time to time the names of the several corporations and the names and additions of the several persons entitled to shares in the company together with the number of shares to which such share- holders shall be respectively entitled distinguishing each share by its number and the amount of the subscriptions paid on such shares and and authenticated. the surnames or corporate names of the said shareholders shall be yearly by company's placed in alphabetical order and such book shall be authenticated by common seal. the common seal of the company being affixed thereto and such authentication shall take place at the first yearly general meeting of the said corporation which shall take place after the passing of this Act or at the next subsequent mecting of the corporation and so from time to time at each yearly general meeting of the company. Shareholders' 11. In addition to the said register of shareholders the company beeen to shall provide a book to be called "The Shareholders' Address Book" in which the Secretary shall from time to time enter in alphabetical order the corporate names and places of business of the several share- holders of the company being corporations and the surnames of the several other shareholders with their respective christian names places of abode and descriptions so far as the same shall be known to the company and every shareholder or if such shareholder be a corporation the clerk or agent of such corporation or any person or persons having a judgment at law or a decree in equity against the said corporation may at all convenient times peruse such book gratis and may require a copy thereof or of any part thereof and for every one hundred words so required to be copied the company may demand a sum not exceed- ing one shilling. As to proof of being 12. The production of the register of shareholders shall be prima a shareholder. facie evidence of such defendant being a shareholder and of the number and amount of his shares. Execution against 13. If any execution either at law or in equity shall have been shareholders. issued against the property or effects of the said corporation and if there cannot be found sufficient corporate property whereon to levy such execution then such execution may be issued against any of the shareholders 1853. 17 VIC. Kiama Steam Navigation Company. sharcholders for the time being of the said corporation to the extent of their shares respectively in the capital of the corporation not then paid up Provided always that no such exccution shall issue against any such shareholder execpt upon the order of the Court in which the action suit or other proceeding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issuc accor dingly and for the purpose of ascer- taining the names of the sharcholders and the amount of capital remaining to be paid up on their respective shares it shall be lawful to any person entitled to such execution at all reasonable times to inspect without fee the register of sharcholders required by this Act to be kept in the office of the said corporation and so much of the share account of such shareholders as shall be sufficient to show the amount of their respective shares so remaining to be paid up Provided further that in the event of the assets of the « corporation being insufficient to mect its engagements the sharcholders shall in addition to the amount already paid and to be paid upon their shares in the capital of the said corporation be responsible to the extent only of a sum equal to the amount of their said shares. 14. If by means of any such execution any sharcholder shall have paid any sum of money beyond the amount then duc from him in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the corporation. 15. The directors for the time being shall have the custody of the common seal of the said corporation and the form thereof and all other matters relating thereto shall from time to time be determined by the directors in the samc manner as is provided in and by the said decd of settlement for the determination of other matters by the board of directors and the directors present at, a board of directors of the said corporation shall have power to use such common seal for the affairs and concerns of the said corporation and under such seal to authorize and empower any person with or without such seal to exccute any deeds and do all or any such other matters and things as may be required to be excented and done on behalf of the said corporation in conformity with the provisions of the said deed of settlement and of this Act but it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the com- pany or for the appointment of an attorney or solicitor for the prose- cution or defence of any action suit or proceeding. Liability of share- holders. Reimbursement of sharcholders, Custody and use of corporate seal.