New South Wales: Clarence and Richmond Rivers Steam Navigation Company’s Act 24 Vic (NSW)

CLARENCE AND Ricumonp Rivers Stream NAVIGATION Company. Preamble, Company incor- porated. 24° VIC. | 1861. Clarencé and Richmond Rivers Steam Navigation Company. An Act to incorporate the Proprietors of a certain Company called 'The Clarence and " Richmond Rivers Steam Navigation Com- "pany" and for other purposes therein 'mentioned. [9th May, 1861.]_. ITEREAS a joint stock company called "The Clarence and Richmond Rivers Steam Navigation Company" has been lately established at Sydney in the Colony of New South Wales under the provisions contained in a certain indenture dated the first day of January one thousand eight hundred and sixty purporting to bea deed of settlement of the said company And whereas by the said deed of settlement the several parties thereto have respectively and. mutually covenanted to be and continue (until dissolved under the provisions in that behalf therein contained) ajoint stock eompany under the name of "The Clarence and Richmond Rivers Steam Navigation Company "' for the purpose of trading with steam and other vessels between Sydney and the Clarence and Richmond Rivers and such other places as the directors shall from time to time detcrmine on with full power for the directors for the time being of the company to hire build or purchase suitable premises for the carrying on the business of the company and to let sell exchange or otherwise dispose of such premises and from time to time to appoint and remove the necessary officers agents and solicitors and to fix the remuneration of such officers and agents And whereas it was by the said deed of settlement further agreed that the capital of the company should consist of fifty thousand pounds to be corttributed in five thousand shares of ten pounds cach and of such additional shares as a majority of the proprictors at a gencral meeting at which the proprietors actually present in person or by proxy should be actually possessed of not less than three-fourths of the paid up capital might determine to be raised by the ercation of and allotment or sale of new shares: And whereas by the said decd of settlement provision has been made for the payment of dividends and for the disposal and application of the profits and for the formation of a reserve fund for repairs and generally for the due management of the affairs of the said company And whereas the said company is desirous of being incorporated but subject to the provisions hereinafter con- tained 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. Such persons as have already become or at any time hereafter shall become proprictors of shares in the capital for the time being of the said company shall for the purpose aforesaid but subject never- theless to the provisions hereinafter contained be one body corporate by the name of "The Clarence and Richmond Rivers Steam Navi- gation Company" and by that name shall and may sue any person or body corporate whether members of the said corporation or not And may be sucd implead and be impleaded in all Courts whatsoever of Law and Equity And may prefer lay and prosecute any indictment information and prosecution against any person whomsoever for any crime or offence And in all indictments informations and prosecutions it shall be lawful to state the money goods bills notes sceuritics or other property of the said company to be the money goods bills notes securitics or other property of the said corporation and to designate the said company by its corporate name whenever for the purpose of any allegation 1861. 94" VIC, . 587 Clarence and Richmond Rivers 'Steam Navigation Company. : allegation of an intent to defraud or otherwise such designation shall be necessary And the said corporation shall have perpetual succession with a common seal which may be changed from time to time at the pleasure of the said corporation. 2. The several provisions and regulations contained in the said Provisions of deed decd of settlement or to be made in pursuance thercof are and shall by Ws he the by-laws for the time being of the said corporation except in so far as any of them are or shall or may be altered or repealed by or are or shall or may be inconsistent with or repugnant to any of the pro- visions of this Act or of any of the laws or statutes now or hereafter to be in foree in the said Colony subject nevertheless to be andthe %, same may he amended altered or repealed either wholly or in part in the manner provided by the said deed of settlement: But no rule or: by-law shall be made by the said corporation cither under the said decd of settlement or by this Act in opposition to the general scope ov true intent and meaning of the said deed of settlement or of this Act or of any of the laws or statutes in foree for the time being in the said Colony. 3. It shall be lawful for the said corporation from time to time tnerease of capital. to increase their capital for the time being by the creation allotment. and disposal of new shares in the manner specified and subject to the provisions contained in the hereinbefore in part recited deed of scttle- ment but so nevertheless that the total amount of all the new shares 'to be so from time to time created shall not together with the original capital exe ed one hundred and fifty thousand pounds. The capital for the time being and all the funds and property Capital and shares of the wid corporation and the several shares therein and the profits ' be Psenal estate. to be derived therefrom shall be and he deemed personal estate and shall be transmissible accordingly subject to the regulations of the said dood of settlement. The corporation shall not be hound by any trusts ov equitable Corporation not to interests aflecting any share or shares in the capital but the person in auitable by trusts on whose name such share shall stand in the books of the corporation shall be taken to be the absolute owner thereof to all intents and pur- poses Provided always that nothing herein contained shall be deemed or taken to interfere with or abridge the power of a Court of Equity to restrain the payment of any such dividend or other money payable thereafter by the corporation in respect of any shares or the transfer thereafter of any such shares or to direct. the payment of such dividends or other money by the corporation or the transfer of such shares by the person in whose name they may stand to such other person as such Court may think fit. G6. [t shall be lawful for the said corporation notwithstanding Power to take and any law to the contrary to purchase in fee simple or for any less estate Bold lands &e, or take upon Icase any suitable premises for the transaction of the business of the company or to purchase land and erect thercon such buildings as may be necessary for such business and to Ict sell or exchange or otherwise dispose of any land houses and premises and to cause the same to be assured accordingly. 7. No dividend or bonus shall in any case be declared or paid No dividend or bonus out of the subscribed capital for the time heing of the said corporation from softs. or otherwise than out of the net profits of the business. 8. In any action or suit to be brought by the said corporation Provisions as to against any pr oprietor of any share in the capital of the said corporation catlsandinstalments, to recover any sum of money payable to the said corporation for or on account of any instalment or call made by virtue of this Act or of the said decd of settlement it shall be sufficient for the said corporation to allege that the defendant being a proprictor of such share in the capital of the said corporation is indebted to the said corporation in such Ratification of acts done by company. Limitation of liabilities. When corporate seal not required to be used. Act to be deemed a public Act. Short title. 24° VIC. " 1861. Mackenzie's Trustees. such sum of money as the instalment or call in arrear shall amount to for such instalment or call of such sum of money upon such share or 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 how or in what manner such instalment or call became payable or any other matter except that the defendant was a proprictor of one or more share or shares in the capital of the said corporation and that such instal- ment or call was in fact duc and that the time fixed for the payment thereof was given as is directed by the said deed of settlement and the said corporation shall thereupon be entitled to recover what shall appear due. 9. Nothing herein contained shall prejudice any instalment duc contract or other act deed matter or thing entered into made or done by the said company under or by virtue of the said deed of settlement before this Act shall come into operation but such instalment 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 such instalment became due or such contract act deed matter or thing had been made entered into or done. 10. In the event of the assets of the said corporation being at. any time insufficient to meet its engagements then and in that case 2 the shareholders respectively shall be "responsible to the amount of their subscribed shares only in addition to such subscribed shares. 11. It shall not be necessary to use the corporate scal in respect. of any of the ordinary business of the company or for the appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding or otherwise And any person duly authorized and empowered under the corporate scal may without such seal execute any dced and do all such other acts matters and things as may be required to be executed and done on behalf of the said corporation and in conformity with the provisions of the deed of settlement and of this Act. 12. This Act shall be deemed to be a public Act and shall be judicially taken notice of as such by the J udees of the Supreme Court. and all other Judges and Justices of the Peace within the Colony of New South Wales without being specially pleaded and the same when- ever cited shall be sufficiently described as the " Clarence and Richmond Rivers Stcam Navigation Company's Act."