New South Wales: Deniliquin and Moama Railway Act of 1873 37 Vic (NSW)

An Act to incorporate a Company under the Deeg 2» Moama Rarway. name of the " Deniliquin and Moama = — Railway Company" for the purpose of making constructing and maintaining a Railway between Deniliquin and Moama and for other purposes. [8rd March, 1874. ] 7 TEREAS the making and maintaining of a railway from the Preamble. township of Deniliquin to the township of Moama on the northern bank of the River Murray with proper stations bridges approaches and works connected therewith would be of great public and local advantage And whereas the persons hereinafter named together with others are desirous of carrying the said undertaking into execution and it is deemed advisable to give encouragement to such persons by granting to them (upon the completion of such railway) portion of "the waste lands of the Crown and by passing an Act Incorporating them under the title of the Deniliquin and Moama Railway Company Be it therefore enacted by the Queen's Most Execllent Interpretation clause. Short title. Incorporation of Company by the name of the " Deni- liquin and Moama Railway Company." Capital to be £125,000 div: raed into 25,000 shares of £5 each. Power to borrow. o¢ VIC. Deniliquin and Moama Raihoay LY 1874. Excellent Majesty by and with the advice and consent of the Legis- lative Council and Legislative Assembly of New South W; ales in Parliament assembled and by the authority of the same as follows :— 1. The following wo ords in inverted commas in this Act and in the enactments herewith incorporated shall have the several meanings and include the several persons and matters hereby assigned to them unless the context is repugnant to such construction (that is to say) :— "The Company "'—The Company incorporated by this Act. * Directors '—" Secretary "—The directors and secretary of the Company respectively. * Goods "—Things of every kind conveyed upon the railway ** Justice "»—A Justice of the Peace for New South Wales not inter- ested in the matter in relation to which the said word is used. "Two Justices""—Two such Justices of the Peace as aforesaid assembled and acting together in Petty Sessions. " Lands '—Messuages lands tencments and hercditaments of any tenure. 'Lease '—As well a lease as an agreement for a lease. « Owner '—Any person or corporation enabled under the pro- visions of this Act to sell and convey lands to the Company. " Sharcholder '—Shareholder or member of the Company and in referring to any such sharcholder cxpressions properly applicable to a person shall be held to apply to a corporation and words applicable to a male shall apply to a female. "The Railway "'—The railway and works by this Act authorized to be constructed. «The undertaking "'—The making and maintaining of the line of railway and the stations bridges approaches and works con- nected therewith and all other works by this Act authorized to he constructed. "Toll"-—Any rate or charge or other payment payable under this Act for any passenger animal carriage goods merchandize or thing conveyed on the railway. 2. This Act may be cited as the "Deniliquin and Moama Railway Act of 1873." 3. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones and all persons and corporations who have already subseribed or shall hereafter subscribe to the undertaking and their several and respective executors administrators successors and assigns are hereby united into a Company for the purpose of making and maintaining a railway from the township of Deniliquin to the township of Moama on the River Murray in New South Wales with proper stations bridges approaches and works connected therewith in accordance with the provisions of this Act And for such purpose the said rated by the name of the " Deniliquin anc Company is hereby ine orpo- Moama Railway Company" and by that name shall be a body corporate with perpetual succession and a common scal and by the said name and hold lands for the purpose of the unc shall have power to purchase ertaking 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. 4. The capital of the Company sha five pounds each. 1 be one hundred and twenty- thousand pounds divided into twenty-five thousand shares of five 5. It shall be lawful for the Company to borrow on mortgage or bond such sums of money as shall from time to time by an order at a general mecting of the Company be authorized to be borrowed not exceeding 1874. 37° VIC. Deniliquin and Moama Railway. exceeding at any time one-half of the amount of the capital of the Company then actually paid up nor exceeding in the whole the sum of sixty-two thousand five hundred pounds but no part of such money shall be borrowed until twenty thousand pounds of the said capital shall have been paid up and for securing the repayment of the money so to be borrowed with the interest thereon it shall he lawful for the Company to mortgage the undertaking and the future calls on the shareholders or to give bonds in manner hereinafter mentioncd And all and every part: of the moncy so to be borrowed on mortgage or bond shall be applied in carrying into exccution the object and purposes of this Act. 6. Any money hereby authorized to be borrowed may be so Debentures may be borrowed in such stm or suns as the directors of the Company may think fit and for securing the repayment of the moneys so borrowed together with interest thereon it shall be lawful for the Company to issue debentures charged and sceured upon the undertaking and tolls and such debentures shall be payable to the bearers thereof and shall entitle them to the rights and remedies hereinafter conferred on mortgagees And the interest of such debentures shall be paid in preference to any dividends payable to the shareholders of the Company And all debentures issued under the provisions of this Act shall be on an cqual footing without priority one over the other. issued. 7. Such debentures may be in the form or to the effect set forth Form of debentures. in Schedule A hercto and shall be sealed with the common seal of the Schedule A. . Company and be numbered arithmetically beginning with number one and so proceeding in an ascending arithmetical progression. wherein the common difference shall be one And such debentures shall pass by delivery only and without any assignment or endorsement And the bearer of every such debenture shall have the same rights and remedies as if he were expressly named therein. 8. The principal and interest secured by de Dentures isstied Principaland interes under this Aet may be made payable in the City of Sy dney in the Colony of New South Wales or in the City of Melboume in the Colony of Victoria at the option of the hearcr signified in writing signed by him and addressed to the directors bearing a memorandum to that effect endorsed thereon by the secretary or other officer appointed by the directors for that purpose And the bearer of any such debenture may from time to time alter the place of payment trom the said City of Sydney to the said City of Melbourne or vice versdé by giving at the office of the Company where the debenture shall for the time being be payable six calendar months previous notice in writing terminating on some half-yearly day of payment of interest of his w ish to make such alteration and obtaining a memorandum of such alteration endorsed by such secretary or other officer on the dchenture And it: shall be lawful for the directors to provide for the payment in manner aforesaid of any principal money or interest secured by any debentures issued under this Act. c payable where. 9. It shall he lawful for the Company if they shall have paid Power to re-borrow. off any money borrowed under the authority of this Act to borrow again the amount so paid off and so on from time to time but such power of re-borrowing shall not be exercised without the authority of a general mecting of the Company specially convened for that purpose. 10. A certificate under the hands of any two of the directors Evidence of authority and the secretary endorsed on any debenture issued by the Company of the sum thereby secured being part of the total amount which the Company at the date of such certificate may legally borrow shall be suflicient cvidence of the authority to borrow and to issue such debenture. 11, to borrow by a debenture. 42 av VIC. 1874. Deniliquin and Moama Railway. Declaration in 11. If the Company shall exercise the power of borrowing f bontowing porer, conferred by this Act they shall once during the months of January and July in cach year publish in the Government Gazette a statutory decla- ration to be made by two of the directors and the secretary stating the * amount of the subscribed capital of the Company the amount paid up thereon and the amount which the Company is at the date of the said declaration legally entitled to borrow on debentures and that the total amount then raised by the Company on debentures does not excced the amount which the Company can then legally borrow. Evidenceofauthority = 4.2. The certificate of a Justice that a specified amount of the mortgage ortond, capital has been paid up and a copy of the order of the general mecting of the Company authorizing the borrowing of money on mortgage or bond certified by the chairman for the time being of "the directors and by the secretary to be a true copy shall be sufficient evidence of the fact of such specified amount of the capital having been paid up and of the order for borrowing having been made And upon production to any Justice of the books of the Company and of such other evidence as he shall think sufficient such Justice shall grant the said certificate. Appointment of 18. It shall be lawful for the mortgagecs of the Company to receiver enforce the payment of arrears of interest or the arrears of principal and interest due on their mortgage by the appointment of a receiver as hereinafter provided Provided that the mortgage debt or debts in _ arrear shall not be less than the sum of one thousand pounds. Power to ineroase 14. It shall be lawful for the directors of the Company for the " time being with the consent of the majority of the shareholders present at a general meeting duly held for that purpose at which shall be present and vote the holders of not less than one thousand shares and sixty or more shareholders to increase the capital of the Company to any amount not exceeding two hundred and fifty thousand pounds in the aggregate for the purpose of completing and maintaining the railway and other works hereby authorized And to raise such increased capital by creating an additional number of shares of five pounds cach and to cause such shares to be sold or allotted to such persons as the directors shall approve of and on such terms and at such prices as they can obtain for the same And such shares when sold shall be subject to the provisions of this Act and shall be personal estate and transmissible as such and shall entitle the holders to the same benefits rights and privileges in respect thereof as if the same had been subscribed for in the formation of the original capital. Pro-omplion to 15. 'The said new shares shall yest in and belong to the 8 'shareholders who shall accept the same and pay the value thereof to the said Company at the times and by the instalments fixed by the directors 'And if any sharcholdcr fail for one calendar month' after the offer of any new share to him to accept the same and pay the said instalments in respect thereof it shall be lawful for the directors to dispose of such shares in such manner as they shall deem most beneficial to the interests of the Company. Tf shares not at 16. If at the time of any augmentation of the said capital — taking place the existing shares of the Company shall not be at a premium then such new shares may be issued in such manner and on such terms as the directors may think fit. Staros to bo personal 17. All shares in the Company shall be personal estate and eee transmissible as such and shall not be of the nature of real estate. Shoreholders. 18. Every person who shall have subscribed under this Act 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 sharcholder of the Company and shall be entitled to participate in the profits of the Company in proportion to the amount of capital which he shall have paid up. 19. 1874. 37° VIC. Deniliquin and Moama Railway. 19. The directors shall cause a book to be kept to be called the Register of share- * Register of Shareholders "' and in such book there Bia 1 be fairly and 2o!4er- distinctly entered from time to time the names of the several corporations and the names occupations and addresses persons entitled to shares in the Company together wit of shares to which they shall be respectively entitled cach share by its number and the amount of the subscri such shares and shareholders shall be placed in alphabetical order. 20. On demand of any sharcholder the directors 0 shall cause a certific delivered to such sharcholder of the several h the number distinguishing ptions paid on he surnames or corporate names of the said ithe Company Certificates of shares. ate of the proprictorship of such shares to be And such certificate shall have the common seal of the Company affixed thereto and shall specify the shares to which such shareholder is entitled and the same may be according to the form in Schedule B hereto or to the like effect for such certificate t' two shillings and sixpence. And Schedule B. 1e Company may demand any sum not exceeding 21. 'The said certificate shall be admitted in all Courts as primed Certificato to be uis executors adminis csnerified Int the wan der from disposing o iercof. Jacie evidence of the title of such shareholder tratare eTerPacenre nF accione ta tha chara therain of such certificate shall not prevent any sharcho his share or from receiving his share of profits in respect t. 22. If any such certificate be worn out or damaged the same being produecd at some mecting of the "dir directors may order the same to be cancelled and thereu similar certificate shall be given to the party in whom the such certificate and of the share therein mentioned sha time vested or if such certificate be lost or destroyed then thereof to the satisfaction of the directors a simi given to the pa cither case a duc entry of the substituted certificate shall the scerctary in the register of sharcholders and for ever y such certificate so not excceding 23. Su sell or transfer all or any of his shares and every such transfer sha be by deed in which the consideration shall be truly stated and sue yon anothe Tbe at th two shillings and sixpence. deed may be according to the form in the Schedule C hereto or to the like effect. 24. The said decd of transfer (when duly executed) shall b eiven or exchanged the Company may demand any sum evidence. t f then upon Certificate to be ectors such renewed when destroyed. rT property of e upon proof ar certificate shall be arty entitled to the certificate so lost or destroyed and in «© made by ject to the ] provisions of this Act any shareholder may Transfer of shares. Transfer of shares to ll be by deed. n @ Transfer of shares to delivered to the secretary and be kept by him and the sceretary sha l be registered &c. enter a memorial thereof in a book to be called the " Register of Transfers "' and shall endorse 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 endorsement and certificate the Company may demand any sum not exceeding two shillings and six- pence and on the request of the purchaser of any share an endorse- ment of such transfer shall be made on the certificate of such shar instead of a new certificate being granted and such endorsement being eC fed signed by the secretary shall be considered in ev ery respect the same as a new certificate and until such transfer has been so delivered to the sceretary as aforesaid the vendor of the share shall continue liable to the Company for any calls that may be made upon such share and the purchaser of the share shall not be entitled to receive any share of th profits of the undertaking or to vote in respect of such share. e 25. No sharcholder shall be entitled to transfer any share after Transfer not to be any call shall have been made in respect thereof until he shall have paid such call nor until he shall have paid all calls for the time being duc on every share held by him. 26. made until calls paid. o 44: Closing of transfer books. Transmissionofshares by other means than + transfer to be authen- ticated by a declara- tion. Proof of transmission by marriage will &. Company not bound to regard trusts, Payment of calls sub- scriptions to be paid when called for. Power to make calls, ao" VIC. 1874. Deniliquin and Moama Railway. 26. It shall be lawful for the directors to close the register of transfers for a period not exceeding fourteen days previous to cach ordinary mecting and they may fix a day for the closing of the samc of which seven days notice shall be given by advertisement in some newspaper published in Sydney as well as in one published or circu- lating in the district wherein the railway is situate 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 subsequently to such ordinary meeting. 27. If the interest in any share shall 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 according to the provi- sions of this Act such transmission shall be authenticated } by adeclara- tion in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration shall state 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 before a Justice or before a Commissioner of the Supreme Court for taking affidavits and such declaration shall be left with the sccrctary and thereupon he shall enter the name of the person entitled under such transmission in the register of shareholders and for every such entry the Company may demand any sum not exceeding five shillings and until such transmission has been so authenticated no person claim- ing 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. 28. If such transmission be by virtue of the marriage of a female shareholder the said declaration shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife of the holder of such share and if such transmission have taken place by virtue of any testament- ary instrument or by intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration be produced to the secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. 29. The Company shall not be bound to see to the execution of any trust whether express implied or constructive to which any of the said shares may be subject and the receipt of the party in whose name any such share shall stand in the books of the Company or if it stands in the names of more parties than one the receipt of one of the parties mentioned in the register of sharcholders shall from time to time be a sufficient discharge to the Company 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 Company have had notice of such trusts and the Company shall not be bound to see to the application of the money paid upon such receipt. 30. The several persons who have subscribed any moncy towards the undertaking or their legal personal represcntatives respectively shall pay the sums respectively so subscribed or such portions thereof as shall from time to time be called for by the Company at such times and places as shall be appointed by the Company and with respect to the provisions of this Act for enforcing the payment of calls the word '"sharcholder" shall extend to and include the legal personal repre- sentatives of such shareholder. 81. It shall be lawful for the directors from time to time to make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them as they shall 1874. 30° VIC. 4 AS Deniliquin and Mouma Railway. shall think fit provided that twenty-one days notice at the least he given of cach call and that no call exceed the sum of ten shillings in respect of any one share and that the aggregate amount of calls made in any one year do not exceed the sum of three pounds and every shareholder shall be 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. 32. If before or on the day appointed for payment any share- Interest to be paid on holder do not pay the amount of any call to which he is Hable then els wnpaid. such shareholder 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. 33. lt shall be lawful for the directors if they think fit to Power to allow . o . 10 interest on payment receive from any of the shareholders willing to advance the same all or of subscriptions any part of the moneys due upon their respective shares beyond the before call. suis actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made the directors may pay interest at such rate not exceeding the rate aforesaid as the shareholder paying such sum in advance and the directors shall agree upon. 34. If at the time appointed by the directors for the payment of Enforcement of calls any call any sharcholder fail to pay the amount of such call it shall be *¥ ste lawful for the Company to sue such shareholder for the amount thereof in any Court of lay or equity having competent jurisdiction and to recover the same with lawful interest from the day on which such call was payable. 35. In any action or suit to be brought by the Company against Declaration in action any sharcholder to recover any money due for any call it shall not be & el necessary to set forth the special matter but it shall be sufficient for the Company to declare that the defendant is the holder of one share or more in the Company (stating the number of shares) and is indebted to the Company in the sum of money to which the calls in arrear shall amount 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 acerued to the Company by virtue of this Act. 36. On the trial or hearing of such action or suit it shall be Matter to be proved sufficient to prove that the defendant at the time of making such cal] ™ #etien cals was the holder of one shave 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 e the appointment of the directors who made such call nor any other matter whatsoever and thereupon the Company shall he entitled to recover what shall be due upon such call with interest thereon unless it shall appear cither that any such call exceeds the prescribed amount or that due notice of such call was not given or that the prescribed interval between two successive calls had not clapsed or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period. 37. The production of the register of sharcholders containing Proof of proprietor- the name of the said defendant asa sharcholder shall be prima facie *?- evidence of his being a sharcholder. 38. If any shareholder fail to pay any call payable by him Xen-payment of calls: together with the interest if any that shall have accrued thereon the for non-payment. directors at any time after the expiration of two months from the day appointed for payment of such call may declare the share in respect of which such call was payable forfeited and that whether the Company have sued for the amount of such call or not. 39. Notice of forfeiture to be given before declaration thereof. Forfeiture to be con- firmed by a general meeting. Sale of forfeited shares. Evidence as to for- feiture of shares. No more shares to be sold than sufficient for payment of calls. On payment of calls before sale forfeited share to revert. 37° VIC. 1874. Deniliquin and Moama Railway. 39. Before declaring any share forfeited the directors shall cause notice of such intention 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 shareholders to be the proprietor of such share and if the holder of any such share be absent from the Colony or if his usual or last place of abode be not known to the directors by reason of its being imperfectly described in the shareholders' address book 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 partics to whom the same may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public notice of such intention in the Government Gazette and also in some newspaper published in Sydney as well as in one pub- lished or circulating in the district wherein the railway is situated and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. 40. The said declaration of forfeiture shall not take effect so as to authorize the sale or other disposition of any share until such declaration have been confirmed at some general meeting of the Company to be held after the expiration of two months at the least from the day on which such notice of intention to make such declara- tion of forfeiture shall have been given and it shall be lawful for the Company to confirm such forfeiture at any such meeting and by an order at such meeting or at any subsequent gencral meeting to direct the share so forfeited to be sold or otherwise 'disposed of. 41. After such confirmation as aforesaid it shall be lawful for the directors to sell the forfeited shares either by public auction or private contract and if there be more than one such forfeited share then cither separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold. 42. A statutory declaration in w riting by some credible person not interested in the matter made before any Justice 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 and confirmed in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the secretary of the Company for the price of such share shall constitute a good title to such share and a certificate of pro- prietorship 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 see to the application of the purchase money nor shall his title to such share be ailected by any irregularity in the proceedings in reference to such sale. 43. The Company shall not sell or transfer more of the shares of any such defaulter than will be sufficient as nearly as can be ascer- tained at the time of such sale to pay the arrears then due from such defaulter on account of any calls together with interest and the ex- penses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thercon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thereof the surplus shall on demand be paid to the defaulter. 44, If payment of such arrears of calls and interest and expenses be made before any share so forfeited and vested in the Company shall have been sold such share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such calls had been duly paid. 45, 1874. - 37° VIC. Al Deniliquin and Moama Railway. 45. If any exccution either at law or in cquity shall have been Remedies against issued against the property or effects of the Company and if there Execution against cannot he found sufficient whereon to levy such execution then such shareholders to the exccution may be issued against any of the shareholders to the extent in capital not paid up. of their shares respectively in the capital of the Company not then paid up And no sharcholder or his real or personal estate shall be liable for any debt or demand whatever due or to become due from or by the Company or in anywise relating to the said undertaking for any of the matters or things authorized by this Act to be made done or completed beyond the extent of his shares in the capital of the Company not then paid up Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or insti- tuted 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 issue accordingly and for the purpose of asccr- taining the names of the sharcholders and the amount of capital remaining to be paid upon their respective shares it shall be lawful for any person entitled to any such execution at all reasonable times to inspect the register of shareholders without fee. 46. If by means of any such exccution any sharcholdcr shal] Reimbursement of have paid any sum of money beyond the amount then due from him" """°""" in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the Company. 47. Every mortgage and bond for securing money borrowed by Mortgages and bonds the Company shall be by deed under the common seal of the Company ¢¢ " by deed. wherein the consideration shall be truly stated and every such mortgage deed or bond may be according to the form in the Schedule D or E hereto or to the like effect. 48. The respective mortgagees shall be entitled one with another Rights of mortgages. to their respective proportions of the tolls sums and premises comprised in such mortgages and of the future calls paid by the shareholders if comprised therein according to the respective sums in such mortgages mentioned to be advanced by such mortgagees respectively and to be repaid the sums so advanced with interest without any preference one above another by reason of priority of the date of any such mortgage or of the mecting at which the same was authorized. 49. No such mortgage (although it should comprise future calls Application of calls on the shareholders) shall unless expressly so provided preclude the Mua" Company from receiving and applying to the purposes of the Com- pany any calls to be made by the Company. 50. The respective obligees in such bonds shall proportionately Rights of obligees. according to the amount of the moneys secured thereby be entitled to be paid out of the tolls or other property or effects of the Company the respective sums in such bonds mentioned and thereby intended to be secured without any preference one above another by reason of priority of date of any such bond or of the meeting at which the same was authorized or otherwise howsoever. 51. A register of mortgages and bonds shall be kept by the Register of mortgages seeretary and within fourteen days after the date of any such mortgage " °"* or bond an entry or memorial specifying the number and date of such mortgage or bond and the sums secured thereby and the names of the partics thereto with their proper additions shall be made in such register and such register may be perused at all reasonable times by any of the shareholders or by any mortgagee or bond creditor of the Company or by any person interested in any such mortgage or bond without fee or reward. 52. Any party entitled to any such mortgage or bond may from Transfers of ° A oe " . mortgages and bonds time to time transfer his right and interest therein to any other person to be by deed &e. and. 48 37° VIC. 1874. Deniliquin and Hoama Railway. and every such transfer shall be by deed wherein the considcration shall be truly stated and every such transfer may be according to the form in the Schedule F hereto or to the like effect. Transfers of mort- 53. Within thirty days after the date of every such transfer if gages and bends to executed within this Colony or otherwise within thirty days after the e registered, ¢ arrival thereof in this Colony it shall be produced to the secretary and thereupon the secretary shall cause an entry or memorial thereof to be made in the same manner as in the case of the original mortgage and after such entry every such transfer shall entitle the transferee to the full benefit of the original mortgage or bond in all respects and no party having made such transfer shall have power to make void release or discharge the mortgage or bond so transferred or any money thereby secured and for such entry the directors may demand a sum not exceeding two shillings and sixpence and until such entry the Company shall not be in any manner responsible to the transferee in respect or any such mortvace. {ntorest on mortgage . The interest of the money borrowed upon any such preference £0 mortgage or bond shall be paid at the periods appointed in such tividends to share- mortgage or bond and if no period be appointed half-yearly to the , several parties entitled thereto and in preference to any dividends payable to the shareholders of the Company. Transfers of interest 55. The interest on any such mortgage or bond shall not be 7 eee transferable except by deed. Repayment of money 56. The directors may if they think proper fix a period for the borrowed uta time vonavment of the principal money so borrowed with the interest thereof and in such case the directors shall cause such period to be inserted in the mortgage deed or bond and upon the expiration of such period the principal sum together with the arrears of interest thereon shall on demand be paid to the party entitled to such mortgage or bond and if no other place of payment be inserted in such mortgage deed or bond such principal and interest shall be payable at the principa office or place of business of the Company. Repayment of money 57. If no time be fixed in the mortgage deed or bond for the borrowed where 20 yonayment of the money so borrowed the party entitled to the mortgage or bond may at the expiration or at any time after the expiration of twelve months from the date of such mortgage or bond demand payment of the principal money thereby secured with all arrears of interest upon giving six months previous notice for that purpose and in the like case the directors may at any time pay off the money borrowed on giving the like notice and every such notice shall be in writing or print or both and if given by a mortgagee or bond creditor shall be delivered to the seeretar y or left at the "principal office of the Company and if given by the directors shall be given cither personally to such mortgagee or bond creditor or left at his residence or if such mortgagee or bond creditor be unknown to the directors or cannot be found after diligent inquiry such notice shall be given by advertisement in the Government Gazette and in some newspaper published in Sydney and in one published or circulating in the district where the : railway is situated. Interest to cease on 58. If the directors shall have given notice of their intention topay off oom to pay off any such mortgage or bond at a time when the same may or bond. lawfully be paid off by them then at the expiration of such notice all further interest shall cease to be payable on such mortgage or bond unless on demand of payment made pursuant to such notice or at any time thereafter the directors shall fail to pay the principal and interest due at the expiration of such notice on such mortgage or bond. Arrears of interest 59. Where by this Act the mortgagees of the Company shall Tyantcintuent of De empowered to enforce the payment of the arrears of interest or the a receiver. arrears of principal and interest due on such mortgages by the appointment 874. 37° VIC. Deniliquin and Moama Railway. appointment of a reeciver then if within thirty days after the interest accruing wpon any such mortgage has become payable and after demand thereot in writing the same be not paid the mortgagee may without prejudice to his rights to sue for the interest so in arrear in any Court of competent jurisdiction require the appointment of a receiver by an application to be made as heveinatter provided and if within six months after the principal money owing upon any such mortgage has become payable and after demand thereof in w riting the same be not paid the mortgagee without prejudice to his right to sue for such principal moncy together with all arrears of interest in any such Court may if his debt amount to the hereinbefore prescribed sum alone or if his debt docs not amount to the prescribed sum he may in conjunction with other mortgagees whose debts being so in arrear after demand as aforesaid shall together with his amount to the preseribed stm require the appointment of a receiver by an application to be made as hereinafter provided. 60. Every application for a receiver in the eases aforesaid shall be made to two Justices and on any such application it shall be lawful for such Justices by order in writing after hearing the parties to appoint some person to receive the whole or a competent part of the toll or sums liable to the payment of such interest or until such principal and interest as the case may be together with all costs including the charges or receiving the tolls or sums aforesaid be fully paid and: upon such appointment. "being made all such tolls and sums of money as aforesaid shall he paid to 'and received by the person so to he appointed and the money so to be received shall be so much money reecived by or to the use of the party to whom such interest or such principal and interest as the case may be shall be then due and on whose behalf such receiver shall have been appointed and after such interest. and costs or such principal interest and costs have been so received the power of such recciver shall cease. 61. At all reasonable times the books of accounts of the Com- pany shall be open to the inspection of the respective mortgagees and bond creditors thereof with liberty to take extracts therefrom without fee or reward. 62. The capital to be raised by the creation of new shares shall be considered as part of the general capital and shall be subject to the same provisions in all respects whether with reference to the payment of calls or the forfeiture of shares on nonpayment of calls or otherwise as if it had been part of the original capital except as to the times of making calls for such additional capital and the amount of such calls which 'respectively it shall be lawful for the Company from time to time to fix as they shall think fit. Consolidation of Shares. 63. It shall be lawful for the directors from time to time with the consent of three-fifths of the votes of the shareholders present in person or by proxy at any gencral mecting of the Company when due notice for that purpose shall have been given to convert and consolidate all or any part of the shares then existing in the capital of the Com- pany and in respect whereof the whole money subscribed shall have been paid up into a general capital stock to be divided amongst the sharcholders according to their respective interests therein. Arrears of principal and interest. Appointment of receiver. Access to account books by mortgagces, New shares to be considered same a8 original shares. Power to consolidate shares into stock. 64, After such conversion or consolidation shall have taken Proprietors of stock place all the provisions contained in this Act which require or imply muy transfer the 2 same. that the capital of the Company shall be divided into shares of any fixed amount and distinguished by numbers shall as to so much of the e capital Deniliquin and Moama Railway. capital as shall have been so converted or consolidated into stock ecase and be of no effect and the several holders of such stock may thenec- forth transfer their respective interests therein or any parts of such interests in the same manner and subject to the same provisions as or according to which any shares in the capital of the Company might be transferred under the provisions of this Act and the directors shall cause an entry to be made in some book to be kept for that purpose of every such transfer and for every such entry may demand any sum not exceeding two shillings and sixpence. Register of stock. 65. The directors shall from time to time cause the names of ' the several parties who may be interested in any such stock as afore- said with the amount of the interest therein possessed by them respec- tively to be entered in a book to be kept for that purpose and to be called " the Register of Holders of Consolidated Stock" and such book shall be accessible at all seasonable times to the several holders of shares or stock in the Company. Proprictors of stock 66. The several holders of such stock shall be entitled to par- entitled to dividends. ticinate in the dividends or profits of the Company according to the amount of their respective interests in such stock and such interests shall in proportion to the amount thereof confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the Company qualification for the office of directors and for other purposes as would have been conferred by shares of equal amount in the capital of the Company but so that none of such privileges or advantages execpt the participation in the dividends and the profits of the Com pany shall be conferred by any aliquot part of such amount of consolidated stock as would not if existing in shares have conferred such privileges or advantages respec- tively. Application of 67. All the money raiscd by the Company whether by subserip- capital. tions of the sharcholders or by loan or otherwise shall be applied first in paying the costs and expenses incurred in obtaining this Act and all expenses incident thereto and secondly in carrying the pur- poses of the Company into execution. General Meetings. Ordinary meetings to 68. The first general mecting of the sharcholders of the Com- be held half-yearly. pany shall be held at some convenient plaee in Deniliquin within three months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon And all subsequent gencral meetings of the Company shall be held on the first Monday in the months of February or August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed to be held as aforesaid shall be called ordinary meetings and all mectings whether ordinary or extraordinary shall be . held at some place to be "appointed by the directors. Business at ordinary 69. No matters except such as are appointed by this Act to be meootings. dene at an ordinary mecting shall be transacted at any such mecting unless special notice of such matters have been given in the advertise- ment convening such mecting. Extraordinary 70. Every general mecting of the sharcholders other than an meetings. ordinary meeting shall be called an extraordinary mecting and such meetings may be convened by the directors at such times as they think fit. Business at oxtra- 71. No extraordinary meeting shall enter upon any business ordinary meetings. : : oO. e not sct forth in the notice upon which it shall have heen convened. 72. 1874. 37° VIC. } 51 Deniliquin and Moama Railway. 72. It shall be lawful for a number of shareholders not being Extontinary | less than twenty holding in the aggregate shares to the amount of not required by chare- less than one-tenth of the capital of the Company by writing under bolders. their hands at any time to require the directors to call an extraordinary mecting of the Company and such requisition shall fully express the object of the mecting 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 share- holders and if for twenty-one days after such notice the directors fail to call such meeting the number of shareholders qualified as aforesaid may call such mecting by giving fourteen days public notice thereof. 73. Fourtecn days public notice at the least of all meetings Notico of mectings. whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and in one newspaper published in Sydney as well as in some newspaper published in or circulating in the district whercin the railway is situated which shall specify the place the day and the hour of mecting and every notice of an extraordinary mceting or of an ordinary mecting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the mecting is called. 74. In order to constitute a meeting whether ordinary or Quorum fora general extraordinary there shall be present either personally or by proxy ™*""* shareholders holding in the aggregate not less than one-twentieth of the capital of the Company and being in number not less than twenty and such shareholders shall be the quorum and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at the mceting other than the declaring of a dividend in case that shall be one of the objects of the mecting 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. 75. At every mecting of the Company one or other of the Chairman at general following persons shall preside as chairman that is to say the chairman ™*tis* of the directors or in his absence the deputy chairman (if any) 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 all the directors any shareholder to be chosen for that purpose by a majority of the shareholders present at such meeting. 76. The shareholders present at any such mecting shall procecd Business at meetings in the execution of the powers of the Company with respect' to the "vn matters for which such meeting shall have been convened and those only and every such mecting may be adjourned trom time to time and from place to place and no business shall be transacted at any adjourned mecting other than the business left unfinished at the mecting from which such adjournment took place. 77. At all general mectings of the Company every sharcholder Votesofsharcholders. shall have onc vote for every share up to ten and he shall have an additional vote for every five shares beyond the first ten shares held by him up to one hundred and an additional vote for every ten shares held by him beyond the first hundred shares Provided always that no shareholder shall be entitled to vote at any mecting unless he shall have paid all the calls then due upon the shares held by him. 78. The votes may be given either personally or by proxics Manner of voting. being shareholders authorized by writing according to the form in the Schedule G to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such share- holder be a corporation then under their common seal and every proposition at any such meeting shall be determined by the majority of Regulations as to proxies. Votes of joint share- holders. Votes of lunatics and minors, Proof of a particular majority of votes only required if a poll demanded. Appointment and rotation of directors. Election of directors Existing directors continued on failure of meeting for elec- tion of directors. Qualification of directors. 37° VIC. 1874. Deniliquin and Moama Railway. of votes of the parties present including proxies the chairman of the meeting being entitled to vote not only as a principal and proxy but to have a casting vote if there be an equality of votes. 79. No person shall be entitled to vote as a proxy unless the instrument appointing such proxy have been transmitted to the secretary of the Company not less than forty-cight hours before the time appointed for holding the mecting at which suich proxy is to be used. 80. If several persons be jointly entitled to a share the person whose name stands first in the register of shareholders as one of the holders of such share 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 shareholder either in person or by proxy shall be allowed as the vote in respect of such share without proof of the con- currence of the other holders thereof. 81. If any shareholder be a lunatic or idiot such lunatic or idiot may vote by his committee and if any shareholder be a minor he may vote by his guardian or any of his guardians and every such vote may be given either in person or by proxy. 82. Whenever in this Act the consent of any particular majority of votes at any meeting of the Company is required in order to authorize any proceeding of the Company such particular majority shall only be required to be proved in the event of a poll being demanded at such mect- ing andif such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceedings has heen carried 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. 83. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones shall be the first directors of the Company and shall continue in office until the first general mecting of the Company to be holden within three months after the passing of this Act. 84. The shareholders present personally or by proxy may at such first general meeting as hereinbetore provided either continue in office the directors appointed hy this Act or any number of them or may elect six persons to be directors the directors appointed by this Act being eligible as members of such new body and at the first half- yearly meeting to be held in the month of February in every year thereafter the sharcholders present personally or by proxy shall elect persons to supply the places of the directors then retiring from office agreeably {o the provisions hereinafter contained and the several persons elected at any such meeting being neither removed nor dis- qualified nor having resigned shall continue to be directors until directors are clected in their stead as hereinafter mentioned. 85. 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 meeting no election of directors shall be made but such mecting 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 by the meeting the existing directors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year. 86. No person shall be capable of being a director unless he be a shareholder nor unless he be possessed of at least fifty shares and no person holding an office or place of trust or profit under the Com- pany or interested in any contract with the Company shall be capable of being a director and no director shall be capable of accepting any other office or place of trust or profit under the Company or of being interested in 1874. . 37° VIC. 53 Deniliquin and Moana Raila iy. in any contract with the Company during the time he shall be a director but nothing herein contained shall be construed to prevent the Company from assigning any remuneration to the chairman and directors for their services. 87. If any of the directors at any time subsequently to his Cases in which office election accept or continuc to hold any other office or place of trust or of Gireetor shall profit under the Company or be cither directly or indirectly concerned in any contract with the Company or participate i in any manner in the profits of any work to be done for the Company or if such director at any time cease to he a holder of the prescribed number of shares in the Company or if he shall be absent from the meetings of the Board of Dircetors for three consecutive months without the leave of the said Board then in any of the cases aforesaid the office of such director shall become vacant and thenceforth he shail cease from voting or acting as a director Provided always that no person being a sharcholder Sharcholder of an incorporated joint or member of any incorporated joint stock Company. shall be dis- stock Company not qualified oy prey ented from acting as a director by reason of any con- equaled by reason tract entered into between such joint stock Company and the Company & °""""* incorporated by this Act but no such dircctor being a shareholder or member of any such joint stock Company shall vote on any question as to any contract with such joint stock Company. 88. The directors appointed by this Act and continucd in office Rotation of directors. as aforesaid or the directors clected to supply the places of those retiring as aforesaid shall subject to the provision hereinbefore contained for increasing or reducing the number of directors retire from office at. the times and in the proportions following the individuals to retire being in cach instance determined by ballot among the directors unless they shall otherwise agrec that is to say— At the end of the > first year after the first election of directors one- third of such directors to be determined by ballot among them- selves unless they shall otherwise agree shall go out of office. At the end of the second vear one half of the remaining number of such directors to be determined in like manner shall go out of office. At the end of the third vcar the remainder of such directors shall go out of office. And in eagh instance the places of the retiring directors shall be sup- plied by an equal number of qualified sharcholders and at the first ordinary meeting in every subsequent year one-third of the directors being those who have been longest in office shall go out of office and their places shall be supplied in 'like manner nevertheless ev ery director so retiring from office may be re-elected immediately or at any future time and after such re-election shall with reference to the going out by rotation be considered as a new director. 89. If any director dic or resign or become disqualified or Supply of occasional incompetent to act as a director or cease to be a director by any other ees in oflco of cause than that of going out of office by rotation as aforesaid the remaining directors shall forthwith elect in his place some other share- holder duly qualified to be a director and the shareholder so elected to fill up any such vacancy shall continue in office as a director so long only as the person in whose place he shall have been elected would have been entitled to continue if he had remained in office. Powers of Directors. 90. The directors shall have the management and superin- Powers of the Com- tendence of the affairs of the Company and they may lawfully exercise Pee abectors all the powers of the Company except as to such matters as are directed by this Act to be transacted by a general meeting of the shareholders but Powers of the Company not to be exercised by the directors. eetings of clirectors. Quorum. Permanent chairman of directors. Occasional chairman of directors. Committees of directors. Power of committees. Meetings of committees. 37° VIC. . 1874. Deniliquin and Moama Railway. but all the powers so to be exercised shall be exercised in accordance with and subject to the provisions of this Act and the exercise of all such powers shall be subject also to the control and regulation of any general mecting specially convened for the purpose but not so as to render invalid any act done by the directors prior to any resolution passed by such general mecting. 91. Exeept as otherwise provided by this Act the following powers of the Company that is to say the choice and removal of the directors except as hereinbefore mentioned and the increasing or reducing of their number where authorized by this Act the choice of auditors the determination of the remuncration to the directors auditors treasurer and secretary the determination as to the amount of money to be borrowed on mortgage the determination as to the augmentation of capital and the declaration of dividends shall be exercised only ata general meeting of the sharcholders. Proceedings of Directors. 92. The directors shall hold meetings at such times as they shall appoint for the purpose and they may mect and adjourn as they may think proper from time to time and from place to place and at any time any two of the directors may require the secretary to call a meeting of the directors And in order to constitute a mecting of directors there shall be present at the least three directors And all questions at any such meeting shall be determinted by the majority of votes of the directors present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as onc of the directors. 93. At the first mecting of directors held after the passing of this Act and at the first meeting of the directors held after cach annual appointment of directors the directors present at such meeting shall choose one of the directors to act as a chairman of the directors for the year following such choice and shall also if they think fit choose another director to act as deputy chairman for the same period And if the chairman or deputy chairman die or resign or cease to be a director or otherwise become disqualified to act the directors present at the meeting next after the occurrence of such vacaney shall choose some other of the directors to fill such vacancy and every such chairman or deputy chairman so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so elected would have heen entitled to continue if such death resignation removal or disqualification had not happened. 91. If at any meeting of the directors neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be the chairman of such mecting. 95. It shall be lawful for the directors to appoint one or more committees consisting of such number of directors as they think fit And they may grant to such committees respectively power on behalf of the Company to do any acts relating to the affairs of the Company which the directors could lawfully do and which they shall from time to time think proper to entrust to them. ; 96. 'The said committees may meet from time to time and may adjourn from place to place as they may think proper for carrying into effect the purposes of their appointment and no such conmittce shall exercise the powers entrusted to them except at a meeting at which there shall be present a quorum to he fixed forthat purpose by the general body of directors And at all meetings of the committees one of the members present shall he appointed chairman And all questions at any meeting of the committee shall be determined by a majority of votes 1874. 37" VIC. : 55 Deniliquin and Moama Railway. votes of the members present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as a member of the committee. 97. The power which may be granted to any such committee Contracts by com- to make contracts as well as the power of the directors to make mittee o directors contracts on behalf of the Company may lawfully be exercised as follows into. (that is to say)— With respect to any contract which if made between private persons would be by law required to be in writing and under seal such committce of the directors may make such contract on behalf of the Company in writing and under the common scal of the Company and in the same manner may vary or discharge the same. With respect to any contract which if made between private persons would be by law required to be in writing and signed by the parties to be charged therewith then sue 'h comanit (ec or the directors may make such contract. on behalf of the Company in writing signed by such committee or any two of them or any two of the directors and in the same manner may vary or discharge the same. With respect to any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing such committee or the directors may make such contract on "behalf of the Company by parol only without writing and in the same manner may vary or discharge the same. And all contracts made according to the provisions herein contained shall be effectual in law and shall be binding upon the Company and their successors and all other parties thereto their heirs executors or administrators as the case may he and on any default in the exceution of any such contract either by the Company or any other party thereto such actions or suits may be brought cither by or against the Company as might be brought had the same contracts been made between private persons only. 98. The directors shall cause notes minutes or copies as the case Proceeding to be may require of all appointments made or contracts entered into by the entered | in & book and directors of the orders and proceedings of the Company and of the °° en directors and committees of directors to be duly entered in books to be from time to time provided for the purpose which shali be kept under the superintendence of the directors and every such entry shall be signed by the chairman of such mecting and such entry so signed shall be received as evidence in all Courts and before all J udges Justices and others without proof of such respective mectings having been duly convened or held or of the persons making or entering such orders or proceedings being sharcholders or directors or members of committee respectively or of the signature of the chairman or of the faet of his having been chairman all of which last-mentioned matters shall be presumed until the contrary be proved. 99. All acts done by any mecting of the directors or of 2 Enfor