New South Wales: Hunter River Railway Company Act 1853 17 Vic (NSW)

Tfunrer River Ratiway Company. Preamble. Proprietors incorpo- rated by the namefof An Act to establish and incorporate a Company to be called "' The Hunter River Railway Company." [10th October, 1853. ] TWEREAS the making and maintaining of a railway from the city of Newcastle to the towns of East Maitland and West Maitland in the county of Northumberland in the Colony of New South Wales would be of great public advantage by opening additional certain and expeditious means of communication between the said places and also by facilitating communication between more distant towns and places "And whereas the several persons hereinafter named are willing and desirous to make and maintain such railway and it is deemed advisable to give encouragement to them by granting to them an Act of Incorporation Be it therefore enacted by Ilis Excellency the Governor of New South Wales by and with the advice and consent of the 1 aiective Council thereof as follows— . The following persons that is to say George Allen George "Phe Hunter River Wigram Allen Arthur 4Beckett William Bradley George Burgess Railway Company." Adam Bogue Edward Wilbraham Bell Alexander Campbell Brown Edward Baker Boulton Hutchinson Hothersall Browne Alexander Campbell John Henry Challis Thomas Chalder William Croasdill John Croft Charles Cowper Henry Grattan Douglass John Bayley Darvall John Fairfax John Gilchrist Samuel Dean Gordon Alexander Charles Hood Robert Allen Hunt Thomas Hopkins Thomas Holt the younger Joshua Frey Josephson George King Simon Kemp Charles Kemp William James Lennon Michael Metcalf Andrew Hardie M'Culloch Thomas Sutcliffe Mort James Millsom the younger James Mitchell Charles Nathan George Polhill Samuel Peek John Reeve William Russell Robert Scott Ross Ralph Meyer Robey William Russell Thomas Ware Smart Edward Salamon Edward Kennedy Sylvester Robert Perey Simpson Robert Tgwns Edwin Tooth Charles Throsby 1853. 17° VIC. 289 Hunter River Railway Company. Throsby Robert Cooper Walker Peter Barber Whitfield John Wil- liams and all other persons who shall hereafter become subscribers to the said undertaking and their several and respective successors executors administrators and assigns shall be and hereby are united into a company for making completing and maintaining the said railway and such extensions thereof and other works by this Act wuthorized to be made and executed according to the rules orders and directions hereinafter mentioned and for that purpose shall be one body corporate by the name and style of "The Hunter River Railway Company " and by that name shall have perpetual succession and a common seal and shall and may sue and be sued plead and he im- sea. pleaded answer and be answered unto defend and be defended in all Fewer te sue and be Courts and places whatsoever and shall have power and authority from and after the passing of this Act and at all times thereatter to purchase and hold lands and hold Jands to them and their successors and assigns for the use of the said undertaking and works and generally for the purposes of carrying the provisions of this Act into effect and also to scll and dispose of the said lands again in manner by this Act directed without incurring any penalties or ' forfeitures. 2. The capital of the company hereby established shall (until Capital to te imereased as hereinafter provided) be one hundred thousand pounds Seen divided | sterling and shall be divided into twenty thousand shares of five £5 each. pounds each and such shares shall be numbered in regular or arith- metical progression beginning with number one and every such share shall be distinguished by its appropriate number and the said shares shall be and are hereby vested in the persons hereinbefore named and in such other persons as shall take shares in the said company and their successors and their several and respective executors adminis- trators and assigns. 3. The said shares shall be deemed personal estate and shall be Shares to be personal transferable and transmissible as such and shall not he of the nature" of real estate. 4. Every person who shall by virtue of this Act have subseribed Sharcholders. for or shall otherwise have become entitled to a share in the said company and whose name shall have been entered on the register of shareholders hereinafter mentioned shall be deemed a shareholder of the company and shall be entitled to participate in the profit and dividends of the company in proportion to the amount of capital which he shall have paid up. 5. The directors shall cause the names additions and addresses Registry of share- . . : holders. of the several persons entitled to sharcs together with the number of shares to which they shall be respectively entitled distinguishing each share by its proper number and the amount of the subscriptions paid on such shares to he from time to time fairly and distinctly entered in a register book to be kept in the office of the said company for that purpose and to be called "The Register of Shareholders" and the surnames or corporate names of the said shareholders shall be placed in alphabetical order to the end that cach proprictor for the time heing and his interest in the company may be known. 6. On demand of the holder of any shares the directors of the Certificates of shares company shall cause a certificate of the proprietorship of such shares {f beissed te the to be delivered to such shareholder and such certificate shall have the common seal of the company affixed thereto and such certificate shall specify the shares to w hich such sharcholder is entitled and the same may be according to the form in the Schedule A to this Act annexed or to the like cflcet. and for such certificate the said company may demand any sum not execeding two shillings and sixpence and such Certifeate to be certificate shall be admitted in all Courts as prima facie evidence of evidence of property the title of such shareholder his executors administrators successors 20 or Certificate to be renewed when destroyed. Shares may be sold. 'Transfers of shares to be registered &c. No share to be trans- ferred while in arrear. Power to directors to issue coupons. 17° VIC. 1853. Hunter River Railway Company. or assigns to the share therein specified but the want of such certificate shall not prevent the holder of any share from disposing thereof or receiving his share of the profits in respect thereof. 7. If any such certificate be worn out or damaged then upon the same being produced at some meeting of the directors such directors may order the same to be cancelled and thereupon another similar certificate shall be given to the party in whom the property of such certificate and of the shares therein mentioned shall be at the time vested or if such certificate be lost or destroyed then upon proof thereof to the satisfaction of the directors a similar certificate shall be given to the party entitled to the certificate so lost or destroyed and to the shares therein mentioned and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders and for every such certificate so given or exchanged the company may demand any sum not exceeding two shillings and sixpence. 8. It shall be lawful for any shareholder to sell and transfer all or any of his shares subject to the provisions herein contained provided that every such transfer shall be by deed in which the con- sideration shall be stated and such deed may be according to the form in the Schedule B to this Act annexed or to the like effect and provided also that if any certificate of the proprietorship of the shares to be transferred shall have been issucd the same shall upon such transfer be delivered up to the directors to be cancelled or to be indorsed by the secretary to the company with a memorandum of the transfer unless it shall be shewn to the satisfaction of the directors that the same has been lost or destroyed. 9. The said deed of transfer (when duly executed) shall be delivered to the secretary and be kept by him and the secretary shall enter a memorial thereof in a book to be called "The Register of Transfers" and shall indorse such entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such indorsement and certificate the company may demand any sum not exceeding two shillings and sixpence and on the request of the purchaser of any shares an indorsement of such transfer shall be made on the existing certificate of such shares instead of a new certificate being granted and upon such indorsement being signed by the secretary such certificate shall be considered in every respect the same as a new certificate and until such deed of transfer has been so delivered to the secretary as aforesaid the vendor of the shares shall continue liable to the company for any calls that may be made upon such shares and the purchaser shall not be entitled to receive any share of the profits of the company or to vote in respect of such shares. 10. No shareholder shall be entitled to transfer any share which he shall possess in the said company after any call shall have been made in respect of such share until he shall have paid such call nor until he shall have paid all calls for the time being due on every share held by him. 11. In case Her Majesty's Government of the Colony shall enter into any agreement with the company to guarantee to the sharcholders of the company the payment of any fixed sum of money by way of dividend or interest upon any shares in the capital of the company it shall be lawful for the directors to issue togcther with the certificates of proprietorship of any shares upon which such fixed rate of dividend or interest shall have been so guaranteed coupons signed by any two of such directors and countersigned by the secretary or manager for the payment of such interest by the directors to the bearers thereof on the days on which such guaranteed interest or dividend 1853. 17° VIC. unter River Railway Company. dividend will become payable during the period to which such coupons shall extend and thereupon such interest or dividends shall be paid to the bearers of such coupons and to no other person. 12. If the interest in any shares have become transmitted in consequence of the death or bankruptcy or insolvency of any share- holder or in consequence of the marriage of a female "sharcholder or by any other lawful means than by a transfer accor ding to the provisions of this Act such transmission shall be authenticated "by a declaration in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration or other authenti- cation shall state and shew the manner in which and the party to whom such shares shall have been so transmitted and shall be made and signed by some credible person hefore a Justice of the Peace or notary public and such declaration or other authentication shall he left with the secretary and upon the same being deemed satisfactory by the directors he shall enter the name of the person entitled under such transmission in the register of sharcholders and for every such entry the company may demand any sum not exceeding five shillings and until such transmission has been so authenticated and such entry made no person elaiming by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof. 13. Tf such transmission be by virtue of the marriage of a female shareholder the said declaration or other authentication shall contain a copy of the register of such marriage or other particulars of the celebration thercof and shall declare or show the identity of the wife with the holder of such shares and if such transmission have taken place by virtue of any testamentary instrument or by intestacy the probate of the will or the Ictters of administration or an official extract therefrom shall together with such declaration or other authentication he produced to the secretary and upon such produc- tion in either of the cases aforesaid the seerctary shall make an entry of the declaration or other authentication in the said register of transfers. Transmission of shares by other means than transfor to he authenticated by a declaration, Proof of transmts- sion by marriage will &, 14. The company shall not be bound in any manner by any Company not bound trusts or equitable interests or demands affecting any shares standing #@ sv 9 exeention in the name of any person as the ostensible proprictor thereof or be required to take any notice of such trusts or equitable interests or demands but the receipts of the person in whose name the shares shall stand in the books of the company shall notwithstanding such trusts or equitable interests or demands and notice thereof to the company be a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable by the company in respect of such shares and a transfer of the said shares by the person in whose name such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said company against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that it shall he com- petent to the directors of the company if they shall think fit so to do to withhold payment of the dividends on any 'such shares and to refuse to allow or recognize the transter of such shares in any case in which the company shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the directors to be well-founded And provided also that nothing herein contained shall be deemed or taken to interfere with or abridge the right and power of a Court of Equity to restrain the payment of any such dividend or other moncy payable by the company in respect. of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other moncy not already of trusts in respect of shares, Subscriptions to be paid as called for. Term * shareholder" to include represen- tatives. Power to make calls. Interest to he paid on over-duce calls, Power to allow interest on payment of subscription before calls, Enforcement of calls by action. Declarations in suits to recover calls. Matter to be proved in action for calls. Proof of proprietor- ship. 17° VIC. 1858. Hunter River Railway Company. already paid by the company or the transfer of such shares to such person as such Court may think fit. 15. The several persons who have accepted or who shall here- after accept or hold sharcs in the company shall pay the amount of the said shares or such portions thereof as shall from time to time be called for by the directors at. such times and places as shall be appointed by the directors and with respect to the provision in this Act contained for enforcing the payment of calls the word "sharcholder"' shall extend to and include the legal personal representatives of every such sharcholder. 16. It shall be lawful for the directors from time to time to make such calls of money upon the several sharcholders in respect of the amount of their respective shares as the said directors shall decom necessary provided that thirty days notice at the least be given of each call by a notiec in the Government Gazette and in one or more of the newspapers published in Sydney and that successive calls be not made at a less interval than three months and that no call exceed the sum of ten shillings for or in respect of any one share and every sharcholder shall he liable to pay the amount of the calls so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the said directors. 17. If before or on the day appointed for payment any share- holder shall not pay the amount of any call to which he is liable then every such sharcholder shall be liable to pay interest for the same at the rate of six per cent. per annum from the day appointed for the payment thereof to the time of the actual payment. 18. It shall be lawful for the directors if they think fit to receive from any of the sharcholders who shall be willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moncys so paid in advance or so much thereof as from time to time shail excced the amount of the calls then made upon the shares in respect of which such advance shall be made the company may pay interest at such a rate not execeding the rate aforesaid as the sharcholder paying such sum in advance and the directors shall agree upon. 19. If at the time appointed by the directors for the payment. of any call any shareholder shall fail to pay the amount of such call it shall "be lawful for the company to suc such sharcholder for the amount thereof in any Court of law or equity having competent juris- diction and to recover the same with interest as aforesaid from the day on which such call was payable and in any action or suit it shall not be necessary to set forth the special matter but it shall be sufficient for the company to declare that the defendant is the holder of onc share or more in the company (stating the number of shares) and is indebted to the company in such sum of money as the calls in arrear shall amount to in respect of one call or more upon one share or more (stating the number and amount of cach of such calls) whereby an action hath accrued to the company by virtue of this Act and on the trial or hearing of such action or suit it shall be sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the company and that such call was in fact made and such notice thereof given as is directed by this Act and it shall not be necessary to prove the appointment of the directors who madc such call nor any other matter whatsoever and thereupon the company shall be entitled to recover what shall be due upon such call and interest. thereon and the production of the register of shareholders required to be kept in the office of the company shall be prima facie evidence of such defendant's being a sharcholder and of the number and amount of his shares. 20. 1853. 17° VIC. 293 Hunter River Railway Company. 20. If any sharcholder shall fail to pay any call payable by him shares in arrear may | together with the interest (if any shall have accrued thereon) tlic bv deelared forfeited. directors of the company at any time alter the expiration of one month from the day appointed for payment of such eall may if they shall think fit declare the shares in respect of which such call was payable forfeited and that whether the said company have sued for the amount of such call or not Provided that before declaring any share forfeited Notice to be given of the directors shall cause notice of their intention to declare such share tention to declare to be forfeited to be left at or transmitted by the post to the usual or "" ' last. place of abode of the person appearing by the register of sharcholders to be the proprictor of such share and if the holder of any such share shall he beyond the limits of this Colony or if his or their usual or last. place of abode be not known to the directors by reason of its being imperfectly described in the said register of sharcholdcrs or otherwise or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the party to whom the said share may have been transmitted or may for the time heing belone shall not. be known to the directors the directors shall give public notice of such intention in the Government Gazelle and also in one or more of the newspapers published in the city of Sydney and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. 21. After such forfeiture as aforesaid it shall be lawful for the torteited shares may directors to sell the forfeited share either by public auction or private be sel contract and if there be more than one forfcited share then either separately or together as to them shall scem fit Provided that the com- No mnove shares to . . pe sold than are pany shall not sell or transfer more of the shares of any such defaulter guficient to pay off than shall be suflicient as nearly as can he ascertained at the time of arearsand expenses. such sale to pay the arrears then duc from such defaulter on account of any calls together with the interest and the expenses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfcitcd share be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thercof with the proof thereof and the certificate of proprictorship to the purchaser the sur- plus shall on demand be paid to the defaulter And provided also that On payment of if payment of such arrears of call and interest and expenses be made StH before sale before any share so forfeited shall have been sold as aforesaid such the party. share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such call had been duly paid. 22. A solemn declaration in writing by some credible person Evidence of propric- not interested in the matter made in conformity with the provisions of tershipin purchasers an Act of Council passed in the ninth year of the reign of Her present Majesty Queen Victoria numbered nine that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared in manner hereinbefore required shail be sufficient evidence of the facts therein stated and such declaration and the receipt of the treasurer or other officer of the company authorized by the directors to receive payment of the price of such share shall constitute a good title to such share and a certificate of proprietorship shall be delivered to such purchaser and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall not be bound to sce to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. 23. 'First and other general meetings. Business at half- yearly general mnectings. Business at extraor- dinary mectings. Extraordinary meetings. Extraordinary meeting of the company may bo required by share- holders. Notice of mectings. Quorum of share- holders for a general mecting. Chairman at gencral mectings. 17° VIC. 1853. Hunter River Railway Company. 23. The first general meeting of the shareholders of the com- pany for putting this Act in execution shall be held at some convenient place within the city of Sydney within two months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon and the future general mectings of the company shall be held on the first Monday in the months of February and August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the mectings so appointed shall be called " ordinary" or "half-ycarly" gencral mectings and all mectings whether half-yearly or extraor dinary : shall be held at such place as the shareholders shall 'at any gencral meeting direct and appoint and if no such direction be given then at such place as the directors shall from time to time appoint. 24. No matters except such as are appointed by this Act to be done at a half-yearly general meeting shall he transacted at any such meeting unless special notice of such matters have been given in the advertisement convening such meeting and no extraordinary meeting shall enter upon any business not set forth in the notice upon which it shall have been convencd. 25. Every general mecting of the shareholders other than a half-yearly meeting shall be called an extraordinary mecting and such mectings may be convened by the directors as they think fit and any number of shareholders not beingjless than five holding in the aggregate one thousand shares may by writing under their hands at any time require the directors to call an extraordinary meeting of the company and such requisition shall fully express the object of the meeting required to be called and shall be left at the office of the company or given to at least three directors or left at their last or usual places of abode and forthwith upon the receipt of such requisition the directors shall convene a meeting of the shareholders and if for twenty-one days after such notice the directors shall fail to call such meeting the number of sharcholders aforesaid qualified as aforesaid may call such meeting by giving fifteen days public notice thereof in the Government Gazette and in one or more of the newspapers published in the city of Sydney. 26. Fifteen days public notice at the least of all meetings whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and onc or more newspapers as hereinbefore mentioned which shall specify the place day and the hour of meeting and every notice of an extraordinary meeting or of an ordinary meeting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the meeting is called. 27. In order to constitute a general meeting there shall be present either personally or by proxy shareholders holding in the aggregate not less than one-twenticth of the capital of the company and being in number not less than twenty and such shareholders shall be a quorum and if within one hour from the time appointed for such mecting the said quorum be not present no business shall be transacted at the meeting other than the declaring of a dividend in case that shall be one of the objects of the meeting but such meeting shall except in the case of a mecting for the election of directors hereinafter mentioned be held to be adjourned sine die. 28. At every general meeting of the company one or other of the following persons shall preside as chairman that is to say the chairman of the company or in his absence the deputy chairman or in the absence of the chairman and deputy chairman some one of the directors of the company to be chosen for that purpose by the meeting or in the absence of the chairman and deputy chairman and of all the directors 1853. 17° VIC. 295 TTunter River Railway Company. directors any shareholder to be chosen for that purpose by a majority of the sharcholders present at such meeting and such chairman shal be entitled to vote not only as a principal and proxy but also to give a casting vote if there be otherwise an cquality of votes and every such general meeting may be adjonrned from time to time and from place to place and no business shall be transacted at any adjourned Business at adjourn- meeting other than the business left unfinished at the mecting from @* which such adjournment. teok place. 29. At all general mectings every sharcholder who shall be Votes of share- possessed of ten or more shares shall for the first ten shares be entitled 2" to one vote and for every additional number of twenty shares to one additional vote Provided always that no shareholder shall be entitled gharcholders not to to more than ten votes altogether and that no shareholder shall be vote autil calls paid. entitled to vote at any mecting unless he shall have paid all the calls then duc upon the shares held by him. 30. The votes of sharcholders may be given at any gencral Manner of voting. mecting either personally or by proxies being sharcholders authorized by writing according to the form in the Schedule C to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such shareholder he « corporation then under their common seal and every proposition at any such mecting shall be determined by the majority of votes of the parties present including proxies but no person shall be entitled to vote as a proxy Regulations as to unless the instrument appointing such proxy have been transmitted proxies. to the scerctary of the company not less than forty-cight hours before the time appointed for holding the mecting at which such proxy is to be used. 31. If several persons be jointly entitled to any shares the Votes of joint share- person whose name stands first in the register of shareholders as onc" of the holders of such shares shall for the purpose of voting at any mecting be deemed the sole proprietor thereof and on all occasions the vote of such first-named sharcholder cither in person or by proxy shall be allowed as the vote in respect of such shares without proof of the concurrence of the other holders thereof and if any sharcholder be a lunatic or idiot such lunatic or idiot may vote by his committee votes or tmatics and and if any shareholder be a minor he may vote by his guardian or any minors &c. one of his guardians and every such vote may be given cither in person or by proxy. 32. Whenever in this Act the consent of any particular Proof of a particular majority of votes at any meeting of the company is required in order dab recntved in the to authorize any proceeding of the company such particular majority event of a poll being shall only be required to be proved in the event of a poll being "'""™ demanded at such mecting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceeding has been earricd and an entry to that effect in the book of proceedings of the company shall be sufficient authority for such proceeding without proof of the number or proportion of votes recorded in favour of or against the same. 33. The shareholders present either personally or by proxy at Six dircetors to be such first gencral mecting to be held as hexcinbcfore 1s mentioned or See aetildene at some meeting to be held by adjournment irom such general mecting shall choose and elect six persons to be directors to manage and conduct the affairs of the company and at the half-yearly mecting which shall be held in the month of August in cach year one director shall vetire from office such retirement to be decided by lot between Retirement of themselves until all the first sct of directors who shall have been &"™- elected at such first gencral meeting directed to be held as aforesaid shall have retired and then at the half-yearly mecting to be held in the month of August in every year thereafter the director who, shall lave Existing directors continued on failure of meeting for elec- tion of directors. Qualification of directors, Disqualification of directors, Shareholder of an incorporated joint stock company not disqualified by reason of contracts, Supply of occasional vacancies to office of + directors, Powers of the com- pany which may be exercised by the directors. 17° VIC. 1853. Hunter River Railway Company. have been longest in office shall retire and so on from time to time during the continuance of the company and at every such half-yearly meeting i in the month of August in every year the shareholders then present personally or by proxy shall clect a new director in the place of the director then retiring from office agreeably to the provision hereinafter contained and the persons elected at any such mecting being neither removed or disqualified nor having resigned shall con- tinue to be directors until others are elected in their stead as herein- after mentioned. 34. If at any meeting at which an election of directors ought to take place the prescribed quorum of shareholders shall not be present within one hour from the time appointed for the mecting no election of directors shall be made but such meeting shall stand adjourned to the following day at the same time and place and if at the meeting so adjourned the prescribed quorum be not present within one hour from the time appointed for the meeting the existing dirce- tors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year. 35. No person shall be capable of being a director unless he be a shareholder nor unless he be possessed 'of fifty shares and no person holding an office or place of trust or profit under the company 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 any contract with the company during the time he shall be a director but nothing in this Act contained shall prevent the company from remunerating the chairman and directors as they may think fit. 36. If any of the directors at any time subsequently to his election accept or continue to hold any other office or place of trust or profit under the company or be either directly or indirectly con- cerned in any contract with the company or participate in any manner in the profits of any work to be done for the company or if such director at any time cease to be a holder of the preseribed number of shares in the company then in any of the cases aforesaid the office of such director shall become vacant and thenceforth he shall cease from voting or acting as a director. 37. Provided always That no person being a sharcholder or member of any incorporated joint stock company shall be disqualified or prevented from acting as a director by reason of any contract entered into between such joint stock company and the company hereby incorporated but no such director being a sharcholder or member of such joint stock company shall vote on any question as to any contract with such joint stock company. 38. If any director die or resign or become disqualificd or incompetent to act as a director or cease to be a director by any other cause than that of going out of office by rotation as aforesaid the remaining directors "it they think proper so to do may elect in his place some other shareholder duly qualified to be a director and the shareholder so elected to fill up any such vacancy shall continue in office as a director until the next ordinary meeting of sharcholders when a director shall be elected by the shareholders present in person or by proxy in the place of the director so having died resigned or become disqualified or incompetent to be a director or having ceased to be a director by any other cause. 39. The directors shall have the management and superintend- ence of the affairs of the company and they may lawfully appoint all officers and servants required for conducting the undertaking of the company and shall exercise all other the powers of the company except 1853. 17° VIC. 297 Iunter River Railway Company. except as to such matters as are directed by this Act to be transacted by a general meeting of the shareholders 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 he subject also to the control and regulation of any gencral 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 and any three of such directors being present at a duly convened board mecting shall form a quorum anc shall he Quormm of direetors. competent to exercise the powers hereby given to the directors generally. 40. Exeept as otherwise provided by this Act the following Powers which shall powers of the company (that is to say) the choice and removal of the bees ied OY directors except as hereinbefore mentioned the choice of auditors the determination as to the remuneration of the directors the deter- mination 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 at a general meeting of the shareholders. 41. The directors shall hold mectings at such times as they Meetings or shall appoint for the purpose and they may meet. and adjourn as they dircetors 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 "meeting of directors there shall he present at least three directors and all questions at any such mecting shall be determined 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 one of the directors. 42. At the first meeting of directors held after the passing of Appointment of this Act and at the first meeting of the directors held after each chasrmuan aul deputy annual appointment of directors the directors present at such meeting pany. shall choose one of the directors to be chairman of the company and to act. as chairman of the directors for the year following such choice and shall also if they think fit choose another director to he and act as deputy chairman for the same period and if the chairman or deputy chairman dic 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 vacancy shall choose some other of the directors to fill such vacancy during the residue of the current year and such chairman if present and in his absence the Chairmanship at — deputy chairman if present shall preside at all meetings of the directors Mineo rectors. bat if neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be chairman of such meeting. 43. The directors shall cause notes minutes or copies as the Proceedings to be case may require of all appointments made or contracts entered. into Sereda a beok by them and of the orders and proceedings of all meetings of the evidence. shareholders and of the directors and committees of directors to be duly entered in books to he from time to time provided for the purpose which shall be kept. under the superintendence of the directors and every such entry shall be signed by the chairman of the meeting at which such appointments and contraets were made or entered into or authorized or at which such proceedings and orders were respectively had or made and such entry so signed shall be received as evidence in all Courts and before all Judges Justices and others without proof of such respective meetings having been duly convened or held ov of the persons making or entering such orders or proceedings being share- holders or directors or members of committee respectively or of the signature of the chairman or of the fact of his having been chairman 2P all 298 17° VIC. | 1853. Tunter River Railway ry Company. all of which last-mentioned matters shall be presumed until the contrary be proved. Defects in appoint- 44, All acts done by any mecting of the directors or by any ment of directors |, person acting as a director shall notwithstanding it may he afterwards a squalifications & ; . m a not to invalidate discovered that there was some defect in the appointment of any such Proceedings. directors or persons acting as aforesaid or that they or any of them were or was disqualified be as valid as if every such person had been duly appointed and was qualified to be a director. Directors not to be 45. No director by being party to or executing in his capacity of persone a, divector any contract or other instrument on behalf of the company or otherwise lawfully executing any of the powers given to the directors shall be subject to be sued or prosecuted individually by any person whomsoever and the bodies or goods or lands of the directors shall not be liable to execution of any legal process by reason of any contract or other instrument so entered into signed or executed by them or by reason of any other lawful act done by them in the execu- Indemnity of tion of any of their powers as directors and the "directors their heirs — executors and administrators shall be indemnified out of the capital of the company for all payments made or lability incurred in respect of any acts done by them and for all losses costs and damages which they may incur in the execution of the powers granted to them and the directors for the time being of the company may apply the existing funds and capital of the company for the purposes of such indemnity and may if necessary for that purpose make calls of the capital remaining unpaid (if any.) Election of auditors, 46. At the first general meeting of the company to be held after the passing of this Act the sharcholders shall elect two auditors in the same manner as is hereinbefore provided for the election of directors and at the ordinary mecting of the company in the month of August in each year thereafter the sharcholders shall in like manner elect an auditor to supply the place of the auditor then retiring from office according to the provision hereinafter contained and every auditor elected as' hereinbefore provided being neither removed nor disqualified nor having resigned shall continue to be an auditor until Qualification of another be elected in his stead and every auditor shall have at least auditors, . , . ten shares in the company and he shall not hold any other office in the company nor be in any other manner interested in its concerns except as a shareholder. Ordinary retirement 47. One of such auditors (to be determined in the first instance of auditors. . : by lot between themselves unless they shall otherwise agree and afterwards by seniority) shall go out of office at the ordinary meeting in the month of August in each year but the auditor so going out shall be immediately re-eligible. Casual vacancies in 48. If any vacancy take place among the auditors in the eof auditor. course of the current year then at any gencral meeting of the company the vacancy may be supplied by election of the shareholders and the provision in this Act contained respecting the failure of an ordinary Failure of meeting Meeting at which directors ought to be chosen shall apply mutatis toclect auditors. gautandis to @ any mecting at w hich an auditor ought to be appointed. Powers of auditors 49. The auditors shall have full authority at all reasonable for examination of times to examine the accounts and affairs of the company and affairs to inspect the books and to call for the production to them at the principal office of the company of all books vouchers writings and documents concerning the same and to call in the aid of the officers clerks and servants of the company or any other person competent to give information as to the company's affairs. Delivery of balance 50. The directors shall deliver to such auditors the half yearly or sheet BC. DY tors, Other periodical accounts and balance sheet fourteen days at the least before the ensuing ordinary meeting at which the same are required to 1853. 17° VIC. 299 Hunter River Railway Company. to be produced to the shareholders as hercinafter provided and such Duty of auditors. auditors shall receive and examine the same and shall examine into the state of the company's affairs and shall be at liberty to employ such accountants and other persons in such examination as they may think proper at the expense of the company and they shall make a Powers of anditors. just true and faithful report on the said accounts and affairs and such report shall be read together with the report of the dircctors at the ordinary meeting. 51. If it shall appear to such ordinary mecting desirable that Further andit may the company's affairs should be more fully investigated it shall be arecial auditors may lawful for such ordinary mecting either to direct the said auditors to be appointed. inquire into and report on the affairs of the company generally or in their discretion to appoint any two or more sharcholders as special auditors for that purpose. 52. Such auditors shall make a solemn declaration in writing solemn declaration before a Justice of the Peace that every report made by them on the rt of truth state of the accounts and affairs of the company is to the best of their ~~ several and respective knowledge and belief a just true and faithful report and statement of the accounts and affairs of the company and that the same is made by them after diligent and careful examination into the state of such accounts and affairs and a duplicate copy of every such report signed by any such auditors together with any report reportsand accounts of the directors to which the same shall refer shall be transmitted to te be, transmitted to the Colonial Sec- the office of the Colonial Seeretary at Sydney within thirty days of retary. the making of such report and if such examination into or report ON penalty for neglect the state of the accounts and affairs of the company shall be neglected te examine into and {o be made or if a duplicate copy of any such report shall be omitted to'send copy to to be transmitted to the office of the Colonial Sceretary the company Colonial sveretary. shall for every such offence forfeit and pay to Ter Majesty the sum of fulty pounds to be recovered hy action of debt in the Supreme Court Penalty for false or and if any such auditors shall at any time knowingly make or concur ®ve report. in a false or deceptive report on the state of the accounts or affairs of the company such auditor shall forfeit: and pay to er Majesty the stun of two hundred pounds to be recovered in the said Supreme Court. 53. Before any person intrusted with the custody or control of sceuity to be. moneys belonging to the company whether treasurer collector or other ik from atlicers officer of the company shall enter upon his office the directors shall money. take sufficient security from him for the faithful execution of his office. 54. Every officer employed by the company shall from time to ofticers to account time when required by the directors make out and deliver to them or 7 demand. to any person appointed by them for that purpose a true and perfee account in writing under his hand of all moneys received by him or behalf of the company and such account shall state how and to whon and for what purpose such moneys shall have been disposed of anc together with such account such officer shall deliver the vouchers anc reccipts for such payments and every such officer shall pay to the directors or to any person appointed by them to receive the same al moneys which shall appear to be owing from him upon the balance of such accounts. 55. Ifany such officer fail to render such account or to pro- Summary remedy duce and deliver up all the vouchers and receipts relating to the same see ndawunt, fue in his possession or power or to pay the balance thereof when there- unto required or if for three days after being thereunto required he fail to deliver up to the directors or to any person appointed by them to receive the same all papers and writings property effects matters and things in his possession or power relating to the exccution of this Act or belonging to the company then on complaint thereof being made to a Justice such Justice shall summon such officer to appear before two or more Justices at a time and place to be set forth in such sum- ONS =F Officers refusing to deliver up docu- ments &c. to be imprisoned, Where officer about to abscond a warrant 17' VIC. 18538. Hunter River Railway Company. mons to answer such charge and upon the appearance of such officer or in his absence upon proof that such summons was personally served upon him or left at his last known place of abode such Justices may hear and determine the matter in a summary way and may adjust and declare the balance owing by such officer and if it appear cither upon confession of such officer or upon evidence or upon inspection of the account that any moncys of the company are in the hands of such officer or owing by him to the company such Justices may order such officcr to pay the same and if he fail to pay the amount it shall be lawful for such Justices to grant u warrant to levy the same by distress or in default thereof to commit the offender to gaol for a period not exceeding three months unless the said amount be sooner paid. 56. If any such officer refuse to make out such account in writing or to produce and deliver to the Justices the several vouchers and receipts relating thereto or to deliver up any books papers or writings property effects matters or things in his possession or power belonging to the company such Justices may lawfully commit such offender to gaol there to remain until he shall have delivered up all the vouchers and receipts (if any) in his possession or power relating to such accounts and have delivered up all books papers writings pro- perty effects matters and things (if any) in his possession or power belonging to the company. 57. If any director or other person acting on behalf of the may be issued in the Company shall make oath that he has good reason to believe upon first instance, Suretics not to be discharged, Accounts to be kept, Books to be balanced at stated times. grounds to be stated in his deposition and docs helieve that it is the intention of any such officer as aforesaid to abscond or that he has absconded it shall be lawful for the Justice before whom the complaint is made if he shall think fit to issue a warrant in the first instance for the bringing such officer before such two Justices as aforesaid but no person executing such warrant shall keep such officer in custody longer than twenty-four hours or such longer period as may be rendered necessary by the distance of the place of apprehension from the residence of the nearest or most convenient Magistrate without bringing him before some Justice and it shall be lawful for the Justice before whom such officer may be brought either to discharge such officer if he think there is no sufficient ground for his detention or to order such officer to be detained in custody so as to be brought before two Justices at a time and place to be named in such order unless such officer give bail to the satisfaction of such Justice for his appearance before such Justices to answer the complaint of the company Provided nevertheless that no such proceeding against or dealing with any such officer as aforesaid shall deprive the company of any remedy which they might otherwise have against such officer or any surety of such officer. 58. The directors shall cause full and true accounts to be kept of all sums of money received or expended on account of the company by them and all persons employed by or under them and of the matters and things for which such sums of moncy shall have been reccived or disbursed and paid. 59. The books of the company shall be balanced fourteen days at least before each half-yearly general mecting of shareholders and forthwith on the books being so balanced an exact balance shect shall be made up which shall exhibit a true statement of the capital stock credits and property of every description belonging to the company and the debts due by the company at the date of making such balance shect. and a distinct view of the profit or loss which shall have arisen on the transactions of the company in the course of the preceding half-year and previously to each half-yearly general meeting such balance shect shall be examined by the directors or any three of their number and shall be signed by the chairman or deputy chairman of the directors. 60. 1853. 17° VIC. 301 Hunter River Railway Compony. 60. he books so balanced together with such balance sheet as aaeecte by share- aforesaid shall for fourteen days previous to each half-ycarly meeting hotders. and for one month thereafter be open for the inspection of the share- holders at the principal office or place of business of the company but the shareholders shall not. be entitled at any time except during the periods aforesaid to demand the inspection of such books unless in virtue of a written order signed by three of the directors. GL. 'The dircetors shall produce to the shareholders assembled Balnce shect to be at such half-yearly meeting the said balanee shect. applicable to the peony meetings period immediately preceding such mecting together with the report of the auditors thereon as hereinbefore provided. 62. The directors shall appoint a book-keeper to enter the Took kecher tw allow accounts aforesaid in books to be provided for the purpose and every inspect. eee such book-keeper shall permit any shareholder to inspect such books and to take copies or extracts therefrom at any reasonable time during one fortnight before and one month after every half-yearly mecting and if he fail to permit any such sharcholder to inspect such books or take extracts or copies therefrom during the periods aforesaid he shall forfeit to such sharcholder for every such offence a sum not excceding five pounds. 63. Previously to every half-yearly meeting at which a dividend § re pre- is intended to be declared the directors shall cause a scheme to be profits, suns prepared shewing the profits (if any) of the company for the period current since the preceding ordinary meeting at which a dividend was declared and apportioning the same and any surplus remaining undivided from any former period or so much thereof as they may consider applicable to the purposes of dividend among the sharcholders according to the shares held by them respectively the amount paid thereon and the periods during which the same may have been paid and shall exhibit such scheme at such ordinary meeting and at such meeting a dividend may be declared according to such scheme or of any such less amount as the mecting shall think fit. 64, The company shall not 'make any dividend whereby their Dividend not to be capital stock will be in any degree reduced 'Provided alw ays that the waite as to reduce word "dividend" shall not be construed to apply to a return of any portion of the capital stock with the consent of all the mortgagecs and bond creditors of the company due notice being given for that ] purpose at an extraordinary meeting to be convened for that object. 65. Before apportioning the profits to be divided among the power to dircetors sharcholders the directors may if they think fit set aside thereout such pet apart a fund sum as they may think proper to meet contingencies or for enlarging 5 repairing or improving the works connected with the undertaking or any part thereof and may divide the balance only among the share- holders. 66. No dividend shall be paid in respect of any share until all No dividend to be calls then due in respect of that and every other share held by the Pet when calls in person to whom such dividend may be payable shall have been paid. 67. Any summons or notice or any writ or other procecding at Service of notice law or in equity requiring to be served upon the company may be "P? comPany served by the same being left at or transmitted through the post directed to the principal office of the company or being given person- ally to the seeretary or in case there be no secretary then by being given to any one director of the company. 68. Notices requiring to be served by the company upon the Service by company sharcholders may unless expressly required to be served personally ° Shareholders. be served by the same being transmitted through the post directed according to the registered address or other known address of the sharcholder within such period as to admit of its being delivered in the due course of delivery within the period (if any) prescribed for the giving Notice to joint proprietors of shares. Authentication of notices. Proof of debts in bankruptcy. Power to make and alter by-laws. By-laws to be so framed as that penalties may be mitigated. Publication of such by-laws. 17° VIC. 1853. Hunter River Railway Company. giving of such notice and in proving such service it shall be sufficient to prove that such notice was properly directed and that it was so put into the post office Provided that this enactment as to the time of transmission shall not apply to shareholders resident out of the Colony but in every such case fourteen days notice at the least shall be given by advertisement in the New South Wales Government Gazette and in one or more newspapers published in the city of Sydney. 69. All notices directed to be given to the shareholders shall with respect to any share to which persons arc jointly entitled he given to whichever of the said persons shall be named first in the register of shareholders and notice so given shall be sufficient notice to all the proprictors of such share. 70. Every summons notice or other such document requiring authentication by the company may be signed by two directors or by the secretary of the company and need not be under the common seal of the company. 71. If any person against whom the company shall have any claim or demand become bankrupt or take the benctit of any Act for the relief of insolvent debtors it shall be lawful for the secretary or treasurer of the company in all proceedings against the estate of such bankrupt or insolvent or under any fiat sequestration or act of insolvency against such bankrupt or insolvent to represent the company and act in their behalf in all respects. 72. For the purpose of regulating the conduct of the officers and servants of the company and for providing for the duc manage- ment of the affairs of the company in all respects whatsoever and for the protection of the railways and other works of the company from trespass and injury and for regulating the travelling upon and using and working of the railways it shall be lawful for the company subject to the provisions hcrcin mentioned from time to time to make by-laws and regulations provided that such by-laws be not repugnant to the laws of the Colony or to the provisions of this Act and such by-laws shall be reduced into w: riting and shall have affixed thereto the common seal of the company and any person offending against any such by-law or regulation shall upon conviction before any two Justices of the Peace forfeit for every such offence any sum not excceding five pounds to be stated in such by-laws and regulations as a penalty for any such offence and if the infraction or non-observance of any such by-law or regulation as aforesaid be attended with danger or annoyance to the public or hinderance to the company in the lawful use of the railway it shall be lawful for the company summarily to interfere to obviate or remove such danger annovance or hinderance and that without prejudice to any penalty incurred by the infraction of any such by-law. 73. All the by-laws and regulations to be made by the com- pany shall be so framed as to allow the Justice or Justices before whom any penalty imposed thereby may be sought to be recovered to order a part only of such penalty to be paid if such Justice shall think fit. 74. The substance of such by-laws shall be painted on boards or printed on paper and affixed to such boards and hung up and affixed and continued on the tront or other conspicuous part of every wharf or station belonging to the company according to the nature or subject matter of suc he by- Jaws respectively and so as to give public notice thereof to the parties interested therein or affected thereby and such boards shall from time to time be renewed as often as the by- laws thereon or any part thereof shall be obliterated or destroyed and no penalty imposed by any such by-law shall be recoverable unless the same shall have been published and kept published in manner aforesaid. 75. 1853. 17° VIC. 303 unter River Railway Company. 75. Such by-laws when so published and affixed shall be such by-taws to binding upon and be observed by all parties and shall be sufficient to pation on all justify all persons acting under the same and for proof of the pub- lication of any such by-laws it shall be sufficient to prove that a printed paper or painted board containing a copy of such by-laws was affixed and continued in manner by this Act directed and in case of its being afterwards displaced or damaged then that such paper or board was replaced as svon as conveniently might be Provided that all such of the said by-laws and regulations as shall be applicable to other persons than the members of the said company and its officers agents workmen and servants shall not be binding on such persons until two months after they shall have been laid before the Governor of the Colony unless the said Governor shall before such period have signified his approbation thercof and that the said Governor shall have power at any time to disallow such by-law or reewation and thereupon the same shall not have or shall cease to have any force or effect in the law. 76. As soon as five thousand shares of the capital of the company When 5,000 shares shall have been actually subscribed for and ten thousand pounds paid Pant SON paid up up and not before it shall be lawful for the company and they are company may make hereby authorized and empowered by themselves their deputies agents" officers workmen and servants to commence to make and thereafter to complete and maintain a single or double line of railway with all proper works and conveniences connected therewith commencing at such point in or near Neweastle aforesaid as may appear convenient to the directors and terminating at such point in or near to Hast Maitland or West Maitland aforesaid as may also appear proper and convenient and it shall also be lawful for the company and they are hereby empowered if and in case they shall think proper so to do to extend or continue the said railway to any point or points beyond East Maitland and West Maitland aforesaid or cither of those places and to make and maintain any lateral or branch railway from the railway aforesaid or from such extension or continuation thereof as aforesaid and to procure and own such carriages steamboats and vessels as may be necessary to ply on the roads or in the waters of any rivers and with all other such proper works and convenicnces as aforesaid connected with the said extended or continued or branch railway. 77. Before commencing the line of railway by this Act autho- Before commencing rized to be made or any such extension or branch as aforesaid the canse map or plan of company shall by some qualitied engineer by them to be appointed ! and Hook ot ude, cause to be made and taken levels and surveys of the country and . lands through which such line of railway or such extension or branch is to be carried together with a map or plan of the said line and of the lands through which it is to pass and also a book of reference in which shall be set forth a description of the said several lands and the names of the owners and proprictors thercof so far as the same shall be known or can with reasonable diligence be ascertained with a description of the said lands setting forth the bearings of such railway or of such extension or branch as the case may require and the nature and quality state of cultivation the inclosures (if any) and the quantity of such land which may be required for the purpose of making such railway. 78. 'The said map or plan and book of reference shall be kept Map and book of | in the office of the company at Sydney and truc copies thercof signed posited with Clerks by the chairman of the directors shall be deposited with the Clerks o Petty Sessions. of Petty Sessions at Newcastle and East Maitland aforesaid and in case of the extension of such. railway or the formation of any branches in connection therewith the like copies shall be deposited with the Clerks of the Petty Sessions of any other district into or through which re Company to give notice of their inten- tion to make railway between certain places. Omissions in book of reference not to impede making the railway &. Power to enter upon and take lands. Remov