New South Wales: New South Wales Marine Assurance Company Act 1851 15 Vic (NSW)

New SourH Wass ManineE ASsuRANCE Company. Preamble. Company incorpo- rated. 15° VIC. 1851. New South Wales Marine Assurance Company. ANNO DECIMO QUINTO VICTORIA REGINA. An Act to incorporate the New South Wales Marine Assurance Company. [1st December, 1851. ] ;HEREAS a joint stock company called "The New South Wales Marine Assurance Company" has been lately established at Sydney in the Colony of New South Wales under and subject to the rules regulations and provisions contained in a certain deed of settle- ment bearing date the first day of October in the year of our Lord one thousand cight hundred and fifty-one purporting to be a decd of settlement of the said company And whereas by the said indenture or deed of settlement the several parties thereto have respectively and mutually covenanted and agreed to be and continue (until dissolved under the provisions in that behalf therein contained) a joint stock company or partnership under the name style and firm of "The New South Wales Marine Assurance Company "' for the purpose of effecting marine and other assurances of and upon vessels in harbour and at sea and of and upon the cargoes and property in and on board the same And whereas it was by the said deed of settlement agreed that the capital of the said company for carrying on and conducting the business thereof should consist of one hundred and fifty thousand pounds sterling and be divided into seven thousand five hundred shares of the amount of twenty pounds each but subject to be reduced as thereinafter and hereinafter provided And whereas by the said deed of settlement provision has been made for the due management of the affairs of the said company by certain directors already appointed and by other directors to be from time to time elected and appointed as their successors by the shareholders of the said company And whereas the whole of the capital of one hundred and fifty thousand pounds has been subscribed for and a deposit of ten shillings per share has been paid up And whereas the said company is desirous of being incorpo- rated and it is considered that it will be advantageous not only to the said company but also to the mercantile and shipping interests of New South Wales that it should be incorporated accordingly Be it therc- fore enacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof That such and so many persons as have already become or at any time or times hereafter shall or may in the manner provided by and subject to the rules regulations and provisions contained in the said indenture or deed of settlement become proprietors of shares of or in the capital for the time being of the said company shall for the purposes aforesaid but subject nevertheless to the conditions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of "The New South Wales Marine Assurance Company" 1851. 15° VIC. 187 New South Wales Marine Assurance Company. Company" and by that name shall and may suc any person or persons body or bodies politic or corporate whether a member or members of the said corporation or not and may be sued implead and he impleaded in all Courts whatsoever at law or in cquity and may prefer lay and prosceute any indictment information and prosecution against any person or persons whomsoever for any stcaling embezzlement fraud forgery crime or offence and in all indictments informations and prosecutions it shall be lawful to state the money and goods effects bills notes sccuritics or other property of the said company to be the money goods effects bills notes securities or other property of the said corporation and to designate the said company or copartnership by its corporate name whenever for the purpose of any allegation of an intent to defraud or otherwise howsoever such designation shall be necessary and the said corporation shall have perpctual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the said corporation. 2. And be it enacted That the several laws rules regulations Provisions of deed of clauses and agreements contained in the said indenture or decd of see ene scttlement or to be made under or by virtue or in pursuance thereof company subject to are and shall be the by-laws for the time being of the said corporation Be ae or the save and cxcept in so far as any of them are or shall or may be altered Colony. varied or repealed by or are or shall or may be inconsistent or incom- patible with or repugnant to any of the provisions of this Act or of any of the laws or statutes in force in the said Colony subject nevertheless to be and the same may be amended altered oy repealed either wholly or in part in the manner provided by the said indenture or deed of settlement but no rule or by-law shall on any account or pretence whatsoever be made by the said corporation cither under or by virtue of the said indenture or deed of settlement or of this Act in opposition. to the general scope or true intent and meaning of the said deed of settlement or of this Act or of any of the laws or statutes in force in the said Colony. 3. And be it enacted That it shall be lawful for the said corpo- Nature of the ration subject to all the restrictions and provisions herein contained Soa nets of to carry on the )usiness of effecting marine and other assurances of and upon vessels in harbour and at sea and of and upon the cargoes and property in and on board the same and also with the capital advaneed and with the accumulating premiums to discount pro- missory notes and bills of exchange and in the corporate name of the said company to invest in Government sccurities and in such other way consistently with the provisions hereof as to the directors may scem. best for the interests of the company but it shall not be lawful Restrictions in the for the said corporation to hold shares in its own stock except as here- tion of the corpo- inafter provided nor to advance or lend to any proprictor of shares in the capital of the said company any sum of moncy on the security of his shares nor on any trading or mercantile speculation or busincss whatsoever not fully within the ordinary and legitimate purposes and operations of a marine assurance company including the investment and employment of its capital and accumulating premiums in such manner as to produce interest thercon and to be readily convertible and available when required for the purpose of meeting losses —Pro- Proviso thereon. vided that nothing herein contained shall invalidate the lien secured by the decd of settlement to the company over the shares belonging to any proprietor becoming indebted or coming under engagements to the corporation or making default in the fulfilment of any covenants in the deed of scttlement contained or prevent the corporation from holding shares forfeited under the provisions of such deed of settle- ment for the purpose of restoration to the owner or of sale as pro- vided in such deed. 4, Corporation may diminish capital with the sanction of the Governor. Capital and shares to be personalty, Corporation not bound to notice trusts or equitable intevests affecting shares. Power to take and hold lands &c, 15° VIC. 1851. New South Wales Marine Assurance Company. 4, And be it enacted That it shall be lawful for the directors of the said corporation to diminish the capital for the time being of the company cither by the purchasc and extinguishment of shares or by a rateable return of capital to the sharcholders if it shall appear that there is no immediate or prospective employment for the full amount thereof and also to revive and re-issue the extinguished shares and again call for the returned capital if the said directors shall at any subsequent time think it advisable to do so Provided that when such diminution of capital shall be made public notification of the fact shall be immediately given in the New South Wales Government Gazette and in one daily newspaper published in the city of Sydney with the sanction and approbation of the Governor for the time being of the Colony and that full publicity shall be given to the fact of such diminution having been made. 5. And be it enacted That the capital or joint stock for the time being and all the funds and property of the said corporation and the several shares therein and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be transmissible accordingly subject to the regulations of the said indenture or deed of settlement. 6. And be it enacted That the corporation shall not be bound in any manner by any trusts or equitable interests or demands affecting any share or shares of the capital standing in the name of any person or persons as the ostensible proprietor thereof or be required to take any notice of such trusts or equitable intcrests or demands but the receipt of the person or persons in whose name or names the shares shall stand in the books of the corporation shall not- withstanding such trusts or equitable interests or demands and notice thereof to the said corporation be a good valid and conclusive discharge to the corporation for or in respect of any dividend or other money payable by the said corporation in respect of such shares and a transfer of the said shares by the person or persons in whose name or names such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said corporation against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that it shall be com- petent to the board of directors of the said corporation if they shall think fit to do so to withhold payment of the dividends on any such shares and to refuse to sanction the transfer of such shares in any case in which the said corporation shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the said board of directors to be well-founded 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 any money payable thereafter by the corporation in respect of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other money by the corporation or the transfer of such shares by the person or persons in whose name or names they may stand to such other person or persons as such Court may think fit. 7. And be it enacted That it shall be lawful for the said cor- poration notwithstanding any statute or law to the contrary to purchase take hold and enjoy to them and their successors for any estate term of years or interest any houses offices buildings lands and other here- ditaments necessary or expedient for the purpose of managing con- ducting and carrying on the affairs concerns and business of the said corporation and also to take and to hold until the same can be advan- tageously disposed of for the purposes of reimbursement only any lands houses and other real estate merchandise and ships which may be 13851. 15° VIC. 189 New South Ww ales Marine Assurance Compan. y- he so taken by the said corporation in satisfaction liquidation or discharge of any debt duc to the corporation or in security for any debt or 'Viability and to sell convey assign assure and dispose of such houses offices buildings lands hereditaments and other real. estate mer chandise and ships as oceasion may require. And be it enacted That it shall and may be lawful to and power to other per. for all and every person or persons bodies politic and corporate who ss fe convey one. are or shall be otherwise competent to grant sell alien and convey ration. assign assure and dispose of unto and to the use of the corporation and their successors for the purposes aforcsaid or any of them any such houses offices lands hereditaments and other real estate whatso- ever as aforcsaid accordingly. 9. And be it enacted That it shall be lawful for the board ¢6f Corporation may directors from time to time as occasion shall arise for raising moncy aise money for the for the purposes of the business of the corporation to negotiate such poration. of the bills or promissory notes for the time being held by the com- pany as they may consider advisable or to assign or scll any security belonging to the said corporation and the endorsement of such bills or promissory notes by any two or more directors for and on behalf of the corporation shall be binding against every member thereof. 10. And be it enacted That no dividend shall in any case be No dividend to be declared or paid out of the subscribed capital for the time being of patie cite id the the said corporation or otherwise than out of the net gains and profits profits only. of the business. And he it enacted That general half-ycarly meetings of the Anditors to be proprietors of the capital of the corporation shall be held in the Seated at enor t respective months of April and October in every year and that at onc on affairs of of such mectings in every ycar two proprictors 'shall be elected to be Py: auditors of the accounts of" the corporation for the year next ensuing and that within three weeks next before every such half yearly meet ing the auditors for the time being shall fully examine into the state of the accounts and affairs of the corporation and shall make a just truc and faithful report thereon which shall be submitted by them to the directors of the corporation one week previously to such meeting and which shall be by such directors submitted to the proprietors at every mecting and that the said auditors shall and they are hereby required to make a declaration before a Justice of the Peace that such report is to the best of their respective knowledge and belicf a just. true and faithful report and statement of the accounts and affairs of the company. 12. And be it enacted That if such examination into or report Penaltiesfor neglects on the state of the accounts or affairs of the corporation as herein- 1 "eet of audits. before required to be made by auditors shall be neglected to be made the said corporation shall for every such offence forfeit and pay to Her Majesty for the public uses of the said Colony the sum of one hundred pounds to be recovered by action of debt in the Supreme Court and if any such auditors shall at any time knowingly make or concur in a false or deceptive report on the state of the accounts or affairs of the corporation such auditor shall for every such offence forfeit and pay to Her Majesty for the public uses of the Colony the sum of two hundred pounds to be recovered in the Supreme Court and if any such auditor shall make a declaration to any such false or deceptive report knowing the same to be false and deceptive he shall be deemed guilty of perjury and shall be liable to all the pains and penalties provided by the law for such offence. 13. And be it enacted 'That if any action or suit to be brought Provision as to by the said corporation against any proprietor or proprictors of any g"5 "8 share or shares in the capital of the said corporation to recover any sum or sums of money duc and payable to the said corporation for or by 190 15° VIC. 1851. New South Wales Marine Assurance Company. by reason of any call or calls made by virtue of this Act or of the said indenture or decd of settlement it shall be sufficient for the said corporation to declare and allege that the defendant or defendants being a proprictor or proprietors of such or so many share or shares in the capital of the said corporation is or are indebted to the said corporation in such sum or sums of money as the call or calls in arrear shall amount to for such and so many call or calls of such or so many sum or sums of moncy upon such or so many share or shares belonging to the said defendant or defendants (as the case may be) whereby an action hath accrued to the said corporation without setting forth any special mattcr and on the trial of such action or suit it shall not be necessary toprove the appointment of the directors or any of them who made such call or calls or any other matters except that the defendant or defendants at the time of making such call or calls was or were a proprietor or proprietors of some share or shares in the capital of the said corporation and that such call or calls was or were in fact made and that such notice thereof was given as is directed by the said indenture or deed of settlement and the said corporation shall there- upon be entitled to recover what shall appear due. Secretary of the cor- 14, And be it enacted That the secretary for the time being of oration to causes the corporation shall within fifteen days from the first day of January their respective in every year cause a true list of the names of all the then existing Meee Stir bee members of the company with their respective placcs of abode and filed in office for the designation to be recorded upon solemn declaration (which may at Bydacy uedor a be taken before and administered by any registration officer or Justice penalty, of the Peace) in the office for the registration of deeds at Sydney and the same shall be open to inspection at all reasonable times by any person requiring the same on payment of a fee of one shilling and if such sceretary shall fail to cause such list to be so recorded or if the same shall be wilfully incorrect or imperfect he shall be liable to a penalty of one hundred pounds to be recovered by action of debt in the Supreme Court by any person or persons suing for the same Provided always that such action shall be commenced within two years from the time when the offence shall have been committed and that nothing herein contained shall make such seerctary liable to such penalty for any omission or crror on account of any member changing his place of abode or of any transmission of shares by death marriage of a female proprictor bankruptcy insolvency or lunacy if such secre- tary shall not have received notice of the same respectively. Persons so recorded 15. And be it enacted That every person whose name shall be to be considered ~~ recorded shall be considered to be and to have been a member of the company. said company during the year for which such list was recorded and until a new list of the names of the proprietors shall have been so recorded as aforesaid or until he shall have retired and shall have given notice of his retirement by a memorandum to be recorded in the said office for the registration of deeds at Sydney and shall have caused the word " retired " together with the date of such retirement to be written by one of the registration officers against his name in the said list. Execution upon 16. And be it enacted That execution upon any deercc order xomporation may be Ot judgment in any action suit or other procceding obtained against issued against any the said corporation may be issued against and levicd upon the goods and chattels lands and tenements of any person who shall appear by any such recorded list of proprictors to be a member of the company at the time of such execution or to have been a member thereof at. the time when the cause of such action suit or other proceeding arose Provided always that no such execution shall issue against any pro- prietor or former proprietor except upon an order of the Court. in which the action suit or other proceeding shall have been brought or 1851. 15° VIC. 191 New South Wales Marine Assurance Company. or instituted made upon motion in open Court after reasonably sufficient notice in writing to the persons sought to be charged and upon. such notice such Court may order execution to be issued accord- ingly but may refuse such order as against cither an existing or former proprictor if it shall appear that proper means have not been taken for obtaining satisfaction out of the gencral funds of the corporation and may if it shall think fit refuse such order as against a retired pro- prictor if it shall appear to such Court that recourse is attempted to be had against such retired proprictor without sufficient grounds for apprehending that satisfaction could not be readily obtained from the corporation or from the proprictors for the time being. 17. And be it enacted That a copy of the decd of copartnership Notarial copy of and settlement of the said company certified and attested under the eet of settlement to hand and seal of some notary public to be a true transcript of the original deed of copartnership and scttlement of the said company shall be received as legal evidence of the contents of such deed of co- partnership and settlement in all Courts of Law Equity Admiralty Vice-Admiralty and in. all Courts of inferior jurisdiction in the Colony of New South Wales without any further proof thereof. 18. And be it enacted That the directors for the time being of Custody and use of the said corporation shall have the custody of the common seal of the °P* *!- said corporation and that the form thercof and all other matters relating thereto shall from time to time be determined at a board of directors of the said corporation in the same manner as is provided in and by the said indenture or decd of settlement for the determination of other matters by the board of directors of the said company and the directors present at a board of directors of the said corporation shall have power to use the common seal of the said corporation for the aflairs and concerns of the said corporation and under such seal to authorize and empower any person without such seal to execute any decds and do all or any such other matters and things as may be required to be executed and done on behalf of the said company and in conformity with the provisions of the deed of settlement and of this Act but it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the company or for the appointment of an attorney or solicitor for the prosecution or defence of any action. suit ox proceeding. 19. Provided always'and be it enacted That nothing in this Act saving the rights of contained shall _be deemed to affect or apply to any right title or [yr Mutya interest of Ter Majesty Her Icirs or Successors or any body or bodies mentioned in this politic or corporate or of any person or persons except such bodics 4% politic or corporate and other persons as are mentioned in this Act and those claiming by from or under them. 20. And be it enacted That this Act shall be deemed and taken This Acttobedeemed to be a public Act and shall be judicially taken notice of as such by * ble Act. the Judges of the Supreme Court of New South Wales and by all other Judges Justices and others within the Colony of New South Wales and its dependencies without being specially pleaded. An