New South Wales: Royal Exchange Company Act 1837 8 Wm IV (NSW)

Royat. Exonance Souremnce An Act for facilitating Proceedings by and against " The Royal Exchange Company" and for other purposes therein mentioned. [13th September, 1837. | Preamble. HEREAS several persons have formed themselves into a joint stock company in Sydney for the purpose of erecting an Exchange And whereas difficulties may arise in the prosecution of actions and suits by and against the said company and prosecuting persons who may counterfeit steal or embezzle the bills notes bonds Actions at law to be Mortgages moneys goods chattels or effects of the said company Be Secretary ofthe it therefore cnacted by His Excellency the Governor of New South Wales with the advice of the Legislative Council That from and after the passing of this Act all actions and suits and all proceedings at law or in equity to be commenced instituted and prosecuted or carried on by or on behalf of the said company or wherein the 1837. 8° GUL. IV. 59 Royal Exchange Company. the said company is or shall be in any way concerned against any person or persons body or bodics politic or corporate and whether a member or members of the said company or otherwise shall and may be lawfully commenced instituted and prosecuted or carried on in the name of the person who shall be Scerctary of the said company at the time any such action suit or proceeding shall be commenced or instituted as the nominal plaintiff complainant or petitioner for or on behalf of the said company and that all actions suits or proceedings aforesaid to be commenced instituted or prosecuted against the said company shall he commenced instituted or prosecuted against the Scerctary for the time being of the said company as the nominal defendant for and on behalf of the said company and that in all criminal prosccutions to be instituted or carried on by or on behalf of the said company for fraud upon or against the said company or for embezzlement robbery sicaling ov counterfeiting the bills notes bonds moncys goods chattels ecifects or property of the said company or for any felony misdemeanor or other offence in which the said company shall or may be concerned it shall be lawful to state the property of the said company to he the property of such Scerctary for the time being of the said company and any offence committed with intent to injure or defraud the said company shall and lawfully may in any prosecution for the same be stated or laid to have been committed with intent to injure or defraud such Scerctary for the time being of the said company and any offender or offenders may be there- upon lawfully convicted of any such offence and the death resignation or removal or other act of such Secretary shall not abate any such action suit or prosecution but the same may be continued where it left off prosecuted and carried on in the name of any person who may be or become Sceretary of the said company for the time being Pro- vided nevertheless that the body or goods chattels lands or tenements of such Scerctary shall not by reason of his being defendant in any such action or suit be liable to be arrested seized detained or taken in execution and provided that all costs and expenses to be incurred by such Scerctary in prosecuting or defending any action or suit. for and on behalf of the said company shall be defrayed out of the funds of the said company. 2. And be it further enacted That if the said company shall The company may have a cause or causes of actions against any person or any person. shall members of the. have a cause or causes of action against the said company it shall and pee a the may be lawful for the said company to suc such person or for such person company. to sue the said company in any court of law or equity notwithstanding such person may be a sharcholder or member of the said company. 8. And be it further enacted That 2 memorial of the name Memorial of the of the Scerctary of the said company in the form or to the effect. for tary to be eet that purpose set forth in the Schedule hereunto annexed signed Dy im the Supreme such Sceretary of the said company and a majority of the Committee of Wales aud renewed Management of the said company shall be recorded upon oath in the tap ehell Tew Beare Supreme Court of New South Wales within thirty days after the pass- ing of this Act and when and as often as any person shall be newly elected Secretary thereof a memorial of the name of such newly elected Seerctary in the same form or to the same effect as the above-men- tioned memorial signed by such newly clected Sceretary and by a majority of the members of the Committee of Management of the said company at: the time of the election of such new Secretary shall in like manner be recorded upon oath in the said Supreme Court within thirty days next after such Sceretary shall be elected. 4. Provided always and be it further enacted That until such No action to be . . ' . . . , . , brought until memorial as hereinbefore first' mentioned be recorded in the manner pomerial be herein directed no action suit or other proceeding shall be brought by the recorded. said The Secretary and other officers of the said company to give evidence not- withstanding inter- est in the same. Execution upon any judgment may be issucd against any member of the com- pany who shall have his remedy against the other members. Bonds &c., taken in the name of the Secretary may be put in suit in the name ofthe Secretary to whom originally made or in the name of the Secretary for the time being. 8° GUL. IV. 1837. Royal Exchange Company. said company in the name of the Secretary of the said company as aforesaid under the authority of this Act. 5. Provided always and be it further enacted That in all actions suits petitions or other proceedings in which the said Secre- tary for the time being shall be on behalf of the said company and under and by virtue of this Act plaintiff complainant or petitioner or defendant it shall and may be lawful for the said Secretary for the time being or for any other officer engaged in the exccutive duties of the said company to give evidence in such action suit petition or other proceeding notwithstanding the name of such Secretary for the time being shall be used as plaintiff complainant petitioner or defendant and notwithstanding that such Secretary for the time being or other officer as aforesaid shall or may be interested in the result of such action suit petition or other procecding as a shareholder or copartner in the said joint stock company. 6. Provided always and be it enacted That execution upon any decree or judgment in any such action suit petition or other procccd- ing obtained against the Secretary for the time being of the said com- pany whether he be plaintiff or defendant therein may be issued against, and levied upon the goods and chattels lands and tenements of any member or members whatsoever of the said company in like manner and not otherwise than if such decree or judgment had been obtained against such member or members personally Provided always that every such Secretary in whose name any such action suit petition or other proceeding shall be commenced prosecuted carried on or defended and every such member or members against whose goods and chattels lands and tenements execution upon any judgment or decree shall be issued or levied as aforesaid shall always be reimbursed and paid out of the funds of the said company all such damages dues expenses costs and charges as by the event of any such proceedings such Secretary or member or members shall or may be put unto or become charge- able with and all such remedies shall be allowed as between the several members of the said company for the time being as if this Act had not been passed. 7. And be it further enacted That all bonds mortgages warrants of attorney and other securities not being assignable in law which have been or shall or may at any time hereafter be taken in the name of any person as Secretary of the said company for or on account of the said company shall and may be put in suit and be held sued or prosecuted upon at law or in equity in the name of the Seerctary in whose name the same may have been taken or in the name of any person who shall or may succeed to that office and be the Scerctary of the said company at the time such proceeding or proceedings shall be instituted notwithstanding the name of any such succceding Secretary be not inserted in such bond mortgage warrant of attorney or other such security as an obligec mortgagee assignee or payee of the sum or sums of money therein mentioned and the death resignation removal or other act of any such Secretary of the said company for the time being in whose name any such bond mortgage warrant of attorney or other security as aforesaid shall be so put in suit shall not abate any action suit or other proceeding had thereon but the same may be continued where it left off and be prosecuted and carricd on in the name of any person who may succeed to that office or be or become the Secretary of the said company for the time being and the legal estate in all lands and tenements belonging or mortgaged to the said company and all legal rights and capacities in respect of the said company shall become vested in such new Secretary as aforesaid to all intents and purposes immediately upon the recording of the memorial of the name of such new Secretary in the said Supreme Court and so on. 1837. 8' GUL. IV. 61 Royal Exchange Compaiy. Hh J on toties quoties whensoever any new appointment or election of a Seeretary shall take place and such new memorial thereof shall be enrolled as aforesaid. S. And be it further enacted That it shall be lawful for the The company may said company to take a grant from the Crown in the names of the a by grant several members of the Committee of Management and to contract for dispose thereof for and purchase in fee simple any lands tenements or hereditaments for coma ses of the the purposes of this Act but for no other purpose provided that the said company do not possess at any one time more than ten acres in the whole. 9. And be it further enacted That it shall be lawful for the Powertolend money said company from time to time to invest any part of their capital in on the Sate of the loan of money on bonds bills of exchange promissory notes mort- estates. gages of real or chattel estates or other securities. 10. And he it further enacted That upon payment of the money 01 payment of mert- agreed to be lent and advanced on mortgage all the estate right title Oyo Votclin the interest use trust property claim and demand in law or in equity of Committoc of the the party or parties or person or persons respectively to whom or to SP" whose use the same shall he paid of in to or out of any messuages lands tenements and hereditaments so agreed to be mortgaged shall according to such terms as may be agreed upon vest in the Committee of Management of the said company for the time being and their respective successors for effecting the uses and purposes of this Act. 11. And be it further enacted That all agreements conveyances All conveyances &e. leases releases assignments surrenders mortgages covenants reccipts for Py Oh ee one ot money and other documents to be made given or granted by the said the Conmittec. company relating to any lands tenements or hereditaments which may be or become vested in the said company or in the Committee of Management thercof shall be made and executed by any three or more of the Committce for the time being of the said company and the same shall be binding upon the said company and the capital stock thereof and pass the estate of the said company or the members of the Com- mittee thereof in whom such estate may have been vested as effectually as if the same instrument or instruments had been made and exceuted by the person or persons in whom the estate in the premises had been originally vested for the said company. 12, And be it further enacted That the moneys arising from Proceeds of lands to the sale of such lands tenements and hereditaments shall be applied Fe ee ied tae come and disposed of by the said Committce for the purposes of the said pany. company. 18. And be it further enacted That it shall and may be lawful Deeds &e. signed by for the Committee of Management of the said company for the time initteo tu be valid. being or any three of them to sign and exceute all deeds bonds and other instruments and to endorse any bills of exchange and promissory notes for the purpose of effectuating the purposes of the said company and all decds and other instruments so signed and executed for the purposes aforesaid shall be in every respect good valid and binding upon the said company. 14. And be it further enacted That the moneys goods chat- Moneys &e. an- tels and effects of the said company and their successors shall be 8¥eble for debts. answerable and subject for the just debts liabilities engagements and demands of the creditors of and contractors for the said company. 15. And be it further enacted That the shares in the said come shares to he deemed pany shall be and be deemed personal estate and as such personal Personal estate. estate shall he transmissible accordingly. 16. And be it further enacted That it shall at all times be Shareholders may lawful for any person to assign transfer or dispose of his or her share transfer their shares. or shares or interest in the said company to any other person or persons in such manner and form or on such terms and conditions as the deed of 62 8° GUL. IV. 1837. Royal Exchange Company. of settlement or regulations of the said company shall direct and appoint. Act {obo at all times 17. And be it further enacted That the provisions in this Act ing change of pro. contained shall extend and be construed deemed and taken to extend Prictors. to the said company at all times during the continuance of the samc whether the said company be now or hereafter composed of some all or ' any of the persons who were the original or are the present members thereof or of all or some of those persons together with some other person or persons or shall be composed altogether of persons who were not original nor are now members of the same. Company not in- 18. Provided always and be it further enacted That nothing corporated by this : : Act. herein contained shall extend or be deemed taken or construed to extend to incorporate the members or proprietors of the said company or to relieve or discharge them or any of them from any responsibility duties contracts or obligations whatsoever which by law they now are or at any time hereafter shall be subject or liable to either between the said company and others or between the individual members of the said company or any of them and others or among themselves or in any other manner whatsoever except so far as the same is effected by the provisions of this Act and the true intent and meaning of the same. In case of dissolution 19. And be it further enacted That notwithstanding the said estates to remain company should at any time hereafter become dissolved by effluxion {pated in the Inst of time or otherwise all the undisposed of estates chattels and effects disposed of by them. of the said company real as well as personal shall still remain vested in the persons who were its last Committee of Management in the same way in all respects as such estates chattels and effects were vested in them just before the happening of such dissolution and shall as soon as conveniently may be after such dissolution be sold and disposed of by such Committee of Management or any three of them and the moneys arising from such sale shall be divided amongst the several persons who were members of the said company at the time of its said dissolu- tion according to their respective interests therein. Plaintiff not to be ' 20. And be it further enacted That in any action to be brought proof of record of DY any Secretary of the said company by virtue of this Act the plaintiff memorial. therein shall not be nonsuited nor shall a verdict be given against the plaintiff for want of proof of the record of such memorial or memorials as hereinbefore mentioned but in case the defendant in any such action shall make it appear on such trial that no such memorial or memorials hath or have been recorded then a nonsuit shall be entered in such action. Nothing in this Act 21. Provided always and be it further enacted That nothing in apply to any right. this Act contained shall be deemed to affect or apply to any right title &c. of His Majesty or interest of His Majesty His Heirs and Successors or of any body or or any bodies politic or corporate, bodies politic or corporate or of any other person or persons excepting such as are mentioned therein or of those claiming by or under him or them. This Act not to take 22. And be it further enacted That this Act shall not com- cfort until the same mence or take effect until the same shall have received the Royal the Royal assent. approbation and the notification of such approbation shall have been made by His Excellency the Governor for the time being in the New South Wales Government Gazette. This Act to be 28. And be it further enacted That this Act shall be deemed Ac. ~~ and taken to be a public Act and shall be judicially taken notice of as such by 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. SCHEDULE 1837. 8° GUL. IV. Royal Hxchange Company. SCHEDULE REFERRED TO. Memortat of the name of the Sceretary of " The Royal Exchange Company" to be recorded in the Supreme Court of New South Wales pursuant to an Act of the Governor and Council passed in the cighth year of the reign of His Majesty King William the Fourth intituled "An Act for facilitating Procecdings by and against 'The Royal Exchange Company' and " for other purposes therein mentioned." A. B. Secretary. C. D. Chairman. E. F P. Q. G. H. R. 8. I. K, Directors. T.U. L. M. V.W. N.O X. Y. of Sydney gentleman of the above-named company maketh oath and saith that he was present and did see the foregoing memorial signed by the above-named Secretary and Directors respectively whose names appear thereto. Sworn this day of A. pd. 18