New South Wales: Sydney and Melbourne Steam Packet Company Act 1854 18 Vic (NSW)

1854. 18° VIC. Sydney and Melbourne Steam Packet Company. ANNO DECIMO OCTAVO VICTORIA REGINA. HK KK KK EK KK KK EK HK HE HK KK RK KK RHE K An Act to incorporate the Proprictors of a certain Company called '* The Sydney and Melbourne Steam Packet Company" and for other pur- poses therein mentioned. [20th September, 1854.] AY DEREAS a joint stock company called "The Sydney and Mel- / bourne Steam Packet Company " has been lately established at Sydney in the Colony of New South Wales under and subject to the rules regwations and provisions contained in a certain indenture or deed of settlement bearing date the tenth day of June one thousand eight hundred and fifty-three purporting to be a deed of settlement of the said company And whereas by the said indenture or deed of settlement the several parties thereto have respectively and mutually convenanted 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 title of "The Sydney and Melbourne Steam Packet Company" for the purpose of carrying on the business of trading with steam and other vessels in conveying Sypvey anp Men- BOURNE Stes! PAckeT ComPanY. Preamble. assengers and cargo between the Australian Colonies or between 5 5 ; them and the Colony of New Zealand or between all or any of the said Colonies and the harbours and coasts thereof respectively with full power to the directors for the time being of the company to purchase and build steam ships or vessels and to perform any other matter or thing whatsoever for the management conducting and carrying on thebusiness of the company And whereas it was by the said indenture or decd of settlement further agreed that the capital of the company should con- sist of one hundred thousand pounds to be contributed in five thousand shares of twenty pounds cach and of such further sum as a majority in number of the propr ictors present at a meeting to be called for the purpose might determine to be raised by the creation and allotment or salo of new shares of the like amount or any other amount as therein provided And whereas by the said indenture or deed of scttlement provision has been made for the payment of dividends and bonuses and for the disposal and application of the profits and also for the due management of the affairs of the said company And whereas the said company is desirous of being incorporated accordingly but subject to the provisions hereinafter contained Be it therefore enacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof as follows— 1. Such and so many persons as have already become or at Company incorpo- 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 rated. Confirmation of pro- visions of deed of settlement as by- laws of the company subject to this "Aet and the general laws. Corporation to have power to construct and repair steam vessels &c. whether the property of the company or not to erect machinery and to take apprentices. 18° VIC. 1854. Sydney and Melbourne Steam Packet Company. the purposes aforesaid but subject nevertheless to the conditions restrictions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of "The Sydney and Melbourne Steam Packet Company" and by that name shall and may sue any person or persons body or bodies politic or cor- porate whether a member or members of the said corporation or not and may be sued implead and be impleaded in all Courts whatsoever at law and in equity and may prefer lay and prosecute any indict- ment information and prosecution against any person or persons whomsoever for any stealing 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 securities or other property of the said company to be the money goods effects bills notes sccurities or other property of the said corporation and to designate the said company or co-partnership by its corporate name whenever for the purpose of any allegation of an intent to defraud or otherwise however such designation shall be necessary and the said corporation shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the said corporation. 2. The several laws rules regulations clauses and agreements contained in the said indenture or deed of settlement or to be made under or by virtue or in pursuance thereof are and shall be deemed and considered to be and shall be the by-laws for the time being of the said corporation save and except in so far as any of them are or shall or may be altered varied or repealed by or are or shall or may be inconsistent or incompatible with or repugnant to any of the provisions of this Act or any of the laws or statutes now or hereafter to be in force in the said Colony subject nevertheless to be and the same may be amended altered or repealed either wholly or in part in the manner provided in and 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 either under or by virtue of the said indenture or deed of settlement or by this Act in opposition to the general scope or true intent and meaning of the said indenture or deed of settlement or of this Act or of any of the laws or statutes in force for the time being in the said Colony. 3. It shall be lawful for the said corporation in addition to the power of purchasing and building steam ships or vessels as given them by the before-mentioned deed of settlement to construct and repair steam and other vessels machinery and boilers whether the property of the company or uot and for the directors for the time being of the said company from time to time to hire and employ all neces- sary workmen and servants and to take apprentices with or without a sum of money by way of premium to be paid by or on behalf of any such apprentice and to agree for the instruction of any such apprentice in the several branches of the business trade or handicraft so to be carried on by the said company and to provide proper persons to instruct such apprentice accordingly and to pay such wages and salaries to all such workmen servants and apprentices as shall be thought proper Provided that every indenture of apprenticeship entered into by the said company shall be entered into by and in the name of the chairman for the time being of the said company and upon every change of chairman of the said company every such apprentice shall thereupon be assigned to and become the apprentice of the person who shall succeed to the office of such chairman so as to afford to every such apprentice the same protection and remedy against such chairman as in ordinary cases between master and apprentice and it shall be lawful for any such apprentice to take legal proceedings 1854. 18° VIC. 367 Sydney and Melbourne Steam Packet Company. proceedings against the chairman of the said company in any Court and before any Justices of the Peace and the award or order made by any such Court or Justices shall be binding on the said corporation. 4, In all cases of legal proceedings service of notice thereof upon Service of notice on the chairman of the said company for the time being shall be deemed {ie,caiman te be and taken as good and sufficient service upon the said corporation. 5. It shall he lawful for the said corporation from time to timc Increase of capital. to extend or increase their capital for the time being by the creation allotment and disposal of new shares in the manner specified and _ set forth and subject to the rules regulations and provisions contained in the hereinbefore in part recited indenture or deed of settlement but so nevertheless that the total amount of all the new shares to be so from time to time created shall not together with the original capital exceed the sum of five hundred thousand pounds. 6. The capital or joint stock for the time being and all the Capital and shares funds and property of the said corporation and the several shares ' y therein and the profits and advantages to be derived therefrom shall be and be deemed personal estate and he transmissible accordingly subject to the regulations of the said indenture or deed of settlement. 7. The corporation shall not be bound in any manner by any Corporation not trusts or equitable interests or demands affecting any share or shares mists or equitable of the capital standing in the name of any person or persons as the interests affecting ostensible proprictors thereof or be required to take any notice of such ~ trusts or equitable interests or demands hut the receipt of the person or persons in whose name or names the share shall stand in the books of the corporation shall notwithstanding such trusts or equitable interests or demands and notice thereof to the said corporation be a good valid and effectual 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 interest or demands Provided always that nothing hercin 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 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. . It shall be lawful for the said corporation notwithstanding Limited power to any statate or law to the contrary and notwithstanding any clause or ée. provision herein contained to purchase take hold and enjoy to them and their suecessors for any estate term of years or interest any houses offices buildings lands and other hereditaments necessary or proper for the purpose of managing conducting and carrying on the affairs con- cerns and business of the said corporation and also to take hold and enjoy all houses offices buildings lands and hereditaments held by the said company before the passing of this Act and also to take and to hold until the same can be advantageously disposed of for the purpose of reimbursement only and not for profit any lands houses and other real estate which may he so taken by the said corporation in satisfaction liquidation or discharge of any debt due to the ¢ orporation. or in security for any debt or liability bond fide incurred or come under & previously and not in anticipation or expectation of such security but not for any other purposes and to sell convey assign assure and dispose of such houses offices buildings lands hereditaments and other real estate as occasion may require. 9. Power to other per- sons to convey real estate to the corpo- ration. No dividend to be taken out of the capital but from the profits only. Provisions as to actions or suits for calls and instal- ments, Calls and instalmentscontracts &c. made or done under the deed of settlement before this Act in operation not to be prejudiced by it. Liability of share- holders, In what matters cor- porate seal not required to be used. 18° VIC. 1854. Sydney and Melbourne Steam Packet Company. 9. It shall and may be lawful to and for all and every person or persons bodies pélitic or corporate who are or shall be otherwise competent to' grant sell alien and convey assure and dispose of unto and to the use of the said corporation and their successors for the purposes aforesaid or any of them any such houses officcs lands hereditaments and other real estate whatsoever as aforesaid accordingly. 10. No dividend or bonus shall in any case be declared or paid out of the subscribed capital for the time being of the said corporation or otherwise than out of the net gains and profits of the business. 11. In any action or suit to be brought by the said corporation against any proprietor or proprietors of any share or shares in the capital of the said corporation to recover any sum or sums of money due and payable to the said corporation for or by reason of any instal- ment or instalments call or calls made by virtue of this Act or of the said indenture or deed of settlement it shall be sufficient for the said corporation to declare and allege that the defendant or defendants being a proprietor or proprietors of such or so many share or shares in the capital of the said corporation is or are indebted to the said cor- poration in such sum or sums of money as the instalment or instal- ments call or calls in arrear shall amount to for such and so many instalment or instalments call or calls of such or so many sum or sums of money 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 matter and on the trial of such action or suit it shall not be necessary to prove how or in what manner such instalment or instalments call or calls became or were made payable or any other matter except that the defendant or defendants was or were a holder or proprietor or holders or proprietors of one or more share or shares in the capital of the said corporation and that such instalment or instalments call or calls was or were in fact duc and that the time fixed for the payment thereof was given as is directed by the said indenture or deed of settlement and the said corporation shall thercupon be entitled to recover what shall appear due. 12. Nothing herein contained shall prejudice or be deemed to prejudice any instalment due contract or other act deed matter or thing entered into made or done by the said company under or by virtue of the said indenture or deed of settlement before this Act shail come into operation but the same instalment call contract act deed matter or thing shall be as valid and effectual to all intents and purposes as if this Act had not been passed and may be enforeed in like manner as if the said company had been incorporated before the same instalment call contract act deed matter or thing had been made entered into or done. 18. In the event of the assets of the said corporation being insufficient to meet its engagements shareholders shall in addition to the amount of their subscribed shares in the capital of the said corpo- ration be responsible to the extent only of a sum cqual to the amount of their said shares. 14. 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 or proceeding and any person duly authorized and empowered under the corporate seal may without such seal execute any deed and do all such other acts matters and things as may be required to be executed and done on behalf of the said corporation and in con- formity with the provisions of the deed of settlement and of this Act. An