New South Wales: Sydney Exchange Company Act 1851 15 Vic (NSW)

svoxey Excuaxot A) Act for the incorporation of a Company Company, Preamble. called "The Sydney Exchange Company." [19th December, 1851. ] A 7] HEREAS the erecting and maintaining a building in the city of Sydney in the Colony of New South Wales to be uscd as an Exchange or place of resort wherein merchants and other persons concerned in commerce may conveniently meet for the purpose of con- ferring upon and transacting commercial affairs and for other purposes incidental thereto would he of great public utility and it is deemed advisable to give encouragement to such enterprising persons as may be willing to erect and maintain such building by granting to them an Act of incorporation and conferring upon the corporation the privileges and advantages hereinafter mentioned And whereas the persons hereinafter particularly mentioned have associated themselves for the purpose of erecting and maintaining an Exchange and are desirous of obtaining an Act of Incorporation Be it therefore enacted by His Excellency the Governor General of New South Wales with the advice Proprietors incorpo. ANd consent of the Legislative Council thereof That Joseph Scaife rated by the name of «The Sydney Ex- change Company." Willis John William Gosling John Walker Alexander Campbell Joshua Richmond Young John Gilchrist George Thorn Thomas Whistler Smith George Rees and David Jones all of Sydney in the Colony of New South Wales gentlemen and all and every other person and persons who shall hereafter become subscribers to the capital of the said undertaking and their several and respective executors adminis- trators and assigns are and shall be united into a company for erecting and maintaining a building in the city of Sydney aforesaid to be used as an Exchange or place of resort wherein merchants and other persons : concerned. 1851, 15° VIC. 223 Sydney Exchange Company. coneerned in commerce may conveniently mect for the purpose of conferring upon and transacting commercial affairs and for other purposes incidental thereto or by this Act authorized and for that purpose shall be one body corporate by the name and style of " The Sydney Exchange Company' and by that name shall have perpetua succession and shall have 2 common'seal and by that name shall and seal. may sue and be sued plead and be impleaded answer and be answered Power te sue and be defend and be defended in all Courts and places whatsoever and the said company shall have power and authority from and after the passing of this Act and at all times hereafter to purchase and hold lands tenements and hereditaments to them and their successors and holt lands &c. assigns for the use of the said undertaking and generally for the purposes of carrving this Act into effect and also to sell and 'dispose of the said lands tenements and hereditaments again in manner by this Act directed without incurring any penalties or forfeitures and also that. the said company shall from time to time and at all times have full power and authority at any general half-yearly or special gencra meeting convened as hereinafter mentioned to constitute make ordain and make by-laws and establish and thereafter to alter and amend such by-laws regula. © tions and ordinances as may be deemed necessary for the good rule and government and management of the said company and its property and for the well governing of the directors auditors officers and other persons employ' ed by the company Provided that such by-laws regula- tions and ordinances he not inconsistent herewith or with any laws in foree in this Colony or repugnant to the laws of England. 2. And be it enacted That the original capital stock of the Capital. company hereby established shall be ten 'thousand pounds sterling and shall be divided into one thousand shares of ten pounds cac h with power to increase such capital as hereinafter mentioned and such shares shall be numbered consecutively according as the same are allotted and issued and every such share shall always he distinguished by the number to be applied to the same 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 whose names shall be entered in "The Register of Shareholders" hereinafter mentioned and their several and respective executors administrators and assigns and immediately upon taking any share or shaves the Periods and amounts person taking the same shall pay to the "secretary or other proper reals officer of the said company the sum of ten shillings sterling for every share which shall be so taken and such person his executors adminis- trators or assigns shall pay the remaining amount of every such share to such person or persons and in such parts or proportions and at such times (not being less than thirty days after notice) as the directors of the said company shall think fit and from time to time call for and require and on demand by the holder of any share the directors shall cause a certificate under the seal of the said company of the proprictor- ship of such share to be delivered to such shareholder and the same shall be according to the form in the Schedule A to this Act annexed or to the like effect and that the said shares shall be and be deemed shares tobe personal personal estate and transferable and transmissible accordingly and tte. that every such share shall entitle the holder thereof to a propor rtionate part of the profit and dividends of the said company. 3. 'And he it enacted That the said directors shall as soon as the Resiste same can be done cause the names additions and addresses of the "es! several proprictors of shares in the capital stock of the said company together with the number of shares to which they shall be respectively entitled and also the proper number by which every such share shall be distinguished and the amount of the subscriptions paid thereon to be fairly and distinctly entered in a register book to he kept in the office Shares may be sold. Form of conveyance. Evidence of property in shares, 15° VIC. 1851. Sydney Exchange Company. office of the said company for that purpose and to be called "The Register of Shareholders" to the end that each proprietor for the time being and his interest in the company may be known and that when and so often as any change of ownership in such shares shall take place by transfer or otherwise such change of ownership shall be duly entered in the said book and thereupon the name addition and address of the new proprietor shall be entercd in the said register in the place and stead of the transferror. 4, And be it enacted That it shall be lawful for the proprietor of any share in the said undertaking and his executors or administrators to sell and dispose of any share to which he shall be entitled therein subject to the provisions herein contained and the form of conveyance of shares may be in the following words or to the like effect varying the names and descriptions of the contracting parties as the case may require— "«T of in * consideration of paid * to me by of "do hereby bargain sell assign and transfer to the said " share (or shares as the case may "* be) numbered of and in ' The Sydney ** Exchange Company' to hold unto the said ** his executors administrators and assigns and I the said " do hereby agree to accept and take the said * share (or shares) subject to the rules orders restrictions "and conditions to which the same were subject in the ** hands of the said ** As witness our hands and seals the day * of AD 18 ." And in every such case the said deed or conveyance being duly executed shall be delivered to the secretary or other proper officer of the said company to be kept by him and the said secretary or other proper officer shall enter a memorial of such transfer and sale for the use of the said company in a book to be kept for that purpose and shall endorse such entry on the conveyance and shall on demand deliver a new certificate to the purchaser and for every such entry together with such endorsement and certificate the company may demand any sum not exceeding two shillings and sixpence and on the request of the purchaser of any share an endorsement of such transfer shall be made on the existing certificate of such share instead of a new certi- ficate being granted and such endorsement being signed by the secretary or other proper officer of the said company shall be considered in every respect the same as a new certificate and until such transfer shall be so delivered to the secretary or other proper officer as aforesaid the vendor of the share shall continue liable to the company for any calls that may be made upon such share and the purchaser or purchasers of the share shall not be entitled to receive any share of the profits of the said undertaking or to vote in respect of such share and after the transfer of any share or shares the trans- ferree thereof shall be liable in respect of all debts and contracts previously incurred or entered into by the said company in the same manner as if he had been then a proprietor provided that the trans- ferror shall not by reason of any such transfer be absolved from his liability to strangers in respect of debts and contracts so incurred and entered into whilst he was a shareholder in the said company. 5. And be it enacted That a certificate of the proprietorship of any share in the said company under the seal of the said company as aforesaid shall be admitted in all Courts as prima facie evidence of the title of the person named therein as the proprietor his executors or 1851. 15° VIC. 225 _ Sydney Exchange Company. or administrators to the share therein specified but the want of such certificate shall not hinder or prevent the holder of any share from dis- posing thereof or receiving his share of the profits in respect thercof. 6. And be it enacted That no sharcholder shall sell. or transfer meer Shares any share which he shall possess in the said company after any call Calls due. shall have been made by the said directors for any sum or sums of money in respect of such share unless he at the time of such transfer shall have paid or discharged to the seerctary of the said company or to such other person as the directors shall authorize to receive the same the whole and entire sum of money which shall have been called for in respect of such share so to be sold and transferred and the interest duc thereon if any. 7. And be it further enacted That the company shall not be Company not bound bound in any manner by any trusts or equitable interests or demands equitable interests affecting any share or shares of the capital standing in the name of necting shares any person or persons as the ostensible proprietor thereof or be required to take any notice of such trusts or equitable interests or demands but the receipt of the person or persons in whose name or names the shares shall stand in the books of the company shall not- withstanding such trusts or equitable interests or demands and notice thereof to the said company be a good valid and conclusive discharge to the company for or in respect of any dividend or other moncy payable by the said company in respect of such shares and a transfer of the said shares by the person or persons in whose name or names such share shall so stand shall notwithstanding as aforesaid be binding and conclusive so 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 be competent to the board of directors of the said company if they shall think fit so to do 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 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 said board of 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 money payable thereafter 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 money by the company 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. 8. And be it enacted That if before or on the day appointed Interest on overdue for such payment any sharcholder shall not pay the amount of any" " call to which he is liable every such shareholder shall be liable to pay interest for the same at the rate of eight pounds per centum per annum from the day appointed for the payment thereof to the time of the actual payment. 9. And be it enacted That if at the time appointed by the said Power to sue default: directors for the payment of any call any shareholder shall fail to pay "7°" the amount of such call to which he shall be liable it shall be lawful for the said company to sue such shareholder for the amount thereof in any Court of law or equity and to recover the same with interest after the rate aforesaid from the day on which such call was payable. 10. And be it enacted That in any action or suit to be brought Form of declaration. by the said company against any shareholder to recover any sum of moncy due and payable to the said company for any call it shall not be necessary to set forth the special matter but it Shall be sufficient for the said company to declare and allege that the defendant is the 2F holder 226 15° VIC. 1851. Sydney Exchange Company. holder of one share or more in the said company (stating the number of shares) and is indebted to the said 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 each of such calls) whereby an action hath accrued to the said company and it shall not be competent to the defendant to set up partnership as a defence or objection to such action or suit. Proofs necessary. 11. And be it enacted That 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 said company and that such call was 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 made such call nor any other matter whatsoever and thereupon the said company shall he entitled to recover what shall be due upon such call and interest thereon. Evidence of being 12. And be it enacted That the production of "The Register of shareholders. Shareholders" required to be kept in the office of the said company shall be prima facie evidence of such defendant's being a shareholder and of the number and amount of his shares. Forfeiture of shares. 13. And be it enacted That if any shareholder shall fail to pay any call payable by him together with interest if any shall have acerued thereon the directors of the said company at any time after the expiration of one month from the day appointed for payment of such call may if they shall think fit declare the share in respect of which such default shall have been made (or in case the person in default shall hold more than one share then so many only of his shares as may be sufficient on sale thereof to pay the sum in arrear upon the whole of his shares together with interest and expenses) forfeited and that whether the said company have sued for the amount of such call and interest or not and without prejudice to their Notice of forfeiture. pight to recover the same by action or suit Provided that before declaring any share forfeited the directors shall cause at least twenty- one days notice of their intention to declare such share to he forfeited to be left at or transmitted by post to the usual or last known place of abode of the person appearing by " The Register of Sharcholders " to be the proprietor of such share and to be published in the New South Wales Government Gazette and in one or more of the news- ; papers published in Sydney. Forfeited shares may 14, And be it enacted That after such forfeiture as aforesaid it shall be lawful for the said directors to sell the forfeited share either by public auction or private contract and if there be more than one forfeited share then either separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold as aforesaid and upon every such sale and on payment of the purchase money it shall be lawful for the directors to cause a transfer of the Title of purchaser of shares so sold to be executed to the purchaser by the secretary of the : company and such transfer 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 see to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proccedings in reference to such sale but the company shall pay over to the defaulter the surplus if any produced by such sale over and above the said Shares to revertin arrears interest and expense Provided nevertheless that if payment certain cases, of such arrears of call and interest and expenses be made before any share so forfeited shall have been sold as aforesaid such share shall immediately thereupon revert to and revest in the party to whom the same belonged before such forfeiture. 15. bo bo -I 1851. 15° VIC. Syduey Exchange Company. 15. And be it enacted That as soon as the sum of five thousand Commencement ot pounds shall be actually paid wp and not before it shall be lawful for Pes & the said company and they are hereby authorized and empowered by themselves their deputies agents officers and workmen to erect and to enter into contracts for erecting a building to be used as an Exchange in the city of Sydney aforesaid and all other offices edifices and appurtenances which may be convenient to be attached thercto or connected therewith. 16. And be it enacted That the immediate government and Board of directors. management of the affairs of the said company shall be vested in twelve directors who shall be proprictors of at least five shares cach and who shall he chosen by the sharcholders of the said company in the manner hereinafter provided and shall be removable by a general meeting of the shareholders and the said directors shall among them- selves clect a chairman and any number of directors not less than four shall constitute a board for the transaction of business and the said chairman shall preside at all meetings of the directors when present and when absent the directors present shall elect a chairman for the time being and the chairman shall vote at the board as a director and in case of there being an equal number of votes for and against any question before the board the chairman shall have the casting vote. 17. And be it enacted That no sharcholder shall be entitled Voting regulated. to vote in the deliberations of the said company who shall not be possessed of five shares at the least in the capital stock of the said company and that every sharcholder who shall be possessed of five or more shares in the said company shall for the first five shares be entitled to one vote and for every additional five shares to one additional vote Provided that no shareholder shall be entitled to more than ten votes in the said deliberations and all shareholders may vote by proxy if they shall see fit provided such proxy be a sharcholder and do produce from the sharcholder whom he shall represent or for whom he shall vote an appointment in or to the fol- lowing form or effect-—— "T (or we) of do hereby Form of proxy. * nominate constitute and appoint "one of the proprictors of the Sydney Exchange Com- "pany to be my proxy in my name and in my absence to "vote and give my assent to or dissent from any business " matter or thing relating to the said company that shall "be mentioned or proposed at the general or special "assembly of the said company to be holden the " day of or any adjournment thereof if I shall * not be present in such manner as he shall think for the " benefit of the said company In witness whercof I have * hereunto set my hand this day of " one thousand eight hundred and 2 And every question of election of public offiecrs or other matters or things which shall be proposed discussed or considered at any public mecting of the said company under the authority of this Act shall be determined and decided by the majority of votes and proxies then and there present Provided always that the same person shall not vote as proxy for any number of persons who together shall be entitled to more than twenty votes. 18, And be it enacted That if any sharcholder be a lunatic or Votes of matics idiot such lunatic or idiot may vote by his committee and if any share-- " holder be a minor he may vote by his guardian or any one of his guardians and every such vote may be given either in person or by proxy. 19. First gercral meeting. Election of directors. Retirement of directors. Re-clection of dirce- tors. Vacancies of direc- tors how to be filled up. 15° VIC. 1851. Sydney Exchange Company. 19. And be it enacted That whenever one half of the said capital stock shall have been subscribed the first general mecting of the sharcholders for putting this Act in execution shall be held at some convenient place within the city of Sydney between the hours of ten in the forenoon and four in the afternoon of which meeting not less than fifteen days notice shall he given by advertisement in the New South Wales Government Gazette and in one or more of the newspapers published in the said city which notice three or more of the said shareholders are hereby authorized to give and there shall be held in each and every year after the present year two general meetings of the shareholders to be convened upon 'the first "Monday in the months of January and July in each year at the hour of eleven in the forenoon in the said city or at such other day hour or place during the said months as the said company at the preceding general mecting shall from time to time direct and appoint of which future gencral mecting not less than fifteen days notice shall be given by public advertisement as hereinbefore mentioned or in such other manner as the said company at their respective general meetings shall direct, Pro- vided always that the omission to meet as hereinbefore required shall work no forfeiture but the shareholders may be afterwards called together by the directors of the said company for the time being. 20. And be it enacted That at such first general meeting as aforesaid the shareholders then present by themselves or their proxies shall proceed to elect out of such shareholders as shall respectively be then possessed of not less than five shares in the said company twelve persons to be the first directors of the said company. 21. And be it enacted That at each general mecting which shall be held in the month of July in each year one director shall retire from office such retirement to be decided by ballot among the said directors until all the first set of directors in office at the first general meeting in July shall have so retired and then in each succeeding year the director who shall have been longest in office shall retire and so on from time to time during the continuance of the said company and at every such general meeting in the month of July in each and every year or at some adjournment thereof the sharcholders then present by themselves or their proxies shall elect a new director in the place of the director who shall have so retired and of any other director whose place shall be then vacant in the manner hereinbefore provided for the election of the first set of directors Provided always that every director who shall by rotation or otherwise go out of office on any annual day of election shall be eligible to be immediately re-elected a director of the said company and any director who shall at any time be re-clected shall be deemed to have been in office only from the time of such re-election and that all the said first set of directors shall have so retired before any new or re-elected directors shall retire. 22. And be it enacted That every vacancy in the office of director occasioned by death resignation disqualification or removal or by any other means than by going out of office by rotation as herein- before mentioned shall be filled up by the election of a new director at a special gencral mecting of the shareholders to be convened by a majority of the remaining directors for that purpose within two calendar months next after such vacancy shall occur or at the next general half-yearly meeting if the vacancy shall occur within two months of the time for holding the same and the directors shall think fit to allow the place to continue so long vacant and every sharcholder who shall be so elected shall continue in office so long only as the person in whose place or stead he may be eleeted w ould have been entitled to continue in office if such death resignation disqualification or removal had not happened Provided always that no person being concerned 1851. 15° VIC. Sydney Exchange Company. concerned or interested in any contract under the said company shall be capable of being chosen a director of the said company and no director shall be capable of being interested in any contract with the company during the time he shall be a director Provided also that if any such contractor or person interested in any such contract shall be elected and shall act as a director his acts and the acts of the board whilst he continued de facto a member thereof shall be valid and effectual but it shall be lawful for a majority of the other directors or for any general mecting of sharcholders to declare the election of such person void and to remove him from the office of a director. 23. And be it enacted That the said directors shall have the power of appointing and discharging all and every the officers and { other persons connected with the said company and 'of paying to them such salaries or rates of remuneration as to the said directors shall seem proper and also shall have the management and superintendence of the affairs of the said company except as to such matters as are directed by this Act to be transacted by a general meeting of the sharcholders but the exercise of all such powers shall be subject to the by-laws rules and regulations of the said company. 24, And be it enacted That the said sharcholders shall at the said first general meeting elect from among the members of the said company three persons being severally possessed of five shares cach in the said undertaking to be auditors of the said company to examine and pass the accounts thereof and such auditors shall continue in office two years and when by effluxion of time the said auditors shall go out of office two persons duly qualified shall on the day on which the said auditors shall so go out of office or at the next general hall: yearly mecting to be held thereafter be elected to be the auditors for the stieeceding two years Provided always that it shall be lawful for any two of the said' three auditors for the time being to examine and pass the accounts of the said company Provided also that any vacancy in the office of auditor occasioned by death resignation disqualification or removal (which remoyal may be by a general meeting of shareholders) shall he filled up by the election of a new auditor at a special eencral mecting of the sharcholders to be convened by the hoard of dircctors within two calendar months next after such vacancy shall occur or at the next general half-ycarly mecting if the vacancy shall occur within two months of the time for holding the same and every sharcholder who shall be elected to supply such vacancy shall continue in office so long only as the person in whose place he may be elected would have been entit ted ° continue in office if such vacancy had not happened. . And be it enacted That the said directors for the time being shall af every general half-yearly meeting of the said company lay before the shareholders a report or statement of the accounts of the said company and it shall be lawful for the said shareholders then present to allow such accounts and after such allowance the same shall not be opened or called in question unless any fraud shall be dis- covered therein. 26. And be it enacted That it shall be lawful for the directors either of their own motion or at the instance of shareholders as herein- after mentioned to call a special general meeting of the shareholders and in case eleven or more sharcholders shall by writing under their hands require the directors to call such mecting and shall in their requisition express the object of the mecting required to be called the said directors shall forthwith upon the receipt of such requisition con- vene a mecting of the shareholders accordingly and if the directors shall fail to call such meeting within ten days after the receipt of such requisition the sharcholders aforesaid qualified as aforesaid may call such meeting in their own names. 27. Contractors excluded. Officers to be ap- pointed &e. by Tie direetors, Appointment of anditors, Half-yearly report. Extraordinary mect- ing of company. Notice thereof. Admission fee annual subscription &e. Dividends. 15° VIC. 1851. Sydney Exchange Company. 27. And be it enacted That fifteen days public notice at the least of all meetings whether general or special general shall be given by advertisement in the New South Wales Government Gazette and one or more newspapers as hereinbefore mentioned which notice shall specify the place day and hour of meeting and every notice of a special general meeting shall specify the purpose for which such meeting is called. 28. And be it enacted That it shall be lawful for the said com- pany from time to time and at all times hereafter to let and receive the rents of the offices and other buildings erected by the said com- pany in connection with the said exchange and also to ask demand take recover and receive to and for the use and benefit of the said company an admission fee and such other annual subscription as shall from time to time be settled by a by-law of the said company from all persons who shall be desirous of being admitted to the use of the said Exchange buildings or any part or parts of them in particular Provided that such admission fee for the use of the ordinary Exchange room shall not exceed two guineas and that such annual subscription shall not exceed two guineas And provided also that no person engaged in commerce within the said city and who shall tender or shall have paid the regular admission fees and annual subscription shall be excluded from the said ordinary Exchange room. 29. And be it enacted That the directors of the said company shall at each of the half-yearly general meetings make dividends of the income and profits arismg to the said company first deducting _ therefrom the costs charges and expenses of the said company for the Receipts of minors and lunatics. Profits reserved. No dividend to be paid on any share in arrear. Liability of share- holders, salaries and allowances of the several officers and servants and for such other purposes connected with the said company as may be deemed proper by the said directors consistent with the by-laws rules and regulations of the said company. "30. And be it enacted That if any money be payable from the said company to any shareholder or other person being a minor idiot or lunatic the receipt of the guardian of such minor or the receipt of the committee of such lunatic or idiot shall be a sufficient discharge to the said company for the same. 31. And be it enacted That before apportioning the profits to be divided among the shareholders the said directors may if they think fit set aside therefrom such sum as they may think proper to meet contingencies or for enlarging repairing or improving the said Exchange or the buildings connected therewith and divide the balance only among the shareholders. 32. And be it enacted That no dividend shall be paid in respect of any share until all calls then due in respect of such and every other share held by the person to whom such dividend may be payable shall have been paid. 33. And be it enacted That if any execution either at law or in equity shall have been issued against the property or effects of the said company and if there cannot be found sufficient whereon to levy such execution then such execution may be issued against any of the sharcholders to the extent of their shares respectively in the capital of the company not then paid up Provided always that no such exccution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issue accordingly and for the purpose of ascertaining the names of the sharcholders and the amount of capital remaining to be paid upon their respective shares it shall be lawful for any person entitled to any such execution at all reasonable times to inspect "The Register of Shareholders"? without charge Provided 1851. 15° VIC. 231 Sydiey Exchange Company. Provided further that in the event of the assets of the said corporation Limit of liabilities. being insufficient to mect its engagements then and in that case the sharcholders respectively shall be responsible to an amount equal to the amount of their subscribed shares only in addition to such sub- scribed shares. 34. And be it enacted That if by means of any such exceution Reimbursement of any shareholder shall have paid any sum of money beyond the amount "hse then due from him in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the company and in case the same shall not be paid to him by the said directors within twenty-one days after demand thereof he shall be entitled to sue for and recover the same together with costs of suit from the said company in any Court of law or equity having jurisdiction to the extent of the sum demanded. 35. And be it enacted That it shall be lawful for the said Increase of capital. company to enlarge the capital of the said company to any extent not excceding ten thousand pounds in addition to the said original capital of ten thousand pounds for executing completing and maintaining the Exchange and other buildings hereby authorized and the said company are hereby authorized and empowered to raise such additional capital by issuing new shares of ten pounds each as hereinafter provided but so that cach such share shall not be issued at a less price than ten pounds and all such new shares shall be and be deemed personal estatc and be transmissible accordingly and shall in all respects confer the same privileges and subject the holder to the same burthens and liabilities as the original shares. 36. Provided always and be it enacted That when and as from Pre-emption of new time to time the directors of the said company shall determine to issue 2" new shares under the provisions of this Act they shall by a circular letter to be sent by post or otherwise and addressed to each of the then proprictors of the present shares in the said company whose address or the address of whose agent shall be then known to the directors or to the secretary of the company signify the number of new shares pro- posed to be issued and the lowest price intended to be taken for the same respectively and the proprictors of such present shares shall within a period to be stated in such circular letter but not less than thirty days from the sending thereof be entitled to the option of taking all or any of such shares so to be newly created in preference to any other person and such of the proprictors of original shares who within such period may signify in writing addressed to the seerctary of the company their desire to partake in the distribution of such new shares shall as between themselves be entitled to have so many of such newly ercated shares as shall be in proportion to the number of original shares then belonging to them respectively. 37. And be it enacted That in case any of the new shares shall Subsequent allot- not be taken up as aforesaid by original proprietors or if the persons" by whom the same shall have been taken up shall not within the period to be fixed for such purpose by the directors of the said com- pany (and which shall not be less than thirty days upon the allotment of such new shares) pay the price or deposit to be required on any newly created shares to be allotted to him then (and without prejudice to the remedies of the said company against any such proprictor or subscriber who shall neglect to pay on his newly ercated shares) it shall be lawful for the said directors to allot any such share to any other proprictor or person whomsoever at such price for cach such shares as the said directors may think proper but not less than ten pounds for the same respectively. 38. And be it enacted That the secretary of the said company Names of proprictors shall within thirty days from and after the first day of January in t? be recorded. cach 232 15° VIC. 1851. Sydney Exchange Company. each and every year cause a true and correct list of the names of all the persons who shall be then existing proprictors or shareholders of the said company with their respective places of abode and descriptions verified by a declaration to be made by such secretary in pursuance of and subject to the penalties imposed by the Act of the Governor and Legislative Council passed in the ninth year of the reign of Iler 9 Vict. No. 9 present Majesty Queen Victoria intituled "© An Act for. the more " effectual abolition of Oaths and Affirmations taken and made in various " Departments of the Government of New South Wales and to sub- * stitute declarations in lieu thereof and for the suppression of " voluntary and extra-judicial Oaths and Affidavits" to be recorded in the office for the registration of deeds at Sydney and the same shall be open for inspection at all reasonable times by any person requiring the same on the payment of a fee of one shilling for each such Penalty for neglect. inspection and if any such secretary shall omit or neglect to cause such list to be recorded in manner aforesaid or shall wilfully falsify any such list he shall be subject and liable to a penalty of one hundred pounds to be recovered by an action of debt in the Supreme Court or any other Court of competent jurisdiction in the said Colony by any person who shall sue for the same Provided always that such action shall be commenced within six months from the time the offence shall be alleged to have been committed. Evidence of pro- 39. And be it enacted That every person whose name shall be Prietorship. so recorded as aforesaid shall be considered taken and held to be a proprictor or shareholder of the said company and shall be liable accordingly until a new list of the names of the proprietors or share- holders of the said company shall be recorded as aforesaid or until he shall have given notice in the New South Wales Government Gazette of his retirement from the said company. Limitation of actions, 40. And be it enacted That no action or suit at law or in equity shall be brought or prosecuted against the said company or any of its officers or members for any act matter or thing done under the authority of this Act unless such suit or action shall be commenced within six months next after the offence shall have been committed or cause of action accrucd and notice in writing of such action and the cause thereof shall be given to the defendant one calendar month at least before the commencement of the action and the defendant or defendants in every such action may plead the general issue and give this Act and the special matter in evidence at any trial to be had thereupon. Saving the rights of 41. Provided always and be it enacted That nothing in this or Majesty &e. Act, contained shall be deemed to affect or apply to any right title or interest of Her Majesty Her Heirs or Successors or of any body or bodies politic or corporate or of any person or persons except such bodies politic or corporate and other persons as are mentioned in this Act and those claiming by from or under them. This Act to be 42. And be it further enacted That this Act shall be deemed deemed a public Act. and taken to be a public Act and shall be judicially taken notice of as such by all Judges Justices and others without being specially pleaded. SCHEDULE A. FORM OF CERTIFICATE OF SHARE. Tue Sypney ExcHance CoMPANy. No. This is to certify that A. B. of is the proprietor of the share (or shares) numbered of the Sydney Exchange Company subject to the regulations of the said company. Given under the common seal of the company this day of in the year of our Lord one thousand eight hundred and ANNO