New South Wales: Sydney Exchange Company Act 1855 19 Vic (NSW)

1855. 19 VIC. 423 Syduey Exchange Company. ANNO DECIMO NONO VICTORIA REGIN &. An Act to amend the Act for the Incorporation ,.. 5°. of 'The Sydney Exchange Company." [14th August, 1855. ] ILEREAS by the Act passed in the fifteenth year of Her present Preamble. Majesty's reign for the incorporation of "The Sydney Ex- Sydney Exchange change Company" the said company was established and incorporated Compary Act. with a capital of ten thousand pounds divided into one thousand shares of ten pounds each with power to increase such capital to an extent not execeding ten thousand pounds in addition to the said original capital for the purpose of erecting completing and maintaining the Exchange and other buildings by the said Act authorized And whereas by virtue of the said power the said capital has becn increased to the extent of the further sum of ten thousand pounds by the creation of one thousand new shares but the said capital is much less than suffi- cient for carrying out the purposes of the said Act upon the scale which the company has thought it expedient to adopt and it is therefore expedient to alter and amend the said Act by giving powers to the said company to raise further capital or funds by the issue of additional shares or by means of loans to an extent not exceeding in the whole the further sum of thirty thousand pounds And whereas the said Act requires amendment in some other respects as hereinafter mentioned Be it therefore enacted by His Excellency the Governor of New South Wales by and with the advice and consent of the Legislative Council thereof as follows— 1. It shall be lawful for the said company for any of the pur- Company may raise poses hereinafter mentioned by the order of any ecnoral meeting to cated olownee raise any sum or sums of moncy not exceeding in the whole the both. further sum of thirty thousand pounds in either of the modes hercin- after mentioned or partly by one and partly by the other of such modes. 2. Subject to the beforc-mentioncd limitation it shall be lawful Mode of enlarging for the company to enlarge their capital as may from time to time be capita required by issuing new shares of ten pounds cach in the like manner directed by and subject to all the like provisions mutatis mutandis as are contained in the said recited Act in reference to the increase of capital thereby authorized. 3. Subject also to the before-mentioned limitation it shall be Mode of raising loon lawful for the company from time to time to borrow and take up at hy mortgage. interest any sum or sums of money and to issue debentures for the same or to mortgage the personal property of the said company and the rents fees and subscriptions authorized to be received and taken by the said company by section twenty-eight of the said recited Act as w security for any such sum or sums of moncy to be borrowed as afore- said with interest to such person and his assigns as shall advance the same and all such debentures or mortgages shall be made under the common Mortgagees may transfer, Interest to be a primary charge on company's property. 19° VIC. 1855. Sydney Exchange Company. common seal of the said company and in the form or to the effect in Schedule A No.1 or 2 to this Act annexed and shall operate to charge the personal property rents fees and subscriptions which may be acquired by the said company or which may arise after the date of such debentures or mortgages as well as the personal property rents fecs and subscriptions possessed by the said company or which may have arisen at the dates of such debentures or mortgages any rule of law to the contrary thereof notwithstanding And all persons to whom such debentures or mortgages shall be made shall be equally entitled one with the other to their proportions of the premises according to the respective sums advanced by them without preference by reason of priority of date or any other reason whatever And an entry or memorial of all such debentures or mortgages with the numbers and dates thereof and the names and additions of the persons to whom the same shall have been made and of the sums borrowed and the rate of interest to be paid thereon shall within fourteen days next after the dates thereof respectively be entered in a book to be kept by the secretary or other officer of the said company which book shall be open at all reasonable times to the inspection of all persons interested therein without fee or charge. 4, Every person to whom any such mortgage shall have been made as aforesaid or who shall be entitled to the money due thereon may transfer his right and interest therein to any person whomsoever by a transfer in the form or to the effect in No. 3 of the said Schedule A to this Act annexed and every such transfer shall within twenty-eight days after the date thereof be produced to the secretary of the company who shall cause an entry or memorial to be made thereof in the same manner as the original mortgage for which the said seerctary shall be paid the sum of two shillings and sixpence and after such entry made every transfer shall entitle the transferee his executors administrators and assigns to the full benefit thereof and to payment thereon And all such debentures may be transferred by indorsement thereon and such indorsement shall entitle the indorsee thereof to the full benefit of such debentures and to payment thereon. 5. The interest. of the money which shall be raised by deben- tures or mortgages as aforesaid shall be paid half-yearly and such interest and any principal sum borrowed under the provisions hereof which shall have become due shall be paid to the several pcrsons entitled thereto in preference to any interest or dividends due or pay- able by virtue of this or the said recited Act to the sharcholders or any of them and shall from time to time be fully paid and discharged or provided for before the yearly or other interest or dividends due to the shareholders or any of them shall he paid and in casc any such prin- cipal or interest shall be behind and unpaid by the space of twenty- one days next after the same shall have become due and payable as aforesaid and the same shall not be paid within seven days next after demand thereof in writing shall have been made to the secretary of the said company at the office of the company it shall be lawful for two or more Justices of the Peace and they are hereby required on request to them made by or on behalf of any mortgagee whose prin- cipal or interest shall be so in arrear by an order under their hands to appoint one or more person or persons to receive the whole or such part of any rents fees or subscriptions liable to pay such principal or interest so duc and unpaid as aforesaid and the moncy so to be received by such person or persons is hereby declared to be so much money reccived by or to the use of the per son to whom such principal or interest shall be then due until the same together with the costs and charges of recovering and receiving the vents fees and subscriptions shall be fully satisfied and paid and after such principal or interest and 1855. 19° VIC. 425 Sydney Exchange Company. and costs shall have been paid and satisfied the power and authority of such receiver and receivers for the purposes aforesaid shall cease and determine or otherwise the said principal or interest so due and unpaid as aforesaid may be sued for and recovered with costs by an action ot debt in the Supreme Court. j. No person to whom any such debenture or mortgage shall eee ee eee tear' be made or transferred as aforesaid shall in virtue of such debenture or mortgage be deemed a proprietor of any share or shall be capable of acting or voting at any meeting of the said company. 7. In case the said company shall raise any sum of money by Company may shift debenture or mortgage and shall afterwards pay off the same or any ™"s26°s- part thereof it shall be lawful for the company and they are hereby authorized and empowered again to raise so much and such sum of moncy as they shall from time to time have paid off and so from time to time as often as the same shall happen. 8. It shall be lawful for the said company to apply the several Tow money raised sums of money to be so raised whether by enlarging the capital of the to be applied. said company or by loans as aforesaid towards completing the erection of the building to be used as an Exchange in the city of Sydney and the erection and completion of any other' buildings offices and appur- tenances which may be considered by the directors for the time Deing necessary or expedient and towards any other of the purposes of the said recited Act and in the purchase of such furniture books and other articles and things as the said directors may think it expedient to provide for use in the said Exchange. 9. So much of section sixteen of the said recited Act as follows Four directors to ge form a quorum. the words "general mecting of the shareholders "' is hereby repealed and any number of directors of the said company not less "than four shall constitute a board for the transaction of business and at the first mecting of the board next after the passing of this Act and from time to time thereafter at any meeting of the directors they shall elect two members of their own body to be respectively chairman and deputy chairman of the company And at all mectings of the board and also at every general and special gencral mecting of sharcholders such chairman or in his absence such deputy chairman shall preside and when both are absent the directors or the shareholders present as the case may be shall elect a chairman for the time being. 10. At every general or special general meeting the presence of Thirteen share- : ' . . nolders required for thirteen shareholders shall be necessary to the transaction of ANY a general meeting, business except that of adjourning the mecting and if at the expiration of half an hour from the time for which the mocting was convened such number of thirteen shall not have assembled the sharcholders present may adjourn such mecting to some future day not less than seven days thereafter and the meeting shall stand adjourned accordingly. 11. So much of the twenty-first section of the said recited Act Two directors to as enacts that one director shall retire from office at the gencral retiee aanually. meeting held in July in each year is hereby repealed and in licu thereof two directors shall retire at every such mecting in the month of July and such retirement shall be decided as in the said twenty-first section of the said recited Act mentioned. 12. So much of section twenty-one of the said recited Act as Retiring directors ° ° . _: hot to be re-cligible declares any director gomg out of office by. rotation or otherwise for twelve months, eligible to be immediately ye-clected a director is hereby repealed And no director so going out shall be eligible to be so re-elected until after the lapse of tw 'elve months from the time of his so going out of office. 13. Any director of the company who shall absent himself from pircctorsabsent from the board mectings for six months consecutively without the permission {¢ board for six months or residing of the board or who shall cease to reside within this Colony or go to abroad or in remote reside at remote parts thercof shall be declared by the directors to have P2tts of the Colony 3u forfeited dircetor. Requisition of six sharcholders to be sufticient for con- vening a special general meeting. Poll may be demanded. 19° VIC. 1855. Sydney Exchange Company. forfeited his oflice of a director and thereupon he shall cease to be such director and his place shall be supplied by the election of another person in his stead. 14. So much of section twenty-six of the said recited Act as fixes the number of eleven as the minimum number of shareholders on whose requisition the directors shall convene a special gencral meeting of shareholders is hereby repealed and such minimum number of shareholders shall be six provided they shall hold in the aggregate not less than one hundred shares and shall have held the same for at least six months previously. 15. In case a poll shall be demanded at a general or special gencral mecting of the shareholders upon any question to be decided the same shall be determined by ballot. SCHEDULE A. (No. 1.) NEW SOUTH WALES.—SYDNEY EXCHANGE COMPANY. £100. £100. DEBENTURE for One Hundred Pounds Sterling Principal and Interest payable in Sydney. No. Number. No. This debenture entitles or indorsee to one hundred pounds sterling (value received) which with interest at the rate of pounds per centum per annum is hereby charged and secured upon the personal estate goods chattels and effects belonging to the Sydney Exchange Company and all rents fees and subscriptions receivable by the said company by virtue of the Act of the Governor and Legislative Council 15 Victoria passed for the incorporation of the said company or of the Act of the said Governor and Council 19th Victoria passed for amending the said Act The interest hereon will be paid half-yearly on or after the first days of January and July in cach year respectively on presentation hereof at the office of the secretary of the company in Sydney The principal sum will be payable in years from the date hereof Dated at the office of the Sydney Exchange Company Syducy and sealed with their common scal this day of one thousand cight hundred and Secretary. (L.8.) Directors. Entered at the office of the company in the register of debentures folio and issued this day of one thousand eight hundred and fifty Secretary. (No. 2.) Form of Mortgage. SYDNEY EXCHANGE COMPANY. Mortgage No. By virtue of the Act passed in the nineteenth year of Her Majesty's reign entitled " An Act to amend the Act for the incorporation of ' The Sydney Exchange Company'" the said company in consideration of the sum of pounds shillings and pence paid to the said company by of do assign unto the said his executors administrators and assigns all the present, and future personal estate and effects of the said company and all rents fees and subscriptions reecived and receivable by the said company under the authority of the Act of the Governor and Legislative Council 1h Vietoria passed for the incorporation of the said company or of the said Act 19th Victoria passed for amending the said Act of incorporation and all the estate right title and interest. of the said company therein and thereto to hold the same unto the said his executors administrators and assigns until the said sum of pounds shillings and pence together with interest on the same at the rate of for every one hundred pounds by the year shall be paid and satisfied And it is hereby stipulated that the said principal sum hall be repaid at the end of years from the date hereof and that interest at the rate aforesaid 1855. 19' VIC. Presbyterian Church Trustees. aforesaid thereon or on so much thereof as shall remain due shall be paid by equal half- yeuly payments Dated at the office of the Sydney Exchange Company Sydney and sealed with their common seal this day of one thousand eight hundred and Secretary. (.8.) Directors. Entered at the office of the company in the register of mortgages folio and issued this day of one thousand eight lundred and fifty Secretary. (No. 3.) Form of Transfer. I of in consideration of the sum of pounds shillings and pence paid to me by of do trausfer to the said his exceutors administrators and assigns a certain mortgage bearing date the day of one thousand eight hundred and fifty made to me by the Sydney Exchange Company and numbered for securing the sum of pounds shillings and pence and interest at per centum per annum and all my right estate and interest in and to the whole moncy thereby secured and the persunal property rents fees and subscriptions thereby assigned As witness my hand this day of one thousand eight hundred and fifty