New South Wales: Sydney Railway Company Act 1849 13 Vic (NSW)

Swxer anwar An Act to incorporate a Company to be called — "The Sydney Railway Company." [10th October, 1849.] Preamble. V HEREAS the making and maintaining of railways in the Colony of New South Wales would be of great public utility and it is deemed advisable to grant encouragement to such enter- prising persons as may be desirous and willing to make and maintain such railways by granting to them an Act of Incorporation Be it therefore enacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof That William Bradley William Bowman '[homas Barker Charles Cowper Thomas Holt the younger Arthur Jeffreys David Jones Moses Joseph Charles Kemp Robert Lowe Samuel Lyons Archibald Michie Thomas Sutcliffe Mort Abraham Moses Charles Nicholson George Oakes John Norton Oxley Robert Porter Henry Gilbert Smith Charles Throsby William Walker Edward Weston and Adolphus William Proprietors incorpo. Young Esquires and all and every other person and corporation who wi de oat shall hereafter become subscribers to the said undertaking and their way Company." Several and respective successors executors administrators and assigns shall be and are united into a company for making completing and maintaining a railway or railways in the said Colony and other works by this Act authorized to be made and executed and for that purpose shall be one body corporate by the name and style of '" The Sydney Railway Company" and by that name shall have perpetual succession and shall have a common seal and by that name shall and may sue and be sued plead and be impleaded answer and be answered unto 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 to them and their successors and assigns for the use of the said undertaking and works and generally for the purposes of carrying the rovisions of this Act into effect and also to sell and dispose of the said lands 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 to constitute make ordain and establish such by-laws regulations and ordinances as may be deemed necessary for the good rule and government of the said company Provided that such by-laws regulations and ordinances be not inconsistent herewith or with any laws in force in this Colony or repugnant to the law of England. 2. 1849, 13° VIC. 147 Syduey Railway ry Company ye And be it enacted That the capital stock of the company Carita) to be. hereby alisha shall be one hundred thousand pounds sterling and into 20,000 shares of shall 'be divided into tw enty thousand shares of five pounds each and £5 cach, such shares shall be numbered beginning with number one and soon in regular arithmetical progression ascending whereof the common cxcess or "difference shall always be one and every such share shall always be distinguished by the number to be applied to the same and the said shares shall be and are here by vested in the persons hereinbefore named and in such other persons as shall take shares in the said com- pany and their successors and their several and respective executors administrators and assigns and upon taking any share every subscriber shall pay to the manager or other proper officer of the said company the sum of five shillings sterling for every share which shall he so taken and shall pay the remaining amount of every such share to such person or persons and in such parts or proportions as the directors of the said company shall deem necessary and from time to time call for and require Provided always that no such call shall execed the sum of ten shillings for or in respect of any one share and that no call or calls be made but at the distance of three months at the least from another and that notice of every such call shall be given in the Mew South Wales Government Gazette and in one or more of the newspapers published in the city of Sydney thirty days at the least before the day appointed for the payment of the same and on demand of the holder of any share the company shall cause a certificate under the seal of the said company of the proprietorship 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 Shares to be personal he deemed personal estate andtransferable and transmissible accordingly and that every such share shall entitle the holder thereof to a propor- tionate part of the profit and dividends of the said company. 3. And be it enacted That the said company shall as soon as Rezister of share- the same can be done cause the names additions and addresses of the holders. 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 distinetly entered in a register hook to be kept in the office of the said company for that purpose and to be ealled the " Register of Shareholders" to the end that cach 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 he duly entered in the said book. 4. And be it enacted That it shall be lawful for the proprictor Shares may be sold. of any share in the said undertaking and his executors or administrators to sell and dispose of any share to which he shall he entitled therein subject to the provisions herein contained and the form of conveyance of shares may he in the following words or to the like effect varying the names and descriptions of the contracting parties as the case may require— «TJ of in consideration Form of conveyance. "of paid to me by " of do hereby bargain scll assign and G a transfer to the said share (or shares as the case may be) nwnbered of and in 'The Sydney Railway Company' to hold unto the said his executors administrators and assigns subject to the same conditions as T held the same * immediately "cc ' ' ' 148 13' VIC. 1849. Sydney Railway Company. " immediately before the execution hercof and I the said " do hereby agree " to accept and take the said share (or shares) subject to "the same rules orders restrictions and conditions 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 officcr of the said company to be kept by him and the said scerctary or other proper officer shall enter a memorial of such transfer and sale tor 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 he made on the 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 consi- dered in every respect the same as a new certificate and until such transfer shall be so delivered to the sceretary 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 purchascr or purchasers of the share shall not be entitled to receive any share of the prolits of the said undertaking or to vote in respect of such share. Evidence of property . And be it enacted That a certificate of the proprictorship of in shares. any share in the said company under the scal of the said company as aforesaid shall be admitted in all Courts as primd facie evidence of the title of any shareholder his executors administrators successors or assigns to the share therein specified but the want of such certificate shall not hinder or prevent the holder of any share from disposing thereof or reeciving his share of the profits in respect thereof. No share to be trans- 6. And be it enacted That no shareholder shall sell or transfer ferred while in . . . arrear. any share which he shall possess in the said company after any call shall have been made by the said directors for any sum or sums of moncy in respect of such share unless he at the time of such transfer shall have paid or discharged to the manager 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. Company not bound 7. And be it enacted That the said company shall not be bound to sve to execution of trusts in respect of to sce to the execution of any trust whether express implicd or con- shares, structive to which any of the said shares may be subject and the receipt of the party in whose name any such share shall stand in the books of the said company or if it shall stand in the name of more partics than one the receipt of onc of the parties named in the register of shareholders shall from time to time be a sufficient discharge to the said company for any dividend or other sum of money payable in respect of such share notwithstanding any trusts to which such share may then be subject and whether or not the said company shall have notice of such trusts and the said company shall not be bound to sec to the application of the money paid upon such receipt. Subscribers to the 8. And be it enacted That the several persons who have sub- stock and their 'uy scribed or who shall hereafter subscribe any money towards the said as appointed by the undertaking ov their legal representatives respectively shall pay the sums respectively so subscribed or such portions thereof as shall from time to time be called for by the directors of the said company at such times and places as shall be appointed by the said directors and with respect to the provisions in this Act contained for enforcing the pay- ment 1849. 13' VIC. Sydney Railway Company. ment of calls the word " sharcholder" shall extend to and include the personal representatives of every sharcholder. 9. And be it enacted That it shall be lawful for the directors of the said company from tine to time to make such calls of money upon the several sharcholders in respect of the amount of capital subscribed or owing by them respectively as they shall deem necessary provided that thirty days notice at the least be given of cach and every such call and that successive calls be not made at less than the prescribed interval of three months as aforesaid and that no call execed the prescribed amount aforesaid and that every shareholder shall be Hable to pay the amount of the calls so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the said company or the directors thereof. 10. And be it enacted That if before or on the day appointec 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 allowed by law from the day appointed for the payment thereof to the time of the actual payment. 11. And be it enacted That it shall be lawful for the saic company if they think fit to receive from any of the shareholders who shall be willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall execed the amount of the calls then made upon the shares in respect of which such advances shall be made the company may pay interest at such a rate not exceeding the legal rate of interest for the time being as the sharcholder paying such sum in advance and the said company may agree upon. 12. And be it enacted That if at the time appointed by the suid company or the directors thereof for the payment of any call any sharcholder shall fail to pay the amount of such call to which he shall he liable it shall be lawful for the said company to suc such share- holder for the amount thereof in any Court: of law or equity having competent jurisdiction and to recover the same with lawful interest from the day on which such call was payable. 18. And be it enacted That in any action or suit to be brought by the said company against any sharcholdcr to recover any sum of money 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 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 moncy 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 cach of such calls) whereby an action hath acerued to the said company by virtue of this Act. 14. And be it enacted That on the trial or hearing of such action or suit it shall be suflicicnt 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 appointinent of the directors who made such call nor any other matter whatsoever and thereupon the said company shall be entitled to recover what shall be due upon such call and interest thereon. 15. And be it enacted That the production of the register of sharcholders required to be kept in the office of the said company shall be prind facie evidence of such defendant's being a sharcholder and of the number and amount of his shares. 16. Term " shareholder" to include repre- sentatives, Power to make calls upon the sharchold- ers for money and obligation to pay. Interest to be paid on over-due calls. Power to recvive ad- vances from share- holders on interest. Power to suc default ing shareholders. Declarations in suits to recover money due on calls, Proof of call and of defendant's having been a sharcholder at the time sufficient. Register of share- holders to be primi facie evidence. 150 13° VIC. 1849, Syducy y - Eathoas y Company UP Shares in arrear ma; 16. And be it enacted. That if any shareholder shall fail to pay be declared forfeited. any call payable by him together with interest (if any shall have accrucd thercon) 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 forfeited and that whether the said company have sued for the amount of such call or not. Notice to be given of 17. And be it enacted That before declaring any share forfeited intention to declare : 0 : 7° . os . share forfeited. the directors of the said company shall cause notice of their intention to declare such share to be 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 shareholders required to be kept in the office of the said company to be the proprietor of such share and if the holder of any such share shall be bevond the limits of this Colony or if his or their usual or last place of abode be not known to the said directors or if the interest in any share shall be known by the said directors to have become transmitted otherwise than by transfer and so the address of the party to whom the said share may for the time being helong shall not be known to the said directors the said directors shall give public notice of such intention in the New South Wales Government Gazette and also in one or more of the newspapers published in the city of Sydney and the several notices aforesaid shall he given twenty- one days at least before the said directors shall make such declaration of forfeiture. Forfeited shares may 18. And be it enacted That after such forfeiture as aforesaid it : shall be lawful for the said directors to sell the forfeited share cither by public auction or private contract and if there be more than one forfeited share then cither separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold as aforesaid. Bvidenee of propric- 19. And be it enacted That a declaration in writing by some tt iodhited shares, credible person not interested in the matter made in conformity with the provisions of an Act of the Governor and Legislative Council of New South Wales passed in the ninth year of the reign of Her present 9 Vic. No. 9. Majesty Queen Victoria intituled "42 Aet for the more effectual abolition * of Oaths and Affirmations taken and made in various departments of " the Government of New South Wales and to substitute Declarations "in lien thereof and for the suppression of voluntary and extra-judicial " Oaths and Affidavits' that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the manager or other officer of the said company authorized by the directors to receive payment of the price of such share 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 sce to the application of the purchase moncy nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. No more shares to 20. And be it enacted That the said company shall not sell or pe ctent oie og transfer more of the shares of any such defaulter than shall be sufficient arrears and expenses. 2S nearly as can be ascertained at the time of such sale to pay the arrears then due from such defaulter on account of any calls together with the interest payable in respect thereof and the expenses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited share be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale and the 1849, 13° VIC. 151 Sydney Railway Company. the expenses attending the declaration of forfeiture and sale thereof with the proof thereof and the certificate of proprictorship to the purchaser the surplus shall on demand be paid to the defaulter. 21. And be it enacted That if payment of such arrears of call On payment of + ae a ars before sale and interest and expenses be made before any share so forfeited and shares to revert to vested in the said company shall have been sold as aforesaid such te pty. share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such call had been duly paid. 22. And be it enacted That as soon as five thousand shares of On payment of the capital stock of the said company shall have been actually sub- saan onuthorized scribed for and the sum of ten thousand pounds paid up and not te commence works. before it shall be lawful for the said company and they are hereby authorized and empowered by themsclves their deputies agents officers and workmen to make construct and finally complete alter and keep in repair a railway or railways with one or more sets of rails or tracks and all other proper works and conveniences adjoining thercto or connected therewith and to purchase and acquire such stationary or locomotive steam engines and carriages wagons and other machinery and contrivances and real or personal property as may be necessary for the making and maintaining the said railway or railways and for the transport of passengers and merchandise thercon and for other purposes of this Act and may hold and possess the land over which the said railway shall pass and such adjoining lands as may be required the first of such railways to commence at or near to the city of Sydney in the said Colony and to pass through the countics of Cumberland and Camden to the town of Goulburn in the county of Argyle and also through such other places in the county of Cumberland as may be deemed the most desirable route for carrying a railway towards Bathurst Provided that a map or plan of every such route shall be deposited in the office of the Secretary of this Colony so soon as the same shall have been determined upon. 23. And be it enacted That before commencing any line of Before commencing railroad by this Act authorized to be made the said company shall by any ne ot rod some qualified engincer by them to be appointed cause to be made snd map or plan of linc taken levels and surveys of the country and lands through which such ane! book af velerence line of railroad is intended to be carried together with a map or plan of the said line and of the lands through which it is to pass and also a book of veference in which shall be entered the name or names of the owners and proprictors or occupiers if known of each and every portion of the said land through which any such line of railroad shall pass with a description of the said land sctting forth the bearings of such railroad the nature and quality the state of cultivation the inclosurcs (if any) and the quantity of such land which shall or may be required for the purpose of making such railroad. 24. And be it enacted That when and so often as the said Company to give . * : * notice of their inten- company shall have determined upon making any line of railroad the tion tomake railroad, said company shall hy advertisement in the New South Wales Govern- ment Gazette and in onc or more of the Sydney newspapers at least forty days before the commencement of the formation of any such yoad give notice that they intend to make the said railroad between certain places therein to be specified according to a map or plan to be seen in the office of the said company at Sydney. 25. And be it enacted That the said map or plan and hook of Map ana book of reference shall be kept in the office of the said company at Sydney and tefrenee to be Kept exhibited at all convenient times for public examination from the day said company. of the date on which such notice shall be first published and all persons shall and may have free liberty and permission at all proper and con- venient times to view and examine the said map or plan and book of reference. 26. Omissions in book of reference not to impede making the railway &c. Power to enter upon and take lands remove materials construct inclined planes tunnels &e. alter the course of rivers &c, and of roads &e. and to erect toll houses warehouses &e. Power to use private roads. 13° VIC. 1849. Sydney Railway Company. 26. And be it enacted That no advantage shall be taken of or against the said company or any interruption be given to the making of any such railway and other works on account of any error or omis- sion in the said book of reference but it shall be lawful for the said company by themselves their deputics agents officers surveyors servants and workmen to enter into and upon and to take and use for the purposes of this Act any lands or grounds set out and described in the said map or plan notwithstanding any such error or omission in case it shall appear to any two J ustices of the Peace acting for the district or place in which such lands or grounds shall be situated and be certified by writing under their hands that such error or omission proceeded trom mistake. 27. And be it enacted That for the purposes and subject to the provisions of this Act it shall be lawful for the said company their successors deputies agents and workmen and all other persons by them authorized and they are hereby empowered to enter into and upon the lands of any person or corporation whatsoever and to survey and take levels of the same or of any part thereof and to ascertain and stake or set out and appropriate for the purposes herein mentioned such parts thereof as may be necessary for the laying out making constructing and the convenient operation of such railways and all other works matters and conveniences as are hereby authorized to be made and in or upon such lands or any lands adjoining thereto to bore dig cut trench em- bank and sough and also to remove or lay take carry away and use any earth gravel stone timber or any other materials or things which may be dug or obtained therein or otherwise in the execution of any of the powers of this Act and which may be proper or necessary for making maintaining altering repairing or using any such railway and other works by this Act authorized or which may obstruct the making main- taining altering repairing or using the same respectively according to the true intent and meaning of this Act without any previous agreem nent with the owncr or oceupier of such lands and also to make or construct upon across under or over any such railway or other works or any land streets hills valleys roads rivers canals brooks streams or other waters such inclined planes tunnels embankments aqueducts bridges roads ways passages conduits drains piers arches cuttings and fences as the said company shall think proper and also to alter the course of any rivers canals hrooks streams or watercourses during such time as may be necessary for constructing tunnels bridges or passages over or under the same and also to divert or alter the course of any roads or ways or to raise or sink any roads or ways in order the more conveniently to carry the same over or under or by the side of any such railway and to make drains or conduits into through or under any lands adjoining such railway for the purpose of conveying water from or to such railway and also in or upon such railway or any lands adjoining or near thereto to erect and make such toll and other houses warchouses yards stations engines and other works and conveniences connected with any such railway as the said company shall think proper and also from time to time to alter repair or discontinue the before- mentioned works or any of them and to substitute others in their stead and where any such railway shall pass through any woodlands or forests it shall be lawful for the said company to fell or remove any trees standing thereon within the distance of one hundred yards from either side of such railway which by their liability to be thrown down or from their falling naturally may obstruct or impair any such railway and also to enter upon and use any existing private road being a road gravelled or formed with stones or other hard materials and not being an avenue or a planted or ornamental road or an approach to any mansion-house and generally to do and execute all other matters and things 1849. 13° VIC. 153 Sydney Railway Company. things necessary or convenient for constructing maintaining altering or repairing and using such railways and other works by this Act. authorized they the said company their agents and workmen doing as little damage as may be in the exccution of the several powers to them hereby granted and the said company if required so to do making full Gompany to make satisfaction in manner hereinafter mentioned to all persons and corpora. full satisfaction, tions interested in any lands which shall be taken used or injured for all damages to be by them sustained in or by the execution of all or any of the powers hereby granted and this Act shall be sufficient to indemnify the said company and all other persons for what they or any of them shall do by virtue of the powers hereby granted subject nevertheless to such provisions and restrictions as are herein contained. 28. Provided always and be it enacted That if in the exercise of Before voads inter- the powers hereby granted it be found necessary to cross cut through fered with others to raise sink or use any part of any road whether carriage-road or horse- road cither public or private so as to render it impassable for or dangerous or extraordinarily inconvenient to passengers or carriages or to the persons entitled to the use thercof the said company shall before the commencement of any such operations cause a sufficient road to be made instead of the road to be interfered with and shall at their own expense maintain such substituted road in a state as con- venicnt for passengers and carriages as the road so interfered with or as nearly so as may he. 29. And be it enacted That the lands to be taken or used for Breadth of the lund the line of any railway hereby authorized to be made shall not exceed (Rye Bk Mt be one hundred yards in width except where greater width shall be judged necessary for wagons and other carriages to turn remain stand in lic or pass cach other or for raising embankments for crossing valleys or low grounds or in cutting through high ground or for the erection or establishment of any fixed or permanent machinery toll-house ware- house wharf or other erections and buildings or for excavating removing or depositing earth or other materials Provided always that nothing touses we. not to be herein contained shall authorize the said company or any person acting inured. under their authority to take injure or damage tor the purposes of this Act any messuage dwelling-house or other permanent building or the immediate appurtenances thercof without the consent in writing of the owner and occupier thercof respectively Provided also that nothing Crown lands not to in this Act contained shall be construed to affeet the rights of the ae aahoe tout Crown in any ungranted lands within the said Colony or to authorize the said Company to enter upon or take possession of any such land without the previous permission of the Executive Government of the said Colony. 30. And be it enacted That after any lands shall have been set Bodies politic &e. out and ascertained for making any such railway or any part thereof gree fo sell and for providing and constructing the works and convenicnees hereby authorized to be made or any of them it shall be lawful for any corpora- tion tenant in tail or for life or for any other partial or qualified estate or interest husband femme covert guardian trustceand feoflce in trust for charitable or other purposes committee executor and administrator and all trustees and persons whomsoever not only for and on behalf of them- selves their heirs and successors but also for and on behalf of the person entitled in reversion remainder or expectancy alter them if incapacitated and for and on behalf of their cestui que trust whether infant issue unborn lunatic idiot femme covert or other person and to and for all femmes covert who are or shall be seised possessed of or interested in their own right or entitled to dower or other interest in the same and for all and every other person and persons whomsocver who is are or shall be scised possessed of or interested in any lands which shall be set out and ascertained for the purposes aforesaid to v contract Form of conveyance to the company. Lands taken in pur- suance of this Act to be vested in the com- pany without any conveyance. Satisfaction to be made for lands taken for the railway or other works, Compensation for lands taken and other injuries to be deter- inined by surveyors. 13° VIC. 1849. Sydney Railway Company. contract for sell and convey the same or any part thereof unto the said company and all such contracts agreements sales conveyances and assurances shall be made at the expense of the said company and shall be made according to the following form or as near thereto as the number of the parties and the circumstances of the case will admit (namely)— "T of in consideration of the "sum of to me paid by the Sydney Railway " Company established and incorporated by an Act of the " Governor and Legislative Council of New South Wales " passed in the thirteenth year of the reign of Iler Majesty * Queen Victoria intituled 'An Act to incorporate a Com- " pany to be called " The Sydney Railway Company"? do * hereby grant release and convey to the said Sydney Nail- " way Company all (describe the premises to be conveyed) " together with all ways rights and appurtenances therc- unto belonging and all my estate right title and interest in and to the same and every part thereof to hold to the said Sydney Railway Company and their successors for ever according to the true intent and meaning of the said Act In witness whereof I have hereunto set' my hand and seal the day of in " the year of our Lord 2 And all such conv: cyances and assurances as aforesaid shall be good valid and effectual in the law to all intents and purposes and. shall operate and be as a merger of all outstanding terms of years and be a complete and effectual bar to all estates tail and other estates rights titles remainders reversions limitations trusts and interests whatsoever Provided always that after any lands which the said company are by this Act authorized to take without the previous consent of the owner or occupier shall have been set out ascertained and appropriated for the purposes herein mentioned such lands and the fee simple and inheritance thereof together with the yearly profits thereof and all the estate use trust and interest of any person therein shall thence- forth be vested in and become the sole property of the said company to and for the purposes of this Act for ever and it shall not be necessary to obtain a conveyance from the owner or person interested in such land. 31. And be it enacted That all trustees corporations and other persons hercinbefore capacitated or enabled to sell and convey lands and the owner and occupier of any lands taken or used for the purpose of any railway or other works hereby authorized may accept and receive satisfaction for the value of such lands taken or used as aforesaid and also compensation for the damages sustained or which may be sustained by the making or completing the said works and also of and by reason of the severing or dividing the same lands and for and on account of the detriment injury damage loss inconvenience or prejudice which may be sustained by such trustees corporations or other persons in such gross sunis as shall be agreed upon between the said owner occupier or other person interested in the said lands and the said company and in case the said company and the several partics interested in any such lands cannot or do not agree as to the amount or value of such. satis- faction and compensation the samc shall be ascertained and settled by surveyors to be appointed as hereinafter is directed. 32. And for settling all differences which may arise between the said company and the several owners of or persons interested in any land which shall or may be taken used damaged or injuriously affected by the execution of any of the powers hereby granted and for determining the amount of 'compensation to be paid by the said company ' ' " ' '6 1849. 13° VIC. 155 Sydney Railway Company. company in respect of any lands taken used damaged or injuriously affected''as aforesaid Be it enacted That upon the application of cither party or in case the owner or person entitled to such compensation shall be absent from the Colony or cannot be found then upon appli- cation by the said company it shall be lawful for any two Justices in Petty Sessions assembled in the district in which the lands taken uscd or injuriously affected are situated and having no interest in the matter by writing under their hands to nominate and appoint three able practical surveyors for determining what compensation shall be paid by the said company to the owner or person interested in the lands taken used or injuriously affected as aforesaid and such surveyors or any two of them shall determine the same accordingly and shall annex to their valuation a declaration in writing subscribed by them of the correctness thereof and such valuation shall be binding and yatuation to be final. conclusive upon all parties Provided always that the said surveyors in assessing such compensation are authorized and empowered and shall take into consideration the enhancement in value of the adjoining land belonging to the party to whom compensation is to be made by the increased facilitics of access to the different stations and termini of the said railways in reduction of such compensation. 33. And be it enacted That before making any such application Notice to be given to the Justices as aforesaid cither party shall give at least ten days be fore appointment notice to the other of his or their intention to make such application and where the owner or person interested in the land shall be absent from the Colony or cannot be found notice of such intention shall be given by the said company by advertisement in the New South Wales Government Gazette and in one or more of the Sydney newspapers describing the premises in respeet of which compensation is to be assessed ten days at the least before making such application. 34. And be it enacted That if before the said surveyors or any Justices may appoint tivo of them shall have made their valuation as aforesaid any or cither Sreurvevor teeing of the said surveyors appointed as aforesaid shall die or become incapable to act. ineapable to act in the matter the said Justices may nominate and appoint in writing some other surveyor to act in his place and every surveyor so to be substituted as aforesaid shall have the same powers and authorities as were vested in the former surveyor at the time of such his death or disability as aforesaid. 35. And be it enacted That before such surveyors shall enter Surveyors to make upon the duty of making such valuation as aforesaid they shall 4!tens severally in the presence of such Justices or one of them make and subseribe a declaration at the foot of such nomination in the words following (that is to say)— «TA. B. do solemnly and sincerely dcelare that [will faithfully "impartially and honestly according to the best of my * skill and ability execute the duty of making the valuation " hereby referred to me. A. B. " Made and subscribed "in the presence of And if any surveyor shall corruptly make such declaration or having Surveyor acting made such declaration shall w ifully act contrary thercto he shall be conrupilly guilty of guilty of a misdemeanor. 36. And be it enacted That the said nomination and declaration Nomination dectara- shall be annexed to the valuation to be made by such surveyors and fey a fauatin . , ' to he delivered to shall be delivered to the manager or other proper officer of the said manager of company : 7 : and to be produced company and shall he preserved together therewith by the said com- on demand. pany and they shall at all times produce the said valuation and other documents on demand to the owners of the land comprised in such valuation and to all other parties interested therein and allow copics of the same to be made by such owner if required. " 37. 156 13° VIC. 1849. Sydney Railway Company. Expenses to be borne 37. And be it enacted That all the expenses of and incident to by company. every such valuation shall be borne by the said company. Company to pay 38. And be it enacted That in all cases where compensation compensation within . . . 7 : fourtecn days after Shall be assessed or determined as aforesaid the dircctors of the said mating "'Y — company for the time being shall at the next half-yearly mecting of the said company lay before the said company the said valuation and the said company is hereby required to pay the amount of the said compensation to the party lawfully entitled thereto or to his agent duly authorized in this behalf within fourtcen days next after such half-yearly meeting of the said company. beach calleays and 39. And be it enacted That the said company shall and may (if own steamboats to. they deem it expedient) make a branch railway to every or any part aan of the Colony and manage such branch railway and procure and own "such carriages steamboats and vessels as may be necessary to ply on the roads or in the waters of any rivers in connection with any such railway and for that purpose shall cxercise and possess all the powers privileges and authorities necessary for the making and management of the same in as full and ample a manner as they are hereby authorized to do with respect to any such railway. Gates to be main- 40. And be it enacted That whenever the said railways or any we across high: of the branches thereof cross or shall hereafter cross any highway turnpike road or private road for carriages of any description on the level of such road or roads the said company shall erect and at all times maintain a good and sufficient gate on each side of such highway turnpike or other road which gates shall be constantly closed except during the time when horses cattle carts or carriages passing along such turnpike or other road shall have to cross such railways and such gates shall be of such dimensions and so constructed as when closed across the ends of such turnpike or other road to fence in the said railway and prevent cattle or horses passing along the road from Proviso. entering upon the railway Provided always that it shall be lawful (in case it shall be more conducive for the public safety) for the said company at thcir own expense to carry such turnpike or other road over or under such railway by means of a bridge or archway in licu of crossing the samc on the level. Contpany to fence off 41. And be it enacted That the said company shall and they w are hereby required at their own proper expense after any land shall have been taken for the use of any railway by this Act authorized to be made separate the same and keep the same constantly separated from the lands adjoining to such railway with good and sufficient posts rails hedges ditches mounds or other fences and in casc the owner of any lands adjoining such railway shall require the same the said company shall at the like expense make and maintain all necessary gatcs and stiles to enable such owner to cross the said railway. Company's affairs to 42. And be it enacted That the immediate government and he managed by a : ° cat . . board of directors. Management of the affairs of the said company shall be vested in six directors who shall be proprictors of at least fifty shares each and who shall be chosen by the shareholders of the said company in the manner hereinafter provided but not less than three directors shall Quorum for business, constitute a board for the transaction of business of which the president shall always be one except in case of sickness or necessary absence in which case the directors present may choose one of their number as chairman in his stead that the president 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 them the president, shall have the casting vote. Number of votcs to 43. And be it enacted That no sharcholder shall be entitled be given by share' to vote in the deliberations of the said company who shall not e 1849. 13° VIC. 157 Syduey a] Railway yy Company. be possessed of ten shares at. the least; in the capital stock of the No vote under ten said company and that every sharcholder who shail be possessed of Ss ten or more shares in the said company shall for the first ten shares . One vote for ten be entitled to one vote and for every additional number of twenty shares and a vote shares to one additional vote Provided that no sharcholdcr shall be for every additional entitled to more than ten votes in the said deliberations and all share- *°"°™"* holders may vote by proxy if they shall sce fit provided such proxy vote by proxy. be a shareholder and do produce from the shareholder whom he shall represent or for whom he shall vote an appointment in or to the following form or cileet— « f (or we) of do hereby nominate Form of proxy which "6 ade . is limited to each constitute and appoint one of the propric tOV'S particular niceting. "of the & Sydney Railway Company to be my proxy in my " name and in my absence to vote and give my assent to " or dissent from any busincss matter or Y thing relating to " the said company that shall be mentioned or proposed * at the gencral or special assembly of the said company " to he holden. the day of or any "adjournment thereof if I shall not be present in such * manner as he shall think fit for the benefit of the said "company In witness whereof I have hereunto sect my " hand this day of one thousand cight * hundred and na And every question of election of public officers or other matters or things which shall he 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 proprictors of more than five hundred shares. tt. And be it enacted That if any sharcholder be a lunatic or votes of lunaties idiot such lunatic or idiot may vote by his committee and if any sharc- ad minors &e. holder be a minor he may vote by his guardian or any one of his guardians and every such vote may be given cither in person or by proxy. And he it enacted That whenever five thousand shares of First general meet- the said, ce Capital stock shall have been subscribed and the deposits paid to eaniee the as aforesaid the first general meeting of the sharcholders for putting company. 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 mecting not less than fifteen days notice shall Fifteen days notice he given by advertisement in the New Soulh Wales Government Gazelte one given and in one or more of the newspapers published in the said city which notice three or more of the said sharcholders arc hereby autho- rized to give and there shall be held in each and every year after the present year two general meetings of the sharcholders to be convened upon thic first Tucsday in the months of January and July in cach year at the hour of eleven in the forenoon in the said city or at such other hour or place as the said company at the preceding ¢ gencral meeting shall from time to time direct and appoint of which future general meeting not less than fifteen days notice shall be given by public advertisement as herein before mentioned or in such other manner as the said company at their respective gencral mectings shall direct and at. such first general mecting the sharcholders then present by them- selves or their proxies shall proceed to elect by the majority of votes out of such sharcholders as at the time of such election shall respect- ively be possessed in their own right of not less than fifty shares in the said company six persons to be directors to manage and conduct the affairs of the said company and the directors so chosen shall choose out: 158 13° VIC. 1849. Sydney Railway Company. out of their number one who shall be president of the said company Omission to mect not Provided always that the omission to mect as hercinbefore required to work forfeiture. shall work no forfeiture but the shareholders may he afterwards called ; _ together by the directors of the said company for the time being. Retirement of direc- 46. And be it enacted That at cach gencral 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 until all the first set of directors in office at the first general meeting in July shall have so retired and then in cach 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 mecting in the month of July in each and every year the shareholders then present by themsclves or their proxics shall elect a new director in the place of the director who shall have so retired in the manner hercin- before provided for the election of the first set of directors Provided Director retiring always that every director who shall by rotation or otherwise go out may be immediately of office on any annual day of clection shall be eligible to be immedi- : ately re-elected a dircctor of the said company and any director who shall at any time be re-elected shall be deemed to have been in office only from the time of such re-clection and that all the said first set of directors shall have so retired before any new or re-elected director shall retire. Directors to continne 47. And be it enacted That in case any general meeting of the In ofice CS . . " chosen company at which a new director ought to have been chosen shall have been adjourned from any cause whatever and a new director shall not have been chosen at such meeting then and in every such case the directors in office for the time being shall continue and have full power to act until a new director shall be duly chosen. Vacancy in the office 48. And be it enacted That every vacancy in the office of fillcd ep within two director occasioned by death resignation disqualification or removal or months, 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 general meeting of the shareholders to be convened by the board of directors for that purpose within two calendar months next after such vacancy shall occur and every shareholder who shall be elected to supply any vacancy in the office of director occasioned by the death resignation disqualification or removal of any director as aforesaid shall continue in office so long only as the person in whose place or stead he may be elected would have been entitled to continue in office if such death resignation disqualification or removal had not happened. No person concerned 49. Provided always and be it enacted That no person being in contracts under' "concerned or interested in any contract under the said company shall the company shall be : : . J capable of beinga be capable of being chosen a director of the said company and no director. director shall be capable of being interested in any contract with the company during the time he shall be a director. Directors to appoint 50. And be it enacted That the said directors shall have the ofliners. and other power of nominating and appointing all and every the engineers and other officers and persons connected with the said company at such salaries or rates of remuneration as to the said directors shall scem proper and shall. have the management and superintendence of the affairs of the said company and they may lawfully exercise all the powers of the company except as to such matters as are directed by this Act to be transacted by a general mecting of the company but the exercise of all such powers shall be subject to the by-laws rules Sharebolderstomake A regulations of the said company and the sharcholders shall have and amend by-laws. power from time to time to alter and amend or to make such rules by-laws and regulations for the good government of the said company and of such railways works and property hereinbefore mentioned and for 1849. 13° VIC. 159 Sy Sydney y Railway Company. for the well governing of the engineer workmen and other persons employed by the said company and for regulating the sccurities to be required of the several officers and other persons w vho shall be entrusted with the moncys of the said company as to the major part of the share- holders shall seem mect which said rules by-laws and regulations being put into writing under the common seal of the said company shall be published in 'the New South Wales Government Gazette and py.aws to be pub- also in onc or more of the newspapers published in the city of Sydney lished, and shall be binding upon and observed by all partics and shall be sufficient in any Court of law to justify all persons who shall act. under the same. 51. And be it enacted That it shall be lawful for any number Callof extraordinary of sharcholders holding in the aggregate onc thousand shares by paceding of the come writing under their hands at any time to require the said directors to call an extraordinary meeting of the said company and such requisition shall fully express the object. of the meeting vequired to be called and shall be left at the office of the said company and forthwith upon the receipt of such requisition the said directors shall convene a mecting of the shareholders and if after twenty-one days after such notice the directors shall fail to call such meeting the shareholders aforesaid qualified as aforesaid may call such niceting by giving sixty days public notice thereof im the New South Wales Government Gazelle and in one or more of the newspapers published in the city of Sydney. 52. And be it cnacted That fifteen days public notice at the Fifteen days notice iverti t ¢ least of all mectings whether general or extraordinary shall be given Py given of all meet- by advertisement in the New South Wales Government Gazette and ings of the company. one or more newspapers as hereinbefore mentioned which notice shall specily the place day and hour of meeting and every notice of an extraordinary meeting shall specify the purpose for which such meeting is called. 538. And in consideration of the great charges and expenses Toll granted to the which the said company must necessarily incur and sustain in making oeey of passens and maintaining the said railways and other the works hereby aurtho- gers and property. rized to be made Be it enacted That it shall be lawful for the said company from time to time and at all times hereafter to ask demand take recover and receive to and for the use and benefit of the said company a toll for and in respect of all passengers and property of every description which shall be conveyed or transported upon such railways or any of their branches or in the carriages steam boats or vessels connected therewith as aforesaid at such rates per mile as shall be established from time to time by the directors of the said company that the transportation of persons and property the construction of cars and carriages the weight of loads and all other matters and things in relation to the use of such railways and their branches shall be in conformity to such rules regulations and provisions as the said dircctors shall from time to time prescribe and direct and that such railways and their branches may be used by any person or persons who may comply with such rules and yegulations Provided always that if the rates tolls or dues that may "be established by the said company under and by virtue of this Act shall be found excessive Seale of tolls may be it shall' and may be lawful for the Legislature to reduce the said yevsed by the Leste rates tolls or ducs so as that the same shall not produce to the said company a greater rate of clear annual profits divisible upon the subscribed and paid up capital stock of the said company than fifteen pounds annually for every one hundred pounds of such capital and in Statement of : s d receipts order that the true state of the said company shall be known it shall be expense ad coi the duty of the president and directors thercof to file in the office of the Covent) Beer cary 8 Colonial Sceretary of this Colony for the information of the Legisla-°" ture a mation of the Legis- lature seven years after the completion of the work. Right of purchasing the railway and its appurtenances reserved to Her Majesty's Govern- ment. Proviso for reference to arbitration. * Mails guards &c. to be forwarded on tho railway under the direction of the Postmaster General. a 13° VIC. 1849. Sydney Railway Company. ture at the expiration of seven years after the said railway shall have been completed as aforesaid a just and true statement and account of the moneys by them disbursed and laid out in making and completing the said railway in manner aforesaid and also of the amount of tolls and revenues of the said railways and of the annual expenditure and disbursements in maintaining and keeping up the same during the said seven years the said several accounts and statements to be signed by the accountant and countersigned by the president of the said company and by such accountant verified by solemn declaration to be made before any one of Her Majesty's Justices of the Pcacc or before a notary public in the manner hereinbefore mentioned And provided also that it shall be the duty of the said president and directors of the said company once in cach and every year after the expiration of the said seven years to file in the said office of the Secretary of the said Colony for the information of the Legislature a like statement signed by the accountant and countersigned by the president as aforesaid. 54. And be it enacted That whatever may be the rate of divi- sible profits on the said railways it shall be lawful for Her Majesty's Government if it shall think fit subject to the provisions hercinafter contained at any time after the expiration of the term of twenty-one years to purchase the said railway with all its hereditaments stock and appurtenances in the name and on behalf of Wer Majesty upon giving to the said company three calendar months notice in writing of such intention and upon payment of a sum equal to twenty-five years' purchase of the annual divisible profits cstimatcd on the average of the seven then next preceding years Provided that if the average rate of profits for the said seven years shall be less than the rate of fifteen pounds in the hundred it shall be lawful for the company if they shall be of opinion that the said rate of twenty-five years' purchase of the said average profits is an inadequate rate of purchase of such railway reference being had to the prospects thereof to require that it shall be left to arbitration in case of difference to determine what (if any) additional amount of purchasc money shall be paid to the said company Provided also that such option of purchase shall not be exercised except with the consent of the company while any such revised scale of tolls fares and charges shall be in force. 55. And be it enacted That it shall be lawful for the Postmaster General for the time being or his chief deputy in this Colony acting for and on behalf of Her Majesty's Government by notice in writing under his hand or under the hand of such deputy as aforesaid delivered to the said company to require that the mails or post Icttcr bags shall from and after a day to be named in such notice (being not less than twenty-cight days from the delivery thereof) be conveyed and forwarded by the said company on their railway either by the ordinary trains of carriages or by special trains as need may be at such hours or times in the day or night as the Postmaster General or his said deputy shall direct together with the guards appointed and employed by the Post- master General or his said deputy in charge thereof and any other officers of the Post Office and thereupon the said company shal! from and after the day named in such notice at their own costs provide sufficient carriages and engines on the said railway for the conveyance of such mails and post letter bags to the satisfaction of the Postmaster Gencral or his deputy and to receive and take up carry and convey by such ordinary or special train of carriages or otherwise as need may be all such mails or post letter bags as shall for that purpose he tendered to them or any of their officers servants or agents by any officer of the Post Office and also receive take up carry and convey in and upon the carriage or carriages carrying such mails or post letter bags the guards in charge thereof and any other officer of the Post Office and shall receive 1849. 13° VIC. 161 Sydney Railway Company. receive take up and deliver and leave such mails or post letter bags guards and officers at such places in the line of such railway or railwa) on such days and such hours or times in the day or night and subject to all such reasonable regulations and restrictions as to speed of travelling places times and durations of stoppages and times of arrival as the Postmaster General or his said deputy shall in that behalf from time to time order ov dixect Provided always that the rate off Rate of speed not to speed to be required shall in no case exceed the maximum rate of established by the speed prescribed by the directors of the said company for the con- comPry- veyance of passengers by their first class trains nor shall the company be responsible for the safe custody or delivery of any mail bags so sent. 56. And be it enacted That the said company shall be entitled Compensation for to such reasonable remuneration to be paid by the Postmaster General rng feo e or his deputy for the conveyance of such mails post letter bags mail- ment or arbitration, guards and other officers of the Post Office in manner required by such Postmaster General his deputy or by such other officer of the Post Office as he shall in that behalf nominate as aforesaid as shall (either prior to or after the commencement of such service) be fixed and agreed on between the Postmaster General or his deputy and the said company or in ease of difference of opinion between them the same shall be referred to the award of two persons one to be named by the Postmaster General or his deputy and the other by the said company and if such two persons cannot agree on the amount of remuneration or compensation then to the wmpirage of some third person to be appointed by such two first-named persons previously to their entering upon the inquiry and the said award or umpirage as the case may be shall be binding and conclusive on the said parties and thee respective suecessors and assigns. And be it enacted That in all references to be made under Nomination of arbi- the authority of this Act the Postmaster General or his deputy or the 'te snd wnpire. said company as the case may be shall nominate his or their arbitrator within fourteen days after notice from the other party or in default it shall he lawful for the arbitrator appointed by the party giving notice to name the other arbitrator and such arbitrators shall proc ced forth- with in the reference and make their award therein within twenty- eight days after their appointment or otherwise the matter shall be left. to be determined by the umpire and if such umpire shall refuse or neglect to proceed and make his award for the space of twenty-cight days after the matter shall have been referred to him then a new umpire shall be appointed by the two first-named arbitrators who shall in like manner proceed and make his award within twenty-cight days or in default be superseded and so on ¢olies quoties. 58. And be it enacted That whenever it shall be necessary for Obligation to trans- the public service to move any of the officers or soldiers of Trex [tt reops along the Majesty's forces of the line ordnance corps marines militia or police force by the said railway or railways or any of the branches thereof the directors thereof shall and are hereby required to permit such forces respectively with their baggage stores arms ammunition and other necessaries and things to be conveyed at the usual hours of starting at such prices or upon such conditions as may from time to time be contracted for between the Colonial Secretary of this Colony or such officer duly authorized for that purpose and the said company for the conveyance of such forces on the production of a route or order for their conveyance signed by the proper authorities. 59. And be it enae ted That the said company on_ being Obligation to permit r