New South Wales: the Australian General Assurance Company’s Incorporation Act 1866 29 Vic (NSW)

AUSTRALIAN GENERAL ASSURANCE Company's INCORPORATION. Preamble. An Act to incorporate the Australian General Assurance Company. [7th April, 1866.] HEREAS a Joint Stock Company called the " Australian Fire and Life Assurance Company "' was in the year one thousand eight hundred and thirty-six established at Sydney under and by virtue of the provisions of a certain deed of settlement bearing date the twentieth day of May one thousand cight hundred and thirty-six by which the duration of the said Company was limited to the period of thirty-one years from the date thereof and the business of such Company was carried on accordingly under such name and provisions until the year one thousand eight hundred and thirty-nine And whereas by a supplementary deed of settlement bearing date the sixth day of March one thousand eight hundred and thirty-nine the business of marine assurance was added to the business which the said Company was by its original constitution competent to transact and the name and style of the said Company was altered to that of the " Australian General Assurance Company"? And whereas an Act was passed in the ninth year of the reign of Her present Majesty intituled "dn Act "to simplify proceedings at Law or in Equity by or against the " 'Australian General Assurance Company'" and for other purposes therein mentioned And whereas by another Act made and passed in the twentieth year of the reign of Her present Majesty intituled "(dn Act to incorporate the ' Australian General Assurance Company'" the said Company was incorporated And whereas under the last- mentioned name and style and under the joint effect of the provisions contained in the said original and supplementary deeds of settlement and under such of the said recited Acts as for the time being have been in force and operation the marine business of the said Company (thereinafter called the original Company) has been until recently transacted the fire and life departments having been some time since discontinued And whereas by a document in writing bearing date the second day of October one thousand eight hundred and sixty-five made and signed in conformity with a provision in that behalf con- tained in the said recited supplementary deed of settlement the said original Company was dissolved with a reservation only of such powers as should be necessary for the Directors or other officers thereof to give effect to the authority thereinafter conferred and otherwise to 1866. 29° VIC. Australian General Assurance Company's Incorporation. to wind up and bring to a close original Company the outstanding concerns of the said And whereas a Joint Stock Company called by the same name as the said original Company so dissolved as aforesaid was contemporaneously with the dissolution of the said original Company established at Sydney aforesaid under and subject to the rules regulations and provisions contained in a certain decd of settlement bearing date the second day of and sixty-five purporting to be whereas by such last-mentioned October one thousand eight hundred the deed of settlement thereof And deed of settlement the several parties thereto (other than the nominal covenantee therein named) have respectively and mutually covenanted and agreed that they whilst holding shares in the capital of continue until such Company sl the said Company would remain and 10uld be dissolved under the provisions in that behalf therein contained a Joint Stock Company under the name style and title of the "Australian General Assurance Company" for the purpose of effecting and carrying out the objects or business therein particularized being suc h and the same as are enumerated in section six of this Act And whercas it was by the said last-mentioned decd of settlement agrerd that the capital of the Company thereby formed should consist of sixty thousand pounds sterling and be divided into and contributed in twelve thousand shares of the amount of five pounds cach and of such further sum or sums as might thereafter be raised by the creation allotment and sale of new shares as therein provided And whereas by the said last-mentioned deed of settlement provision has been made for the due management of the affairs of the said Company by certain Direc by other Directors and officers t appointed as their successors by And whereas the whole of the s ors and officers already appointed and o be from time to time elected and the shareholders of the said Company hares of the said last-mentioncd Com- pany have been allotted or subscribed for and the deposits paid up thercon in accordance with the pr ovisions of the said last-mentioned deed of settlement And whercas by the said recited document in writing of the second day of October one t it was amongst other things aut housand eight hundred and sixty-five horized and directed that the good-will of the business of the said original Company should be transferred and belong to the said Company intendcd to be hereby incorporated and that the liability on any policy issued by the said original Company should for the consideration therein expressed be transferred to and adopted by the said Company hereby in tended to be incorporated excepting certain liabilities therein expressly excepted And that the business premises of the said original Sydney with the furniture fixtw and conveyed to or otherwise Company situate in New Pitt-street res and fittings therein should be sold vested in the said Company hereby intended to be incorporated or as they might direct in consideration of the purchase moncy therein expressed and in fact already paid and that the residuc of the real estate of the said original Company should notwithstanding any existing contract for sale affecting the same but subject thereto in the events which have happened be forthwith vested in the Company hereby intended to be incorporated for the convenience of transmission of the estate and interest therein on such last-mentioned Company undertaking to carry out any such existing contract as aforesaid or otherwise to deal therewith in accordance with the directions of the Dir And whereas the said Company ectors of the said original Company so established by the said last herein- before recited deed of settlement is desirous of being incorporated and it is considered that it will be advantageous not only to the said Company but also to the mercantile shipping and other interests of New South Wales that it should be incorporated accordingly and that other Interpretation clause, " Deed of settle- ment." "The Company." " The Directors." " Shareholder." Acts 9 Vict. and 20 Vict. repealed. Company incorpoe rated. 29° VIC. 1866. Australian General Assurance Company's Incorporation. other the provisions incidental to such incorporation and to the disso- lution of the said original Company hereinafter contained should be made Be it therefore enacted by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows :— 1. The following words and expressions wherever hereinafter appearing shall have the several meanings hereby assigned to them unless there be something in the subject or the context repugnant to such construction that is to say— The expression "deed of scttlement" shall mean and include the said recited deed of settlement of the second day of October one thousand eight hundred and sixty-five and any alterations additions and amendments that may from time to time be made in or to the same in pursuance of the provisions in that behalf therein contained. The expression "the Company" shall mean the Company constituted under the provisions of the deed of settlement and incorporated by this Act. The expression ''the Directors"? shall mean the Board of Directors of the Company duly appointed under the pro- visions of the deed of settlement. The word "shareholder"' shall mean shareholder proprietor or member of the Company. 2. The said recited Acts passed in the ninth and twentieth years of the reign of Her present Majesty shall be and the same are hereby repealed provided that neither the said repeal nor anything herein contained shall in any manner prejudice or affect any right liability or claim or any contract act deed policy matter or thing existing incurred entered into done executed or commenced or agreed so to be before this Act shall come into operation nor shall such repeal or anything herein contained affect the validity of any act deed' or instrument to be done or executed in the course or for the pur- poses of the winding up of the said original Company and all the powers hitherto vested in the said original Company or any of its officers shall be and remain in force for such but for no other pur- poses but such reservation of liability shall in no way affect the hereinbefore recited arrangements made by the Company with the said original Company for the adoption of certain outstanding risks or the liability of the Company for the original Company thereunder. 3. Every person who has already become or at any time here- after shall or may in the manner provided by and subject to the rules regulations and provisions contained in the deed of settlement become holders of shares of or in the capital for the time-being of the Company shall for the purposes herein contemplated but subject nevertheless to the conditions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of the * Australian General Assurance Company" and by that name shall and may sue and implead any person whether a member of the Company or not and may be sued and impleaded by any such person in all Courts whatsoever at law or in equity and may prefer lay and pro- secute any indictment information or prosecution against any person whomsoever whether a shareholder or not for any stealing embezzle- ment fraud forgery crime or offence and in all indictments informa- tions and prosecutions it shall be lawful to state the money and goods effects bills notes securities or other property of whatsoever nature (the subject of such proceedings) to be the money goods effects bills notes securities or other property of the Company and to designate the Company by its corporate name whenever for the purpose of any allegation ' 1866. 29° VIC. | 17 Australian General Assurance Company's Incorporation. allegation of an intent to defraud or otherwise howsoever such desig- nation shall be necessary and the Company shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the Company. 4. The several laws rules regulations clauses and agreements Deed of settlement contained in the deed of settlement or to be made in pursuance ©itmed. of the provisions for that purpose therein contained are and shall be the by-laws for the time-being of the Company save and except in so far as any of them are or shall or may be altered varied or repealed by or are or shall or may be inconsistent with or repugnant to any of the provisions of this Act or of any of the laws or statutes in force in the said Colony subject nevertheless to be and the same may be amended altered or repealed cither wholly or in part in the manner provided by the deed of settlement but no rule or by-law shall on any account or pretence whatsoever be made by the Company cither under or by virtue of the deed of settlement or of this Act in opposition to the general scope or true intent and meaning of the deed of settlement or of this Act or of any of the laws or statutes in force in the said Colony. 5. The production of a written or printed copy of the deed of Evidence of by-law. settlement or of any by-laws to be made in pursuance thereof or in pursuance of this Act having the common seal of the Company affixed thereto shall be sufficient evidence in every Court of civil or criminal jurisdiction of such deed of settlement or of such by-laws. 6. It shall be lawful for the Company subject to the restrictions General business of and provisions herein contained to carry on the business of effecting the Company. assurances against the risks of loss or damage whether at sea in harbours or navigable waters to ships vessels or other craft or goods on board ships vessels or other craft or in course of transit over- land or of conveyance in any lighter boat or other craft or any dray or other vehicle to or from any ship vessel or other craft also to goods by fire or flood in sheds stores or other buildings or elsewhere while waiting shipment or transhipment also against loss of freight or all . or any of such risks or of any other maritime risks whatsoever and generally to carry on as principal or agent any business in connection with maritime assurance allowed by law in any part of the world with full power in the matters aforesaid to enter into treaty act or unite with amalgamate with buy up or absorb any other Assurance Company Office or Body or any other Company or individual for the time-being carrying on business similar to that for the time-being carried on or determined to be carried on by the Company and to carry on and conduct any other business which may be determined upon in pursuance of the powers for that purpose in the deed of settlement contained. 7. The shares in the capital property and profits of the Com- Shares to be personal pany shall be personal estate and transmissible as such subject to the estate. restrictions for that purpose contained in the deed of settlement and shall not be of the nature of real estate. 8. Subject to the restrictions for this purpose in the decd of Transfer of shares to settlement contained every shareholder may scll or transfer all or any °°" """ of his shares in the capital of the Company (but not a fractional part of a share) and every such transfer shall be by deed and according to a form to be approved of by the Divectors. 9. Upon the assignee of any insolvent shareholder or the The assignee or trustees of any estate assigned for the benefit of creditors electing to jesete. oravigned accept the shares of any insolvent shareholder or of any such assigned estate to nominate estate such assignee or trustees shall forthwith nominate some other hecome proprietor. person or persons to become a proprietor or proprietors in respect of such shares such nominee or nominees to be subject to the approval of 18 29° VIC. 1866. Australian General Assurance Company's Incorporation. of the Directors but in no case shall such assignee or trustees be themselves entitled to become shareholders in respect of the shares of any insolvent shareholder or of any estate assigned for the benefit of creditors. Company not bound 10. The Company shall not be bound to notice or sce to the to regard trusts. execution of any trust or equitable interest or claim whether express implied or constructive to which any share may be subject and the receipt of the party in whose name any such share shall stand in the books of the Company or if it stands in the name of more parties than one the receipt of the one of the parties recognizable as a shareholder under the provisions of the deed of settlement shall from time to time be a sufficient discharge to the Company for any dividend or other sum of money payable in respect of such share notwithstanding any trust or equitable interest or claim to which such share may then be subject and whether or not the Company have had notice of such trust or equitable interest or claim and the Company shall not be bound to see to the application of the money paid upon such receipt and every share shall be subject to the engagements and liabilities to which under the provisions of the deed of settlement the same is rendered liable irrespective and to the exclusion of any such trust equitable interest or claim. Declaration in action 11. In any action or suit to be brought by the Company for calls. against any shareholder to recover the money due for any call made by virtue of this Act or of the deed of settlement it shall not be necessary to set forth the special matter but it shall be sufficient for the Company to declare that the defendant is the holder of one share or more in the capital of the Company (stating the number of shares) and is indebted to the Company in the sum to which the calls in arrear shall amount 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 accrued to the Company. Matter to he proved 12. On the trial or hearing of such action or suit it shall be in action for call. sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the capital of the Company and that such call was in fact made and such notice thereof given as is provided for that purpose in the deed of settlement 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 Company shall be entitled to recover what shall be due upon such call with interest thereon. Dividend not to be 18. No dividend shall in any case be declared or paid out of eribed capital, the subscribed capital for the time being of the Company. Company may hold 14. It shall be lawful for the Company notwithstanding any ands wc. statute or law to the contrary to purchase take hold and enjoy to them and their successors for any estate term of years or interest any houses offices buildings or lands necessary or expedient for the purpose of managing conducting and carrying on the affairs concerns and business of the Company also to take and hold the lands and hereditaments vested in them in manner and for the purposes hereinafter particularly mentioned also to build suitable offices on land purchased for that purpose and also to take and to hold until the same can be advan- tageously disposed of for the purpose of reimbursement only any lands . or property which may be taken by the Company in satisfaction liquidation or discharge of any debt due to the Company or in security for any debt or liability and that whether the same shall be subject to any existing lien mortgage or charge in favour of the Company or not and to sell enfeoff release convey demise assign exchange or otherwise dispose of all or any such houses offices buildings lands and property as occasion may require. 15. 1866. 29° VIC. 19 Australian General Assurance Company's Incorporation. 15. It shall and may be lawful for every person who is or shall Conveyance to Cor- be otherwise competent to Vrant sell alien release convey assign assure P*ticn- demise and dispose of unto and to the use of the Company and their successors for the purposes aforesaid or any of them any such houses offices lands or property. 16. All the lands securities bonds covenants debts moncys Property at present choses in action and things at present vested in the Trustees of the ated in Cores Company or any other person on behalf of the Company shall imme- tion. diately after the passing of this Act become vested in the Company for the same estate and intercst and with thé like powers, and autho- rities as the same are now vested in the said Trustees or other person without any assignment or conveyance whatsoever. 17. 'All the lands tene ments hereditaments chattcls real secu- Property of original rities property choses in action eredits and effects (other than realized Cone ne m moneys) at the time of the passing of this Act belonging to or vested - in the said original Company or in any person in trust for such last- mentioned Company shall immediately after the passing of this Act but subject to any existing contract or trust affecting the same and the due performance thereof become vested in the Company for the same estate and interest and with the like powers of suing for and recovering the same and other powers and authoritics as the same are now vested in the said Company or in such person as aforesaid in trust for and subject to the directions of the Directors of the said original Company without any feoffment release conveyance or assign- ment whatsoever and the Company may sue for and recover all such choses in action and eredits in its own name. 18. It shall be lawful for the Company to increase its capital] Increase of capital. by the issue of new shares in the mode prescribed by and in accordance with the provisions of the decd of settlement. 19. Nothing in this Act contained shall be construed to pre- Act not to prejudice judice any call made or any contract entered into by or with the SY comct aiready Company or any person on behalf of the Company before 'this Act shall have come into operation but the same call or contract shall be as valid to all intents and purposes as if this Act had not been passed and may be enforced in like manner as if the Company had been incorporated before such call was made or such contract was entered into. 20. The production of the shareholders' register book to be kept Sharcholders' regis- in accordance with the provisions of the deed of scttlement shall be ter book to be evi admitted in all Courts of civil and criminal jurisdiction as primd facie evidence of the person named therein as a shareholder being such sharcholder and of the number of his shares and every shareholder or other person having a judgment at law or a decree in equity against the Company may at all convenicnt times peruse the shareholders' register book gratis and may require a copy thereof or of any part thereof and for every one hundred words so required to be copicd the Company may demand a sum not exceeding one shilling. 21. In the event of the assets of the Company being insufficient Liability of share- to meet its engagements cach sharcholder shall in addition to the bolder. amount of his subscribed shares in the capital of the Company be responsible to the extent only of a sum equal to the amount of his said shares Provided that such limitation of liability shall be clearly shewn upon the face of every policy issued by the Company. 22. In all cases in which by any Act of Parliament or by any Manager to do rule or order of the Supreme Court or any other Court now or 'tain acts. hereafter to be in force in this Colony the plaintiff or defendant in any action suit or other proceeding or any creditor of an insolvent estate or any person being a party to or interested in any process or proceeding whatsoever is or shall be authorized empowered or required to Custody and use of corporate seal. Short title of Act. 29° VIC. 1866. Australian Library and Literary Institution Act Amendment. to make any affidavit or to sign or present any petition or to do any other act it shall be lawful and competent for the manager acting manager or other officer or agent of the Company (where such Company shall be such plaintiff defendant or creditor or be a party to or otherwise interested in any process or proceeding whatsoever as aforesaid) for and on behalf of the Company to make any such affidavit sign or present any such petition or do any such other act as aforesaid. 28. The Directors for the time being shall have the custody of the common seal of the Company and the form thereof and all other matters relating thereto shall from time to time be determined by the Directors in the same manner as is provided by the deed of setitle- ment for the determination of other matters by the Directors and the Directors present at a Board of Directors of the Company shall have power to use such common seal for the affairs and concerns of the Company and to authorize and depute the manager or any one of their body to use or affix the same (provided the affixing of such seal be ' evidenced by the signature opposite thereto of at least two Directors) and under such seal to authorize and empower any person without such seal to execute any deeds or policies and do all or any such other matters and things as may be required to be executed and done on behalf of the Company in conformity with the provisions of the deed of settlement and of this Act but it shall not be necessary to use the common seal for the appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding for the execu- tion of any policy of assurance or slip or receipt for the same (which latter instruments may be executed in conformity with the provisions in that behalf in the deed of settlement contained) or for or in respect of any other of the ordinary business and objects of the Company. 24. In citing this Act in other Acts of Parliament and in legal instruments or otherwise it shall be sufficient to use the expression "the Australian General Assurance Company's Incorporation Act 1866."