New South Wales: The Goulburn Meat-preserving Company's Incorporation Act 1870 34 Vic (NSW)

Netw South ales. ANNO TRICESIMO QUARTO VICTORIA REGINA. An Act to ineorporate the Goulburn Meaty 30 Company's preserving Company (Limited) and to icomontoy. enable the said Company better to carry —~ on and to transact the business of the same. [26th October, 1870.] HEREAS a Joint Stock Company called "The Goulburn preamble. Meat-preserving Company" has lately been established at Goulburn in the Colony of New South Wales under and subject to the rules regulations and provisions contained in a certain deed of settle- ment bearing date the fifteenth day of January one thousand eight hundred and seventy purporting to be the deed of settlement of the said Company And whereas by the said deed of settlement the several parties thereto have respectively and mutually covenanted and agreed that they whilst holding shares in the capital of the said Company should become remain and continue until dissolved under the provisions in that behalf therein contained a Joint Stock Company for the express object of carrying on the business thereof under the name style and title of ©The Goulburn Meat-preserving Company" for the purpose of carrying on the business of preserving salting smoking freezing drying or "otherwise curing of meat by any process whatever the manulacture of tallow and the general utilization of animal matter in the Colony of New South Wales And also for purchasing and importing the necessary materials for the making and manufacturing thereof And also for selling and disposing of and exporting of all such products manufactured or otherwise to any part of the world and for all G or Interpretation clause. "The Company." "The Directors." " Sharcholder." " Deed of settle- ment," Company incor- porated, 34° VIC. 1870. Goulburn Meat-preserving Company' s Incorporation. or any of the purposes aforesaid to purchase oxen sheep and other animals alive or dead to engage hire build or purchase suitable premises and to erect the necessary machinery for the carrying on of all such operations And whereas it was by the said deed of settlement agrecd that the capital of the said Company should until increased under the provisions in the said deed of settlement contained consist of fifteen thousand pounds sterling to be contributed in fifteen thousand shares of one pound each And whereas by the said deed of settlement provi- sion has been made for the due management of the affairs of the said Company by certain Directors and Auditors already appointed and by other Directors and Auditors to be from time to time elected and appointed as their successors by the shareholders of the said Company And whereas the said Company i is desirous of being incorporated as a Company with limited liability and it is expedient that the said Company should be incorporated accordingly 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 in the Act shall have the several meanings hereby assigned to them unless there be some- thing in the subject or the context repugnant to such construction (that is to say)— The expression " the Company incorporated by this Act. The expression '" the Directors" shall mean the Board of Directors of the Company duly appointed under the provi- sions of the deed of settlement of the Company. The word " shareholder" shall mean shareholder proprietor or member of the Company. The expression "deed of settlement" shall mean the deed of settlement of the Company and any addition to alteration or amendment thereof which may be made in pursuance of the provisions thereof. 2. Such and so many persons as have already become or at any time or times hereafter shall or may in the manner provided by and subject to the rules regulations and provisions contained in the said deed of settlement become holders of shares of or in the capital for the time-being of the Company and shall have executed the said decd of settlement shall subject nevertheless to the conditions regulations and provisions hereinafter and in the said deed of settlement contained be one body politic and corporate with limited liability as hereinafter provided under the style title and name of " The Goulburn Meat- preserving Company (Limited)" and by that name shall and may make and take grants assurances (absolute or otherwise) demises or assign- ments of any lands hereditaments goods chattels and effects whatsoever and shall and may sue and implead and present or make any pctition or motion and institute carry on and conclude any proceeding at law or in equity and in any branch or jurisdiction of the Supreme Court and in any other Court whatsoever either now or hereafter to be established against any person whether a member of the Company or not and may be sued and impleaded by any person whether a member of the Com- pany or not in all Courts whatsoever at law or in equity and may prefer lay and prosecute any indictment information or prosecution against any person whomsoever whether a shareholder or not for any crime or offence whatsoever and in all indictments informations and prosecutions it shall be lawful to state the money goods effects bills notes securities or other properties of whatsoever nature of the Com- pany relative to such indictment information or prosecution is pre- ferred laid or prosecuted to be the money goods effects bills notes securities " shall mean the Company " 1870. 34° VIC. 8 Goulburn Meat-preserving Company's Incorporation. securities or other properties of the Company and generally to designate the Company by its corporate name whenever for any purpose whatsoever such designation 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. 3. The several laws rules regulations provisions clauses and agree- Deed of settlement confirmed and clauses ments contained in the said deed "of settlement and to be from 'time &e, therein to be the to time and at any time made in pursuance of the provisions for that Py; laws for the time- purpose contained therein are and shall as the same shall continue or = be as originally made or shall in pursuance of the provisions in that behalf in the said deed of settlement contained be from time to time and at any time altered varied or amended 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 altcred varied or repealed by or are or shall or may be inconsistent with or repugnant to any o 'the provisions of this Act or of any of the laws or statutes now or hereafter to be in force in the said Colony Provided always that any such laws rules regulations provisions clauses and agreements may from time to time and at any time be amended altered or repealed either wholly or in part in the manner provided by the said deed of settlement But no rule or by-law shall on any account or pretence whatsoever be made by the Company either under or by virtue of the said deed of settlement or of this Act in opposition to the general scope or true intent and meaning of the said deed of settlement or of this Act or of any of the laws or statutes in force on the said Colony. . The production of a written or printed copy of the said deed Evidence of by-laws. of settlement or of any rules by-laws or regulations to be made in pursuance thereof or in pursuance of this Act having the common scal of the Company affixed thereto shall be sufficient evidence in every Court of civil or criminal jurisdiction of such deed of settlement and of all the contents and provisions thereof and of the rules by-laws and regulations of the said Company for the time-being and at the time of the affixing thereto the said scal of the Company and the certificate of the manager for the time-being of the time at which the said seal shall have been affixed to the said printed copy shall be evidence of the fact of the seal having been affixed at the date or time at which it pur- ports to have heen affixed and the provisions rules by-laws and regula- tions contained in such printed copy shall be taken and held in any and every Court in which the same shall be produced to be the then continuing and existing and unaltered and unvaried unless the contrary shall be proved. 5. It shall he lawful for the Company notwithstanding any Power to purchase statute or law to the contrary to purchase take hold and enjoy to them #4 hold lands &. and their successors for any estate term of years or interest or under license any lands houses offices buildings or hereditaments as may be necessary or proper for the purpose of managing conducting and carry- ing on the affairs concerns and business of the Company 'and to sell mortgage convey assign assure demise or otherwise dispose of or act in respect. of such lands houses offices buildings and hereditaments as occasion may require and no person purchasing or taking any assurance (absolute or " otherwise) demise or assignment of any property real or personal from the Company shall be bound to i inquire as to the necessity or advisability of any such assurance demise or assignment and the receipt of the manager for the time being of the said Company for any money paid on or with respect to any such assuwance demise or assign- ment shall absolutely discharge the person taking any such assurance demise ov assignment from seeing to the application of any such money paid by him thereon or with respeet to the same and from being in any way answerable or accountable for any non-application or mis-applica- tion thereof provided that such person was not at the time of any such receipt 4 34' VIC. 1870. Goulburn Meat-preser ving Company' y's Incorpoi ration. receipt a party to or cognizant of any such non-application or mis- application or contemplated or intended non-application or mis-applica- tion of any such money or any part thereof. Increase of capital. 6. It shall be lawful for the Company from time to time to extend or increase its capital for the time-bemg by the creation and disposal of new shares in the manner specified in the said deed of settlement. Power to borrow 7. It shall be lawful for the Directors from time to time as they money. shall see fit in the manner specified in the said deed of settlement to make accept and indorse such promissory notes or bills of exchange on behalf of the Company for any purposes connected with the affairs and business of the Company and the making accepting and indorsing of any such promissory notes or bills of exchange by the Chairman of the Company or other person authorized in that: behalf by the Directors for and on behalf of the Company shall be binding against every share- holder and it shall be also lawful for the Dircetors on behalf of the Company to procure advances and to borrow moncy and to pay off and discharge such advances in the manner for the purposes and subject to the restrictions specified in the said deed of settlement. Property at present 8. All the land goods chattels securities covenants debts moncys in trustees to become . . ; - ; vested in Corpora. Choses in action property and things at present vested in the Trustecs tion. of the Company or any other person on behalf of the Company shall immediately after the passing of this Act become vested in the Com- pany for the same estate and interest and with the like powers and authorities as the same are now vested in the said Trustees or other person without any assignment or conveyance whatever. Act not to prejudice 9. Nothing in this Act contained shall prejudice or be construed any contract &c. - already entered into, to prejudice any call made or any contract or other act deed matter or thing entered into made or done by the Company or by any person on behalf of the Company under or by virtue of the said deed of settle- ment before this Act shall have come into operation but the same call contract act deed matter or thing shall be as valid and effectual to all intents and purposes and may be enforced by or against the Company in like manner as if the Company had been incorporated before the same call contract act deed matter or thing had been made entered into or done. Shares to be personal 10. The shares in the capital of the Company and all the funds estate. and property of the Company and all shares thercin shall be personal estate and transmissible as such subject to the restrictions for that purpose contained in the said deed of settlement and shall not be of the nature of real estate. Transfer of shares to 11. Subject to the provisions and restrictions in that behalf and be by deed. with respect thereto in the said deed of settlement contained every shareholder may sell and 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 Directors and the transferee of such shares shall so soon as he has complied with the provisions relative to the transfer of shares and subject to the provisions in that behalf contained in the said deed of settlement become a shareholder in respect of the same shares in every respect. Company not bound 12. The Company shall not be bound to notice or see to the to regard trusts. execution of any trust whether express implicd 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 one of the partics named in the Shareholders' Register Book hereinafter mentioned 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 1870. 34° VIC. 5) Goulburn Meut-presercing Company's Incorporation. notwithstanding the Company have had notice of such trusts and the Company shall not be bound to see to the application ot the money paid upon such reecipt or be in any way answerable for the non-applica- tion or mis-application thereof. 13. In case the assignees of any insolvent shareholder shall The assignee of cleet to accept the shares of such insolvent or in case the trustees of imsplvent shareholder any estate assigned for the benefit of creditors shall elect to accept the assigned estates to shares belonging to such assigned estate such assignees or trustees {on tn becone Troe shall forthwith nominate some other person to hecome a proprietor in prietor in respect of respect of such shares such nominee to be subject to the approval of rer ont on assigned the Directors But in no case shall such assignees be themselves estate. entitled to become shareholders in respect of the shares of any insolvent shareholder nor shall such trustees be themselves entitled to become sharcholders in respect of the shares belonging to any estate assigned for the benefit of creditors. 14. In any action or suit to be brought by the Company against Declaration in action any sharcholder to recover the money due for any call made by virtue & el of this Act ov of the said deed of settlement it shall not be neccssary to set forth the special matter but it shall be sufficient for the Company to declare that the defendant is the holder of one or more share or shares 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 or more call or calls upon one or more share or shares (stating the number and amount of cach of such calls) whereby an action hath accrued to the Company. 15. On the trial or hearing of such action or suit it shall be Matter to be proved sufficient to prove that the defendant at the time of making such call '™ ster &F eal 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 said 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. 16. The Company shall keep a book to be called the ' Share- Registry of share- holders' Register Book," and in such book shall be fairly and distinctly'! entered from time to time the names and addresses of the several per- sons holding shares in the Company together with the number of shares of such shareholders. 17. The production of the Shareholders' Register Book shall be shareholders' Regis- admitted in all Courts of civil and criminal jurisdiction as primd facie %, Beck © b* evidence of the person named therein as a shareholder being such shareholder and of the number of his shares and of the fact of the per- son being sued for a call or calls being the same person as that mentioned in the said register book as being such shareholder and every sharc- holder or other person having a judgment at law or a decree in equity against the Company may at all convenient times peruse the Sharc- holders' Register Book gratis and may require a copy thereof or any part thereof and for every one hundred words so required to be copied the Company may demand a swm not exceeding one shilling. 18. In every case dividends or bonuses shall be declared and Dividend to be paid paid out of the net gains and profits of the Company and not out of the "™ Pom My capital for the time-being of the Company or any portion thereof. ; ; 19. If any execution cither at law or in equity shall be or shall Hxventin against have been issued against the property or effects of the Company and — : if there cannot be found after due diligence sufficient whereon to levy such execution then such execution may subject to the provisions of the twenty-first section of this Act be issued against any of the sharcholders for the time-being or any former shareholder until such execution shall he fully satisfied Provided that no such execution shall he issued against any Reimbursement of shareholders. Execution against shareholders for contributions. 34° VIC. 1870. Goulburn Meat-preserving Company's Incorporation. any shareholder or former sharcholder for any amount beyond the sum due by such shareholder in respect unpaid by him Provided always against any such shareholder or of the amount subscribed for and that no such execution shall issue former shareholder except upon an order of the Court in which the action suit or other procecding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the person sought to be charged and upon such motion such Court may order execution to issue accordingly Provided further that in case of execution against any former share- holder it shall be shown that such former shareholder was a shareholder of the Company at the time when the contract or engagement was entered into for breach of which contract or engagement such execu- tion shall have been issued or become a shareholder during the time such contract or engagement was shareholder at the time the judg unexecuted or unsatisfied or was a ment or decree was obtained upon which judgment or decree such execution shall have issued Provided also that in no case shall such execution be issued against the person property or effects of any former shareholder after the expiration of one year after the person sought to be shareholder of the Company. charged shall have ceased to be a 20. Every shareholder against whom or against whose property or effects execution upon any judg aforesaid shall have been issued as against the Company all loss dam shareholder may have incurred by ement decree or order obtained as aforesaid shall be entitled to recover ages costs and charges which such reason of such execution and after due diligence used to obtain satis and effects of the Company and action thereof against the property failure to obtain such satisfaction either in full or in part such sharcholder shall be entitled to contribution for so much of such loss damages costs and charges as shall remain unsatisfied from the several other shareholders against whom exccution upon such judgment decree or order obtained against the Company might also have been issued under the provision in that behalf aforesaid and such contribution may be recovered from such sharcholders as aforesaid by action at law for money paid for and to the use of such sharcholders as and by way of contribution and no defendant in any such action shall be entitled to raise or set up the defence of partner- ship. 21. In the cases provided by this Act for execution on any judgment deeree or order in any action or suit against the Company to be issued against the person or against the property and effects of the Company at the suit of any shareholder or former shareholder in satis- faction of any money damages costs and expenses paid or incurred by him as aforesaid in any action or suit against the Company such execu- tion may be issued by leave of the which such judgment decree or or Court or of a J udge of the Court in dey shall have heen obtained upon motion or summons for a rule to show cause or other motion or summons consistent with the seire facias in that behalf And it Judge to inake absolute or discharge such rule or motion (as the case may be) and to practice of the Court without any suggestion or shall be lawful for such Court or allow or dismiss such direct the costs of the application to be paid by cither party or to make such other order therein as to such Court or Judge shall seem fit And in case of the Court or Judge allowing or ordering such writ of execution to issue the same in the form now or from time to time and to the practice for the time-being at any time in use in and according of the Courts of Law and Equity respectively shall be sued out at the instance of such shareholder upon leave or order of the Court or Judge and levies thereon and thereunder And such writs shall be enforced made and carried out and the property levied on sold and disposed of in like manner as writs of execu- tions are now or from time to time and at any time shall according to the 187 34° VIC. 7 ~ Goulburn Meat- -preser ving Company's Incor, poration. the practice for the time-being of such Courts be enforced and the levies thereon and thereunder made and carricd out and the property levied on sold and disposed of Provided that any order made by a Judge as aforesaid may be discharged or varied by the Cowt on application made thereto' by either party dissatisfied with such order. 22. No contribution to the assets of the Company for the pur- Liability of pose of discharging its liabilities or otherwise shall be required from *berehelders any member exceeding the amount (if any) unpaid on the shares of which he is the holder. 23. In all cases in which by Act of Parliament or of the Power to Manager Colonial Legislature or by any rule or order or the practice of the or other officer to Supreme Court or any other Court now or hereafter to be in force in this Colony the plaintiff complainant or defendant in any action suit or other proceeding civil criminal or otherwise or any creditor of an insolvent estate or any person being a party to or interested in any process or proceeding whatsocver is or shall be authorized empowered or required to make any affidavit deposition or information or to sign or present any petition or to do any other act it shall be lawfal and competent for the manager or other officer or agent of the Company (where such Company shall be such plaintiff complainant defendant or creditor or be a party to or otherwise interested in any process or proceeding whatsoever as aforesaid) to make sign present or do any such affidavit. deposition information petition or other act. 24, The Directors for the time-being shall have the custody of Custody and use of the common scal of the Company and the form thereof and all other corerste seal. matters relating thereto shall trom time to time be determined by the Directors in the same manner as is provided by the said deed of settle- ment for the determination of other matters by the Directors and the Directors present at a Board of Directors of the Company shall have powcr to use such common seal or authorize the same to be used for the affairs and concerns of the Company and under such seal to authorize and empower any person without such seal to execute any decds and do all or any such othcr matters and things as may be required to be executed and done on behalf of the Company in con- formity with the provisions of the said deed of settlement and of this Act But it shall not be necessary to use the corporate scal in the drawing accepting making or indorsing any bill of exchange or promissory note but the same shall and may he drawn accepted made or indorsed as provided in the said deed of settlement And it shall not be necessary to usc the said corporate seal in respeet of or for the purpose of transacting any of the ordinary business of the Company or for the appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding or of any officer or servant of the Company and such seal may be affixed to any deed or document by the hand of any person whom the Directors shall appoint in that behalf and the affixing thereof shall he attested by at least one Director and such person so appointed. 25. In citing this Act in any proceedings or for any purpose it Short title. shall be sufficient to use the expression " The Goulburn Meat-preserving Company's Incorporation Act 1870." An