New South Wales: The Hartley Kerosene Oil and Paraffine Company’s Incorporation Act 1866 30 Vic (NSW)

Harriey Kerosene Om. AND PARAFFINE Company. Preamble. 30° VIC. 1866. Hartley Kerosene Oil and Paraffine Company. An Act to incorporate "The Hartley Kerosene Oil and Paraffine Company Limited." [6th November, 1866. ]| HEREAS a Joint Stock Company called "The Kerosene Oil and Paraffine Company Limited" has been lately established at Sydney in the Colony of New South Wales under and subject to the rules regulations and provisions contained in a certain Deed of Settlement bearing date the thirty-first day of July one thousand eight hundred and sixty-five 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 Com- pany 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 Hartley Kerosene Oil and Paraffine Company Limited" for the purpose of working or contracting for the working of the mines of the said Company whether coal shale or bituminous mineral and all other the lodes veins and strata of metallic or other ores and minerals upon or under the surface of certain lands and hereditaments in the said Deed of Settlement mentioned and such other lands and hereditaments as might be thereafter purchased or taken on lease or license by the said Company under the provisions of the said Deed of Settlement and also for the purpose of extracting the oils naphtha benzole paraffine and all other products obtainable from the said coal shale or other minerals and of refining such oils and of erecting all such machinery as might be necessary for that purpose and also if deemed advisable to carry on the business of sulphuric acid manufacturers or to manufacture all such other products as might be necessary in their business and calling of manufacturers of oil and other products obtainable from the said coal and other minerals and to lease or sell any such lands and to construct railways roads and wharves and to do all other matters necessary for the promotion of the objects of the said Company and to purchase any metallic ores or minerals and to make advances on deposit or consignment thereof and to wash stamp or otherwise render merchantable the ores and minerals so gotten purchased or obtained and to smelt and refine such ores and minerals and also to sell export or otherwise dispose of all or any such coal shale ores and other minerals in such condition in such market and generally in such manner and form as the Board of Directors of the said Company should think most bene- ficial to the interests of the said Company and also if deemed expedient to carry on the business of smelting or otherwise preparing for market any ores or minerals belonging to other persons or bodies upon such terms as should be deemed advisable And whereas it was by the said Deed of Settlement agreed that the capital of the Company should until increased under the provisions in the said Deed of Settlement contained consist of thirty thousand pounds sterling to be divided into thirty thousand shares of the amount of one pound each And whereas. by the said Deed of Settlement provision 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 whole of the ; capita 1866. 30° VIC. 5 Hartley Kerosene Oil and Paraffine Company. capital of thirty thousand pounds has been subscribed for And whereas the said Company is desirous of being incorporated 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 Interpretation the several meanings hereby assigned to them unless there be some- 'se— 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 The Directors." Directors of the Company duly appointed under the pro- visions of the Deed of Settlement of the Company. The word "shareholder" shall mean sharcholder proprietor or «gharcholder." member of the Company The expression " Deed of Settlement" shall mcan the Deed of « Deca of settle- Scttlement 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 Company incorpo- 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 shall subject nevertheless to the con- ditions regulations and provisions hereinafter contained be one body politic and corporate by name and in deed by the name of "The Martley Kerosene Oil and Paraffine Company Limited" and by that name shall and may grant and receive and shall and may sue and implead any person whether a member of the Company or not and may be sued and impleaded by any person whether a member of the Company 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 property of whatsoever nature of the Company relative to which such indictment information or prosecution is pre- ferred laid or prosecuted to be the money goods effects bills notes securities or other property of the Company and generally to designate the Company by its corporate name whenever for any purpose what- soever 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 clauses and agrecments peed of getticment contained in the said Deed of Settlement or to be made in pursuance cpnfirmed and of the provisions for that purpose therein contained are and shall be to be the by-laws the by-laws for the time being of the Company save and except in so fr {iegine being 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 now or hereafter to be in force in the said Colony subject nevertheless to be and the same may 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 Settlc- . ment or of this Act in opposition to the general scope or true intent an shall mean the Company «The Company." Evidence of by-laws. General business of the Company. Power to use certain apparatus. Power to purchase and hold lands &c, Power to sell to Com- pany. 30° VIC. 1866. Hartley Kerosene Oil and Paraffine Company. and meaning of the said Decd of Settlement or of this Act or of any of the laws or statutes in force in the said Colony. 4, The production of a written or printed copy of the said Deed 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 seal of the Company affixed thereto shall be sufficient evidence in every Court of civil or criminal jurisdiction of such Deed of Settle- ment or of such rules by-laws or regulations. 5. It shall be lawful for the Company subject to the restrictions and provisions herein and in the said Deed of Settlement contained to work or contract for the working of the present mines of the said Company whether coal shale or bituminous mineral and all other the lodes veins and strata of metallic or other ores and minerals upon or under the surface of the lands and hereditaments in the said Deed of Settlement mentioned and such other lands and hereditaments as may hereafter be purchased or taken on lease or license by the said Com- pany under the provisions hereinafter and in the said Deed of Scttle- ment contained and also to.extract the oils naphtha benzole paraffine and all other products obtainable from the said coal shale or other minerals and to refine such oil and to erect all such machinery as may be necessary for that purpose and also if deemed advisable to carry on the business of sulphuric acid manufacturers and to manufacture all such other products as may be necessary in their business and calling of manufacturers of oil and other products obtainable from the said coal and other minerals and to construct railways roads and wharves and to do all other matters necessary for the promotion of the objects of the said Company and to purchase any metallic ores or mincrals and to make advances on deposit or consignment thereof and to wash stamp or otherwise render merchantable the ores and minerals so gotten purchased or obtained and to smelt and refine such ores and minerals and also to sell export or otherwise dispose of all or any such coal shale ores and other minerals and the oils and other products thereof in such condition in such market and generally in such manner and form as the Board of Directors shall think most beneficial to the interests of the Company and also if deemed expedient to carry on the business of smelting or otherwise preparing for market any ores or minerals belonging to other persons or bodies upon such terms as shall be deemed advisable. 6. It shall be lawful for the Company notwithstanding any statute or law to the contrary to keep and use any retorts stills or other apparatus used and employed in the process of distillation for the purpose of retorting distilling manufacturing or refining mineral and other oils from coal shale or other bituminous mineral. 7. It shall be lawful for the Company notwithstanding any 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 or under license any mineral or other lands mines houses offices build- ings and hereditaments as may be necessary or proper for the purpose of managing conducting and carrying on the affairs concerns and business of the Company And to sell convey assign assure demise or otherwise dispose of or act in respect of such lands mines houses offices buildings and hereditaments as occasion may require. 8. It shall be lawful for any person who is competent so to do to grant sellalien and convey assign assure 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 mineral or other lands mines houses offices buildings and hereditaments or to grant to the Company a license for working any such mineral or other lands mines and hereditaments. 9. 1866. 30° VIC. 7 ITarticy Kerosene Oil and Paraffine Company. 9. It shall be lawful for the Company from time to time to Increaso of capital. extend or increase its capital for the time being by the creation and disposal of new shares in the manner spccificd in the said Deed of Settlement. 10. It shall be lawful for the Directors from time to time as power to vorrow they shall sce fit in the manner specified in the said Deed of Settle- money. ment 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 cvery shareholder and it shall be also lawful for the Directors on behalf of the Company to procure advances and to borrow money 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. 11. All the land mines securities covenants debts moncys property at present choses in action and things at present vested in the Trustces of the in Trustees to Company or any other person on behalf of the Company shall imme- Corporation. diately after the passing of this Act become vested in the Company for the same estate and interest and with the like powers and authori- tics as the same are now vested in the said Trustees or other person without any assignment or conveyance whatever. 12. Nothing in this Act contained shall prejudice or be con- Act not to prejudice strued to prejudice any call made or any contract or other act deed 4Y Ady entered into, 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 Settlement before this Act shall come into operation but the same call contract act deed matter or thing shall be as valid and effectua to all intents and purposes and may be enforced in like manner as i the Company had been incorporated before the same call contract act deed matter or thing had been made entered into or done. 18. The shares in the capital of the Company and all the funds Shares to be personal and property of the Company and all shares therein shall be personal °* estate and transmissible as such subject to the restrictions for tha purpose contained in the said Deed of Scttlement and shall not be of the nature of real estate. 14. Subject to the restrictions for this purpose in the said Deed Prins of shares of Settlement contained every shareholder may sell and transfer all or vee any of his shares in the capital of the Company (but not a fractional part of a sharc) and every such transfer shall be by deed and accord- ing to a form to be approved of by the Dircctors and the transferrce of such shares shall so soon as he has complied with the provisions rela- tive to the transfer of shares contained in the said Deed of Settlement become a shareholder in respect of the same shares in every respect. 15. The Company shall not be bound to notice or see to the Company not bound execution of any trust whether express implied or constructive to '7s trusts 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 men- tioned shall from time to time be a sufficient discharge to the Com- pany for any dividend or other sum of money payable in respect of such share notwithstanding any trust to which such share may then be subject and notwithstanding the Company have had notice of such trusts and the Company shall not be bound to sec to the application of the money paid upon such receipt. 16, 8 30° VIC. 1866. Hartley Kerosene Oil and Paraffine Company. The Assignee of in- 16. In case the Assignees of any insolvent shareholder shall and the Trustees of elect to accept the shares of such insolvent or in case the Trustees of assigned estates to any estate assigned for the benefit of creditors shall elect to accept person to become _ the shares belonging to such assigned estate such Assignees or Trustees proprictor in respect shall forthwith nominate some other person to become a proprietor insolvent or assigned in respect of such shares such nominee to be subject to the approval estate. of the Directors But in no case shall such Assignees be themselves entitled to become shareholders in respect of the shares of any insol- vent shareholder nor shall such Trustees be themselves entitled to become shareholders in respect of the shares belonging to any estate . assigned for the benefit of creditors. Declaration in action 17. In any action or suit to be brought by the Company against : any shareholder to recover the money due for any call made by virtue of this Act or of the said 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 each of such calls) whereby an action hath accrued to the Company. Matter to be proved 18. On the trial or hearing of such action or suit it shall be ' sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the 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. Registry of Share- 19. The Company shall keep a book to be called "The 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 persons entitled to shares in the Company together with the number of shares to which such shareholders shall be : respectively entitled. Shareholders' Regis- 20. The production of the Shareholders' Register Book shall be dence, admitted in all Courts of civil and criminal jurisdiction as primd facie evidence of the person named therein as a shareholder being such shareholder and of the number of his shares and every shareholder or other persons having a judgment at law or a decree in equity © against the Company may at all convenient times peruse the Share- 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 sum not exceeding one shilling. Dividend to be paid 21. In every case dividends or bonuses shall be declared and from profits only. aid out of the net gains and profits of the Company and not out of the capital for the time being of the Company or any portion thereof. Execution against 22. If any execution either at law or in equity shall be or shall archolders. 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 be issued against any of the shareholders for the time being or any former shareholder until such execution shall be fully satisfied Provided that no such execution shall be issued against any shareholder or former shareholder for any amount beyond the sum due by such shareholder in respect of the amount subscribed forand unpaid by him Provided always that no such execution shall issue against any such shareholder or former share- holder except upon an order of the Court in which the action suit or other proceeding shall have been brought or instituted made upon motion 1866. 30° VIC. 9 Hartley Kerosene Oil and Paraffine Company. 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 shareholder it shall be shewn 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 execution shall have issued or become a shareholder during the time such contract or engagement was unexecuted or unsatisfied or was a shareholder at the time the judgment 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 charged shall have ceased to be a shareholder of the Company. 23. Every shareholder against whom or against whose property Reimbursement of or effects execution upon any judgment decree or order obtained as Shareholders. aforesaid shall have been issued as aforesaid shall be entitled to recover against the Company all loss damages costs and charges which such shareholder may have incurred by reason of such exccu- tion and that after due diligence used to obtain satisfaction thereof against the property and effects of the Company 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 execution upon such judgment decree or order obtained against the Company might also have been issued under the provision in that behalf aforesaid and that such contribution may be recovered from such shareholders as aforesaid in like manner as contribution in ordinary cases of copartnership. 24, In the cases provided by this Act for execution or any Execution against judgment decree or order in any action or suit against the Company Sepoiders for to be issued against the person or against the property and effects of any shareholder or former shareholder of the Company or against the property and effects of the Company at the suit of any shareholder or former shareholder in satisfaction of any money damages costs and expenses paid or incurred by him as aforesaid in any action or suit against the Company such execution may be issued by leave of the Court or of a J udge of the Court in which such judgment decree or order shall have been obtained upon motion or summons for a rule to shew cause or other motion or summons consistent with the practice of the Court without any suggestion or scire facias in that behalf And that it shall be lawful for such Court or Judge to make absolute or discharge such rule or allow or dismiss such motion (as the case may be) and to direct the costs of the application to be paid by either party or to make such other order therein as to such Court or Judge shall seem fit and in such cases such forms of writs of execution shall be sued out of the Courts of law and equity re- spectively for giving effect to the provisions in that behalf aforesaid as the Judges of "such "Courts respectively shall from time to time think fit to order and the execution of such writs shall be enforced in like manner as writs of execution are now enforced Provided that any order made by a Judge as aforesaid may be discharged or varied by the Court on application made thereto by either party dissatisfied with such order Provided also that no such motion shall be made nor summons granted for the purpose of charging any shareholder or former shareholder until ten days' notice thereof shall have been given to the person sought to be charged thereby. 25. Each shareholder in the said Company for the time being Liatility of share- shall be liable to contribute to the assets of the Company or to meet holders. b its Power to manager or other officer to do certain acts. Custody and use of corporate seal. 30° VIC.' 1866. Hartley Kerosene Oil and Paraffine Company. its liabilities to an amount not exceeding the amount of the shares held by him or her and no shareholder shall at any time be liable with respect to the transactions or liabilities of the Company beyond such amount. 26. In all cases in which by any Act of Parliament or of the Colonial Legislature or by any rule or order or the practice of the 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 whatsoever 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 lawful 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) for and on behalf of the Company to make any such affidavit deposition or information sign present any such petition or do any such other act as aforesaid. 27. The Directors for the time being shall have the custody of the common seal of the Comipany 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 said Deed of Settlement 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 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 deeds 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 con- _formity with the provisions of the said Deed of Settlement and of this Short title of Act. Act But it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the Company or for the appoint- , ment 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 be attested by at least one Director and such person so appointed. 28. In citing this Act in other Acts of Parliament and in legal instruments it shall be sufficient to use the expression "The Hartley Kerosene Oil and Paraffine Company's Incorporation Act 1866." An