New South Wales: The New South Wales Shale and Oil Company's Act 1873 36 Vic (NSW)

1873. 36° VIC. 7 New South Wales Shale and Oil Company. An Act to incorporate "The New South ¥: Som wars SwaLe anp OIL Wales Shale and Oil Company (Limited.") "=. [10th February, 1873.] TEREAS a Joint Stock Company called "The New South Preamble. Wales Shale and Oil 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 first day of November one thousand cight hundred and seventy-one purporting to be the deed of settlement of the said Company And whereas by the said deed of settlement the several partics thercto 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 containcd a joint stock company for the express object of carrying on the business thereof under the name style and title of "The New South Wales Shale and Oil Company (Limited)" for the purpose of working or contracting for the working of the mincs of the said Company whether of coal shale or bituminous mineral and all other the lodes veins and strata of metallic or other ores and mincrals 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 there- after purchased or taken on lease or license by the said Company under the provisions of the said decd 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 mincrals 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 swphurice acid manufacturers or to manufacture all such other products as might be necessary in their btsiness and calling of manufacturers of oil and other products obtainable from the said coal and other mincrals and to lease or sell any such lands and to construct railways roads and wharfs and to do all other matters necessary for the promotion of the objects of the said Company and to purchase any metallic orcs 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 orcs 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 beneficial 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 decd of settlement agrecd that the capital of the Company should until increased under the provisions in the said deed of settlement contained consist of one hundred thousand pounds sterling to be divided into one hundred thousand shares of the amount of one pound cach And whereas by the said decd of scttlement provision has been made for the due manage- ment 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 8 36° VIC. 1873- New South Wales Shale and Oil Company. shareholders of the said Company And whereas the whole of the capital of one hundred 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 conscnt of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows— Interpretation clause. 1. The following words and expressions in this 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" shall mean the Company incor- porated by this Act The expression "The Directors" shall mean the Board of Direc- tors of the Company duly appointed for the time being under the provisions of the deed of settlement of the Company 'The word '"Sharcholder" 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 thereto or alteration or amendment thereof which may be made in pursuance of the provisions thereof. Company incor. 2. Such and so many persons as have already become or at Pores 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 shall subject nevertheless to the conditions regulations and provisions hereinafter contained be one body politic and corporate by name and in deed by the name of "The New South Wales Shale and Oil Company (Limitcd)" and by that name shall and may grant and receive and shall and may suc and implead any person whether a member of the Company or not and may be sued and impleaded by any person whethcr 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 preferred 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 whatsoever such designation shall be necessary or expedient 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 or of the Directors thereof. Deod of scttlomont 3. The several laws rules regulations clauses and agreements confirmed and clauses contained in the said deed of settlement or to be made in pursuance by-laws for the time of the provisions for that purpose therein contained are and shall be ingoftheCompeny: 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 now or hereafter to be in foree in the said Colony subject nevertheless to be and the same may be amended altered or repealed either wholly or in part in the manncr provided by the said decd of scttlement But no rule 1873. 36° VIC. 9 New South Wales Shale and Qil Company. 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 scttle- ment or of this Act in opposition to the general scope or truc intent and meaning of the said deed 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 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 seal of the Company affixed thereto shall be sufficient evidence in every Court of civil or criminal jurisdiction of such decd of settlement or of such rules by-laws or regulations. 5. It shall be lawful for the Company subject to the restrictions General businoss of .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 of coal shale or bituminous mineral and all other the lodes veins and strata of metallic or other ores and mincrals 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 Company under the provisions hereinafter and in the said decd of settlement 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 manu- facture 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 wharfs 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 advanccs 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 mincrals and also to scll export or otherwise dispose of all or any such coal shale ores and other minerals and the ores and other . products thereef 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 expe- dient to carry on the business of smelting or otherwise preparing for market any ores or mincrals belonging to other persons or bodies upon such terms as shall be decmed advisable and also to purchase lease or rent any patent right for any manufacture art process or invention in force in the said Colony or clsewhere for aiding or promoting the distillation or manufacture of any oil or other product of any coal shale or other mineral employed or operated on by the said Company in its said business or calling and also to dispose of lease or relet any such patent right as aforesaid to any person or persons on such terms and in such manner as to the said Directors shall seem fit. 6. It shall be lawful for the Company notwithstanding any power to uso certoin statute or law to the contrary to keep and use any retorts stills ox *Pparetus. 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. 1t shall be lawful for the Company notwithstanding any Power to purchase statute or law to the contrary to purchase take hold and enjoy to *™4 eld lands &e them and their successors for any estate term of years or interest or under license any mineral or other lands mines houses offices buildings and hereditaments as may be necessary or proper for the purpose of managing conducting and carrying on tlic affairs concerns and business of 10 36° VIC. 1873. New South Wales Shale and Oil Company. of the Company And to sell convey assign assure demise or other- wise dispose of or act in respect of such lands mines houses offices buildings and hereditaments as occasion may require. Fowor to sell to 8. It shall be lawful for any person who is competent so to do ompany: to grant sell alien and convey assign assure demise and dispose of unto 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. Increase of capital. 9. It shall be lawful for the Company from time to time to extend or increase its capital for the time being by the ercation and disposal of new shares in the manner specified in the said deed of settlement. Roductionand rolease 10. It shall be lawful for the Company from time to time to sar ean tw 'au, diminish the capital of the Company to the amount and in the manner specified in the said deed of scttlement and to cause the same amount to be paid back to the several sharcholders but the amount so paid back may again be called for by the Directors in the same manner as if the amount had never been brought into the capital stock. Powor to borrow 11. It shall be lawful for the Directors on behalf of the money. Company to procure advances and to borrow money and to pay off and discharge such advances in the manncr for the purposes and subject to the restrictions specified in the said deed of scttlement. Promissory-notes or 12. Every promissory-note or bill of exchange shall be deemed bills of exchange . , ae ot oxennee wo (0 have been made accepted or endorsed on behalf of the Company boon accopted, under this Act if made accepted or endorsed in the name of the Com- pany by any two Directors of the Company as such. Proporty at prosent 13. All the land mines securities covenants debts moncys in Trustees to become vested in Cory oration, choses in action and things at present vested in the Trustees of the Company or any other person on behalf of the Company shall immediately after the passing of this Act become vested in the Company for the same estate and interest and with the like powers and authorities as the same arc now vested in the said Trustecs or ; other person without any assignment or conveyance whatever. pad not to prejudice 14. Nothing in this Act contained shall prejudice or be already ontered into. construed to prejudice any call made or any eontract 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 settlement before this Act shall 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 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 bo perronal 15. The shares in the capital of the Company and all the funds and property of the Company and all shares therein 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. tote acon shares to 16. Subject to the restrictions for this purpose in the said deed : of settlement contained every sharcholder 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 contained in the said deed of settlement become a shareholder in respect of the same shares in every respect. Company not bound 17. The Company shall not be bound to notice or see to the o regard trusts. . . : + execution of any trust whether express implied or constructive to which any share may be subject and the receipt of the party in whose name 1873. 36° VIC. ) 11 New South Wales Shale and Oil Company. name any such share shall stand in the books of the Company or if it stands in the name of more partics than one the reccipt of one of the partics named in the sharcholders register-book hereinafter mentioned shall from time to time be a sufficient discharge to the Company for any dividend or other sum of moncy 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 see to the application of the money paid upon such receipt. 18. In case the assignecs of any insolvent shareholder shall Tho assignee of insol- elect to accept the shares of such insolyent or in case the trustees of ent shareholder and any estate assigned for the benefit of creditors shall clect to accept assigned estatos to the shares belonging to such assigned estate such assignecs or trustees nominate some per- shall forthwith nominate some other person to become a proprietor in prictor in reepect of respect of such shares such nomince to be subject to the approval of Bye Fa the Directors But in no case shall such assignees be themselves estate. entitled to become sharcholders in respect of the shares of any insolvent shareholder nor shall such trustecs be themsclves entitled to become sharcholders in respect of the shares belonging to any estate assigned for the benefit of creditors. 19. In any action or suit to be brought by the Company against Declaration in action any shareholder to recover the money due for any eall 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) and interest if any due thereon whereby an action hath accrued to the Company. 20. On the trial or hearing of such action or suit it shall be Matter to bo proved sufficient to prove that the defendant at the time of making such cali" °8" for calls. 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. 21. '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 persons entitled to shares in the Company together with the number of shares to which such sharcholders shall he respectively entitled. 22. The production of the sharcholders register-book shal] Shareholders regis- be admitted in all Courts of civil and criminal jurisdiction as primd ter-book to bo evi- facie evidence of the person named therein as a shareholder being such sharcholder and of the number of his shares and every share- holder or other person having a judgment at law or a decrec in equity against the Company may at all convenient times peruse the share- holders register-book gratis and may require a copy thercof or any part thereof and for every one hundred words so required to be copied the Company may demand a sum not execeding one shilling. 23. In every case dividends or bonuses shall be declared and Dividend to paid out of the net gains and profits of the Company and not out of "Prous ony. the capital for the time being of the Company or any portion thercof, 24. If any exccution cither at law or in equity shall be or Exceution against shall have been issued against the property or effects of the Company shareholders, and if there cannot be found after duc diligence suflicient wheveon to evy 12 36° VIC. 1973. New South Wales Shale and Oil Company. 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 execu- tion shall be issued against any sharcholder or former sharcholder for any amount beyond the sum for which such shareholder shall be able under section twenty-seven of this Act Provided always that no such exccution shall issue against any such shareholder or former shareholder except upon an order of the Court in which the action suit or other proceeding 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 shareholders 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 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 decrce such execution shall have been 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. Reimbursement of 25. Every shareholder against whom or against whose property sharcholders. . 2 : or effects execution upon any judgment decree or order obtained as aforesaid shall have been issued as aforesaid shall be entitled to - recover against the Company all losses damages costs and charges which such shareholder may have incurred by reason of such cxecu- tion and that after due diligence used to obtain satisfaction thereof against the property and effects of the Company such shareholder 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 deerce or order obtained against the Company might also have been issued under the provisions in that behalf aforesaid and that such contribu- tion may be recovered from such shareholders as aforesaid in like manner as contribution in ordinary cases of co-partnership. Execution ngainst 26. In the cases provided by this Act for execution or any tributions. judgment decree or order in any action or suit against the Company 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 Judge of the Court in which such judgment decree or order shall have been obtained upon motion or summons for a rule to show 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 cither 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 respectively for giving effect to the provisions in that behalf aforesaid as the Judges of such Courts respectively shail from time to time think fit to order and the execution of such writs shall be enforced in like manner as writs of execution 1873. 36° VIC. | 13 New South Wales Shale and Oil Company. execution are now enforeed Provided that any order made by a Judge as aforesaid may be discharged or varied by the Court on appli- cation made thereto by cither party dissatisfied with such order Provided also that no such motion shall be made nor summons granted for the purpose of charging any sharcholder or former shareholder until ten days notice thercof shall have been given to the person sought to be charged thereby. 27, Each shareholder in the said Company for the time-being Lisbility of shall subject to the proviso next hereinafter contained be liable to shareholders contribute to the assets of the Company or to meet its liabilities to such an amount only as (if any) shall be then actually unpaid on the shares held by him or her Provided always that in the event of the assets of the Company being insufficient to mect its engagements the sharcholders shall in addition to the amount already paid and to be paid upon their shares in the capital of the said Company be liable for a further or additional amount of one pound for every share held by him or her in the Company and no shareholder shall at any time be liable with respect to the transactions or liabilities of the Company beyond such unpaid amount and such additional amount to the extent lastly before-mentioned. 28. In all cases in which by any Act of Parliament or of the Powor to Manager or Colonial Legislature or by any rule or order or the practice of the other oficer to do 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 procecding whatsoever as aforesaid) for and on behalf of the Company to make any such affidavit deposition or information sign or present any such petition or do any such other act as aforesaid. 29. The Directors for the time being shall have the custody of Oastody snd uso of the common seal of the Company and the form thercof and all other °°" ** matters relating thereto shall from time to time be determined by the Direetors 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 conformity with the provisions of the said deed of settlement and of this 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 appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding or of any oflicer 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. 30. In citing this Act in other Acts of Parliament and in legal Short title of Act. instruments it shall be sufficient to use the expression " The New South Wales Shale and Oil Company's Act 1873." An