New South Wales: The Sydney Meat-preserving Company (Limited) Incorporation Act 1871 34 Vic (NSW)

An Act to incorporate the Proprietors of y..822. MEAT-PRESERVING a certain Company called "The Sydney "2nd" Meat-preserving Company (Limited)" and = =~ for other purposes therein mentioned. [17th June, 1871.] HEREAS a Joint Stock Company called "The Sydney Meat- Preamble. preserving 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 indenture or deed of settlement bearing date the tenth June eightcen hundred and seventy purporting to be a decd of settlement of the said Company And whereas by the said indenture or deed of settlement the several parties thereto have respectively and mutually covenanted and agreed to be and continue (until dissolved under the provisions in that behalf therein contained) as a Joint Stock Company or partnership under the name style and title of "The Sydney Meat-preserving Company (Limited) " for the purpose of carrying on the business of preparing and. preserving meat and vegetables 'of every description or kind in the Australian Colonies as in the said deed of' settlement is provided and also of purchasing and importing the necessary materials for the pre- paring and preserving the same and also of selling disposing of and exporting such meat and vegetables when so prepared and preserved and. to hire build and purchase suitable premises and to erect the neces- sary machinery for the carrying on of all such operations and works and from time to time to hire and employ all necessary agents clerks officers workmen servants and apprentices And whereas it was by the said indenture or deed of settlement further agreed that the capital should Company incorpo- rated. Confirmation of deeds &. Evidence of by-laws. 34° VIC. 1871. Sydne; y MMeat-preserv ing Compan y (Limited) Incoi poration. should consist of twenty-five thousand pounds to be contributed in five thousand shaves of five pounds each and of such further sum as a majority of the shareholders for the time-being shall at a special general meeting called for that purpose determine to be raised by the creation and allotment or sale of new shares of the like amount as therein provided And whereas by the said indenture or deed of settlement provision has been made for the payment of dividends and for the disposal and application of the profits and also for the due management of the affairs of the said Company And whereas the said Company is desirous of being incorporated and it is expedient that the said Company should be incorporated accordingly but subject to the provisions hereinatter contained 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 persons who have 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 said indenture or deed of settlement become proprietors of or in the capital for the time being of the said Company shall for the purposes aforesaid but subject nevertheless to the conditions restrictions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of "The Sydney Meat-preserving Company Limited" and by that name shall and may sue any person or persons body or bodies politic or corporate whether a member or members of the said Corporation or not and may be sued implead and be impleaded in all Courts whatsoever at law and in equity and may prefer lay and prosecute any indictment information and prosecution against any person or persons whomsoeyver for any stealing embezzlement fraud forgery crime or offence and in all indictments informations and pro- secutions it shall be lawful to state the money and goods effects bills notes securities or other property of the said Company to be the money goods effects bills notes securities or other property of the said Cor- poration and to designate the said Company or copartnership by its corporate name whenever for the purpose of any allegation of an intent to defraud or otherwise however such designation shall be necessary and the said Corporation shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the said Corporation. 2. The several laws rules regulations clauses and agreements contained in. the said indenture or decd of settlement or to be made under or by virtue or in pursuance thereof are and shall be deemed and considered to be and shall be the by-laws for the time being of the said Corporation 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 or incompatible with or repugnant to any of the provisions of this Act or of any of the laws or statutcs 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 in and by the said indenture or deed of settlement but no rule or by-law shall on any account or pretence whatsoever be made by the said Corporation cither under or by virtue of the said indenture or deed of settlement or by this Act in opposition to the general scope or true intent and meaning of the said indenture or deed of settlement or of this Act or of any of the laws or statutes in force for the time being in the said Colony. 3. 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 pur- suance thereof or in pursuance of this Act having the common seal of the 84 VIC. 17 Sydney Meat-pr esercing Company (Limited) Tneorpor ration. the Company affixed thereto shall he 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 regu- lations of the said Company for the time being at the date or time at which the said seal purports to have been affixed and the provisions rules by-laws and regulations 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 rules by-laws and regulations unless the contrary shall be proved. 4. It shall be lawful for the said Corporation from time to time Increase of capital. to extend or increase their capital for the time being by the creation allotment and disposal of new shares in the manner specified and set forth and subject to the rules regulations and provisions contained in the hereinbefore in part recited indenture or deed of settlement but so nevertheless that the total amount of all the new shares to be so from time to time created shall not together with the original capital exceed fifty thousand pounds. It shall be lawful for the Directors from time to time as they Power to borrow 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 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. 6. The capital or joint stock for the time being and all the fepitel and shares to funds and property of the said Corporation and the several shares "" 7 therein and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be transmissible accordingly subject to the regulations of the said indenture or deed of settlement. 7. Tt shall be lawful for the said Corporation notwithstanding Power to take and any statute or law to the contrary and notwithstanding any clause or hold anda de. provisions herein contained to purchase take hold and. enjoy to then and their successors for any estate term of years or interest any houses offices buildings lands and other hereditaments necessary or proper for the purpose of managing conducting and carrying on the affairs concerns and business of the said Corpor ation and also to take hold and enjoy all houses offices buildings lands and other hereditaments held by the said Company betore the passing of this Act and also to take and to hold until the same can he advantageously disposed of for the purpose of reimbursement only and not for profit any lands houses and other real estate which may be so taken by the said Corporation in satistaction liquidation or dischar eo of any debt due to the Cor *pora- tion or in security for any debt or liability boud Jide incurred or come under previously 'and notin antic ipation or expectation of such security but not for any other purposes and to sell convey assign assure and dispose of such houses offices buildings lands hereditaments and other real estate as occasion may require. 8. It shall and may be lawful to and for all and every person Power to other . ope . persons to convey or persons bodies politic or corporate who are ov shall be otherwise to Company &e. competent to grant sell alien and convey assure and dispose of unto and to the use of the said Corporation and their successors for the purposes aforesaid or any of them any such houses offices lands here- ditaments and other real estate whatsoever as aforesaid accordingly. ce 9. Property at present in Trustees to become veetedin Corporation. Contracts &c. before Act. Limited liability. Corporation not bound by trusts. Dividends not to be payable out of capital. Actions or suits for calls. 34° VIC. 1871. Sydney Meat-preserving Company (Limited) Incorporation. 9. All the land goods chattels securities covenants debts moneys choses in action property and things at present vested in the Trustees of the Company or any person on behalf of the Company shall imme- diately 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 are now vested in the said Trustees or other person without any assignment or conveyance whatever. ; 10. Nothing herein contained shall prejudice or be deemed to prejudice any instalment due contract or other act deed matter or thing entered into made or done by the said Company under or by virtue of the said deed of settlement before this Act shall come into operation but the same instalment call contract act deed matter or thing shall be as valid and effectual to all intents and purposes as if this Act had not been passed and may be put in force in like manner as if the said Company had been incorporated before the same instalment. call contract act deed matter or thing had been made entered into or done. 11. In the event of the assets of the Corporation being insufficient to meet its engagements thcu in that case the shareholders respectively shall be responsible to the amount unpaid of their subscribed shares only. 12. The Corporation shall not be bound in any manner by any trusts or equitable interests or demands affecting any share or shares of the capital standing in the name of any person or persons as the ostensible proprietor thereof or be required to take any notice of such trusts or equitable interests or demands but the receipt of the person or persons in whose name or names the shares shall stand in the books of the Corporation shall notwithstanding such trusts or equitable interests or demands and notice thereof to the said Corporation be a good valid and conclusive discharge to the Corporation for or in respect of any dividend or other money payable by the said Corporation in respect of such shares and a transfer of the said shares by the person or persons . in whose name or names such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive so far as may concern the said Corporation against all persons claiming by virtue of such trust or equitable interest or demands Provided always that nothing herein contained shall be deemed or taken to interfere with or abridge the right and power of a Court of Equity to restrain the payment of any such dividend or other money payable thereafter by the Corporation in respect of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other money by the Corporation or the transfer of such shares by the person or persons in whose name or names they may stand to such other person or persons as such Court may think fit. 13. No dividend or bonus shall in any case be declared or paid out of the subscribed capital for the time being of the said Corporation or otherwise than out of the net gains and profits of the business. 14. In actions or suits to be brought by the said Corporation against any proprietor or proprietors of any share or shares in the capital of the said Corporation to recover any sum or sums of money due and payable to the said Corporation for or by reason of any instal- ment or instalments call or calls made by virtue of this Act or of said tndenture.or deed of settlement it shall be sufficient for the said Corpo- ration to declare and allege that the defendant or defendants being a proprietor or proprietors of such or so many share or shares in the capital of the said Corporation is or are indebted to the said Corporation in such sum or sums of money as the instalment or instalments call or calls in arrear shall amount to such and so many instalment or instal- ments call or calls of such or so many sum or sums of money upon such or so many share or shares belonging to the said defendants as the case 1871. 34° VIC. Sydney Meat-preserving Company (Limited) Incorporation. case may be whereby an action hath accrued to the said Corporation without setting forth any special matter and on the trial of such action or suit it shall not be necessary to prove how or in what manner such instalment or instalments call or calls became or were made payable or any other matter except that the defendant or defendants was or were a holder or proprietor or holders or proprietors of one or more share or shares in the capital of the said Corporation and that such instalment or instalments call or calls was or were in fact due and that the time fixed for the payment thereof was given as is directed by the said indenture or deed of settlement and the said Corporation shall be entitled to recover what shall appear due. 15. The production of the sharcholders' register book shall be Shareholders' register book to be evidence. admitted in all Courts of civil and criminal jurisdiction as primd facie evidence of the persons named therein as shareholders being such shareholders and of the number of their shares and every shareholder or other person having a judgement at law or a deerce in equity against the Company may at all convenient times peruse the sharcholders' 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. 16. The Directors for the time being shall have the custody of Custody and use of the common seal of the said Company and the form thereof and all cP eet! other matters relating thereto shall from time to time be determined by a Board of Directors of the said Company in the same manner as is provided in and by the said indenture or deed of settlement for the determination of other matters by the Board of Directors of the said Company and the Directors present at a Board of Directors of the said Company shall have power to use such common scal for the affairs and concerns of the said Company and under such seal to authorize and empower any person without such seal to execute any decds and do all or any such other matters and things as may be required to be executed and done on behalf of the Company and in conformity with the provi- sions of the said deed of settlement and of this Act And it shall not be necessary to usc 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. 17. In citing this Act in any proceedings or for any purpose it Short title. shall be sufficient to use the expression ''The Sydney Meat-preserving Company (Limited) Incorporation Act 1871" And in every document issued by the Company the word (Limited) shall be inserted as part of the designation of the Company.