New South Wales: Wentworth Gold Field Company Act 1853 17 Vic (NSW)

Wentwortn Gotp Fieip Company. Preamble. An Act to incorporate "The Wentworth Gold Field Company." [26th September, 1853.] HEREAS a joint stock company called "The Wentworth Gold Field Company " 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 twenty-second day of February in the year of our Lord one thousand eight hundred and fifty-three purporting to be a deed of settlement of the said company And whereas by the said decd of settlement the several parties thereto have respectively and mutually covenanted and agreed that they and such other persons as should become proprietors of shares in the said company as thercin provided should be and continue until dissolved under the provisions in that behalf therein contained a joint stock company under the name and title of "The Wentworth Gold Field Company" for working auriferous or other mineral rocks loam earth and soil in the said Colony for the purchase and lease of auriferous quartz and other mineral and alluvial gold claims and lands and for procuring gold therefrom for the pur- chase and sale of gold and for making or procuring advances of money on consignments and deposits of gold and it was by the said deed of settlement agreed that the capital of the said company should consist of thirty thousand pounds divided into three thousand shares of ten pounds each and of such further sum or sums as might thereafter be raised by the creation allotment and sale of new shares as therein pro- vided And whereas by the said deed of settlement provision has been made 1853. 17° VIC. Wentworth Gold Field Company. made for the due management of the affairs of the company by certain directors already appointed and by other directors to be from time to time elected and appointed as their successors by the shareholders of the saidcompany And whereas the said company is desirous of being incorporated and it is expedient that the said company should be incorporated accordingly subject to the provisions hereinafter con- tained Be it therefore enacted by Ilis Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof as follows— 1. Such and so many persons as have already become or at any Company incorpo- time or times hereafter shail or may in the manner provided by and subject to the rules regulations and provisions contained in the said deed of settlement become proprictors of shares of or in the capital for the time being of the said company shall (subject nevertheless to the conditions regulations and provisions hercinatter contained) be one body politic and corporate in name and in deed by the name of " The Wentworth Gold Ficld Company" and by that name shall and may sue and be sued by any persons whether members of the said corpora- tion or not and shall and may implead and be impleaded in all Courts whatsoever at law or in equity and may prefer lay and prosecute any indictment information and prosecution against any person whom- soever for any stealing embezzlement fraud forgery or other crime or offence and in all indictments informations and prosecutions 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 eftects bills notes securitics or other property of the said corporation and to designate the said company by its corporate name whenever for the purpose of any allegation of an intent to det'raud or otherwise howso- ever 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 deed of scttlement or to be made under or by virtue or in pursuance thereof 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 incom- patible 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 but no rule or by-law shall on any account or pretence what- soever be made by the said corporation 'cither under or by virtue of the said decd of settlement or of this Act in opposition to the gencral scope or true intent and meaning of this Act or of any of the laws or statutes in force for the time Deing i in the said Colony. 3. It shall be lawful for the said corporation from time to time to extend or increase its 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 deed of settlement. 4. The capital or joint stock for the time being and all the funds and property of the said corporation and the several shares therein and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be transmissible accordingly subject 0 the regulations of the said deed of settlement. . The corporation shall not be hound in any manner by any trusts 01 or equitable interests or demands affecting any shares of the capital standing in the name of any person as the ostensible pro- prietor thereof or be required to take any notice of such trusts or 2M equitable rated. Deed of settlement confirmed, Increase of capital. Capital and shares to be personalty. Trusts or equitable interests affecting shares. Power to take and hold lands &e. Conveyance to the corporation, Restrictions on liabilities. Dividend from the profits. Actions or suits for calls, 17° VIC. 1853. Wentworth Gold Field Company. equitable interests or demands but the receipt of the person in whose name the shares shall stand in the books of the corporation shall notwith- standing 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 moncy payable by the said corporation in respect of such shares and a transfer of the said shares in accordance with the regulations in that behalf con- tained in the said deed of settlement by the person in whose name such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said corporation. against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that nothing therein 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 in whose name they may stand to such other person as such Court may think fit. 6. It shall be lawful for the said corporation 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 and under license any mineral lands whatsoever and all such houses offices buildings and other lands and hereditaments as may be necessary or proper for the purpose of managing and conducting and carrying on the affairs concerns and business of the said corporation and to sell convey assign assure lease and otherwise dispose of or act in respect of such mineral lands houses offices buildings and other lands and hereditaments as occasion may require. 7. It shall and may be lawful to and for all persons who are or shall be otherwise competent so to do 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 mines hereditaments and other real estate what- soever as aforesaid accordingly. 8. The total amount of debts engagements and liabilitics of the said corporation shall not in any case exceed the amount of capital stock subscribed and actually paid up. 9. No dividend or bonus shall in any case be declared or paid out of the subscribed capital for the time being of the said company or otherwise than out of the declared surplus capital net gains and profits of the business. 10. In any action or suit to be brought by the said corporation against any proprictor of any shares in the capital of the said corpo- ration to recover any sum of money due and payable to the said corporation for or by reason of any call made by virtue of this Act or of the said deed of settlement it shall be sufficient for the corporation to declare and allege that the defendant being a proprictor of such or so many shares in the capital of the said corporation is indebted to the said corporation in such sum of money (as the call in arrears shall amount to) for such call of such sum of money upon such or so many shares belonging to the said defendant 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 the appointment of the directors who made such call or any other matters except that the defendant at the time of making such call was a holder or proprietor of one or more share or shares in the capital of the said corporation and that such call was in fact made and that such notice thereof and of the time fixed for the payment thereof 1853. 17° VIC. 275 Bathurst Copper Mining Company. thereof was given as is directed by the said decd of scttlement and the said corporation shall thereupon be entitled to recover what shall appear due. 11. Nothing hercin contained shall prejudice or be deemed to Contracts &. under prejudice any call made or any contract or other act decd matter ox the deed of settles thing entered into made or done by the said company prior to or under or by virtue of the said deed of settlement before this Act shall come into operation but the same call contract act deed mattcr or thing shall be as valid and effectual to all intents and purposes as if this Act had not been passed and may be enforeed in like manner as if the said company had been incorporated before the same call contract. act deed matter or thing had been made entered into or done. 12. In the event of the assets of the corporation being insufli- Liani cient to mect its engagements the sharcholders shall in addition to elders. the amount of their subscribed shares in the capital of the said corpo- ration be responsible to the extent only of a sum equal to the amount. of their said shares. 13. The directors for the time being shall have the custody of Custody and use of the common scal of the said corporation. and the form thereof and. all. ceperte sex. other matters relating thereto shall from time to time be determined by the directors in the same manner as is provided in and by the said deed of settlement for the determination of other matters by the board of directors and the directors present at a board of directors of the said corporation shall have power to use such common seal for the affairs and concerns of the said corporation 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 said company in conformity with the provisions of the said deed of scttlement and of this Act but it shall not be necessary to use the corporate scal 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. y of share-