Moreton Bay Immigration and Land Company Act 1855 19 Vic (NSW)

dorm Tar An Act to establish and incorporate a Company Bann Conant. to be called 'The Moreton Bay Immigration and Land Company." [Lath December, 1855.] Preamble. HEREAS it is expedient to afford additional facilitics for the immigration of suitable families and individuals of the working classes into the Moreton Bay District of New South Wales for the supply of the urgent demand "for labor in all branches of industry in that district and also for the formation of an agricultural population for the growth of cotton and other articles of agricultural produce suited to the soil and climate And whercas the progressive purchase of suitable tracts of waste land for the purpose of promoting immi- gration into that district would afford the means of accomplishing this object: provided that a company were formed for the purpose And whereas the several persons hereinafter named have associated for the accomplishment of this object and it is deemed advisable to give encouragement to them by eranting to them an Act of Incor- poration Be it therefore enacted by Ilis Excellency the Governor of New South Wales by and with the consent of the Legislative Council thereof as follows— 1. 1855. 19° VIC. ATT Moreton Ba y Immigration and Lund Compan i 1. The following persons that is to say Robert Cribb James Company incor. yi an James Gibbon William Hobbs Benjamin Cribb John Markwell herted. D. A. Somersett William Turner John Rankin McQuarie MeDonald Campbell McDonald Henry Kilner William Warren tLenvy Challinor Henry M. Cockburn Frederic k A. Forbes John Dunmore Lang Thomas Dowse John Fielding Richard Sexton Joseph Foote John C. Foote James Foote John George Cribb Thomas Smith James H. Robertson Thomas Lade Ambrose Eldridge R. Cribb junior and all other persons who shall hereafter become subscribers to the said undertaking and their several and respective successors executors administrators and assigns shall be and hereby are united into a com- pany for the purchase of suitable tracts of waste land for the promotion of immigration and for the re-sale thereof in small farms with a view to the settlement of an agricultural population in the Moreton Bay District of the Colony of New South Wales and for these purposes shall be one body corporate by the name and style of " 'The Morcton Bay Immigration and Land Company" and by that name shall have pe rpetual sucecssion and a common seal and shall and may sue and be sued plead and be impleaded answer and be answered unto defend and he defended in all Courts and places whatsoever and shall have power and authority from and after the passing of this Act and at all times thereafter to purchase and hold lands to them and their successors and assigns with a view to the promotion of immigration and also to sell and dispose of or lease the said lands again in small farms or other- wise as may be deemed most expedient for the settlement of an agricultural population in the said district. 2. The capital of the company hereby established shall be one Capital. million pounds sterling to he held in forty thousand shares of twenty- five pounds cach and such shares shall be numbered in regular or arithmetical progression beginning with number one and every such share shall be distinguished by its appropriate number and the said shares shall be and are hereby vested in the persons hereinbefore named and in such other persons as shall take shares in the said com- pany and their successors and their several and respective executors administrators and assigns. 3. The said shares shall be deemed personal estate and shall he Shares to be deemed transferable and transmissible as such and shall not be of the nature!" of real estate. Every person who shall by virtue of this Act have subscribe for or shall otherwise have become entitled to a share in the said company and whose name shall have been entered on the register of sharcholders hereinafter mentioned shall be deemed a sharcholder of the company and shall be entitled to participate in the profit and dividends of the company in proportion to the amount of capital which he shall have paid up. 5. The direetors shall cause the names additions and addresses Register of share- of the several persons entitled to shares together with the number of belles. shares to which they shall be respectively entitled distinguishing cach share by its proper number and the amount of the subscription paid on such shares to be from time to time fairly and distinctly entered in a register book to be kept in ihe office of the said company for that purpose and to be called "The Register of Sharcholders"? and the surnames or corporate names of the said sharcholders shall be placed in alphahctical order to the end that each proprictor for the time being and his interest in the company may be known. On demand of the holder of any shares the directors of the Certificates of shares . . . . . 1 to be issued to the company shall cause a certificate of the proprietorship of such shares shareholders, to he delivered to such sharcholder and such certificate shall have the common scal of the company affixed thereto and such certificate shall specily d Definition of share- holders, Certificate to be 19° VIC. 1855. Moreton Bay Inmigration and Land Company. specify the shares to which such shareholder is entitled and the same may be according to the form in the Schedule A to this Act annexed or to the like effect and for such certificate the said company may demand any sum not exceeding two shillings and sixpence and such certificate shall be admitted in all Courts as primd facie evidence of cvidence of property the title of such shareholder his executors administrators successors in shares. Certificate to be renewed when destroyed. Shares may he sold. Transfers of share to be registered &c. No shares to be transferred while in arrear. Transmission of shares by other means than transfer to be authenticated by a declaration. or assigns to the share therein specified but the want of such certifi- cate shall not prevent the holder of any shares from disposing thereof or receiving his share of the profits in respect thereof. 7. Ifany such certificate shall be worn out or damaged then upon the same being produced at some meeting of the directors such directors may order the same to be cancelled and thereupon another similar certificate shall be given to the party in whom the property of such certificate and of the shares therein mentioned shall be at the time vested or if such ecrtificate be lost or destroyed then upon proof thereof to the satisfaction of the directors a similar certificate shall be given to the party entitled to the certificate so lost or destroyed and to the shares therein mentioned and in either casc a due entry of the substituted certificate shall be made by the secretary in the register of shareholders and for every such certificate so given or exchanged the company may demand any sum not exceeding two shillings and six- ence. P 8. It shall be lawful for any shareholder to sell and transfer all or any of his shares subject to the provisions herein mentioned Pro- vided that every such transfer shall be by deed in which the consider- ation shall he stated and such deed may be according to the form in the Schedule B to this Act annexcd or to the like effect and provided also that if any certificate of the proprictorship of the shares to be transferred shall have been issued the same shall upon such transfer be delivered up to the directors to be cancelled or to be indorsed by the secretary to the company with a memorandum of the transfer unless it shall be shewn to the satisfaction of the directors that the same has been lost or destroyed. 9. The said deed of transfer (when duly exceuted) shall be delivered to the secretary and kept by him and the sceretary shall enter a memorial thereof in a book to be called " The Register of Transfers" and shall indorse such entry on the deed of transfer and shall on demand deliver another certificate to the purchaser and for every such entry together with such indorsement and certificate the company may demand any sum not exeecding two shillings and sixpence and on the request of the purchaser of any sharcs an indorsement of such transfer shall be made on the existing certificate of such shares instcad of a new certificate being granted and upon such indorsement being signed by the seerctary such certificate shall be considered in every respect the same as a new certificate and until such deed of transfer has been so delivered to the secretary as aforesaid the vendor of the shares shall continue liable to the company for any calls that may be made upon such shares and the purchaser shall not be entitled to receive any share of the property of the company or to vote in respect of such shares. 10. No shareholder shall be entitled to transfer any share which he shall possess in the said company after any call has been made in respect of such share until he shall have paid up such call nor until he shall have paid all calls for the time being duc on every share held by him. 11. If the interest in any shares have become transmitted in consequence of the death or bankruptcy or insolvency of any share- holder or in consequence of the marriage of a female shareholder or by any other lawful means than by a transfer according to the provisions ; of 1855. 19° VIC. Moreton Bay Immigration and Land Company. of this Act such transmission shall be authenticated by a declaration in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration or other authentication shall state and shew the manner in which and the party to whom such shares shall have been so transmitted and shall be made and signed by some credible person before a Justice of the Peace or notary public and such declaration or other authentication shall be left with the secrctary and upon the same being deemed satisfactory by the directors he shall enter the name of the person entitled by such transmission in the register of sharcholders and for every such entry the company may demand any sum not execeding five shillings and until such trans- mission has been so authenticated and such entry made no person claiming by virtue of any such transmission shall be entitled to reecive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof. 12. If such transmission he by virtue of the marriage of a Proof of transmis- female sharcholder the said declaration or other authentication shal] sien by marriage contain «a copy of the register of such marriage or other particulars of the celebration thereof and shall declare or shew the identity of the wife with the holder of such shares and if such transmission have taken place by virtue of any testamentary instrument or by intestacy the probate of the will or the letters of administration or an official extract. therefrom shall together with such declaration or other authentication be produced to the secretary and upon such production in cither of the cases aforesaid the seeretary shall make an entry of the declaration or other authentication in the said register of transfers. will &e. 13. The company shall not be bound in any manner by any Company not bound trusts or equitable interests or demands atfecting any shares st: anding required to take any notice of such trusts or equitable interests or demands but the reccipts of the person in whose name the share shall stand in the hooks of the company shall notwithstanding such trusts or equitable interests or demands and notice thereof to 'the company be a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable by the company in respect of suc +h shares and a transfer of 'the said shares by the person in whose name the shares shall so stand shall notwithstanding as afore- said be binding and conclusive as far as may concern the said company against all persons claiming by virtue of such trusts or cquitable interests or demands Provided always that it shall be competent to the directors of the company if they shall think fit so to do to with- hold payment of the dividends on any such shares and to refuse to allow or recognize the transfer of such shares in any case in which the company shal) have had notice of any claims under an alleged trust or equitable interest or demand And provided also 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 moncy payable by the company in respect of any such shares or the transfer thereafter of any such shares or to direet: the payment of such dividends or other money not already paid by the company or the transfer of such shares to such person as such Court may think fit. to sec to exceution D of trusts in respect in the name of any person as the ostensible proprietor thereof or be ofsbares. 14. The several persons who have aceepted or who shall here- subscriptions to be after accept or hold shares in the company shall pay the amount o said shares or such portions thereof as shall from time to time he called for by the directors at such times and places as shall be appointed by the directors and with respect to the provision in this Act contained lor {paid as called for. enforcing the payment of calls the word "sharcholder" shall extend Term " shareholder" to and include the legal representatives of every such sharcholder. 15. to include ropresenta- 480 19 VIC. 1855. Moreton Bay Immigration and Land Company. Power to make calls, 15. It shall be lawful for the directors from time to time to make such calls of money upon the several shareholders in respect of the amount of their respective shares as the said directors shall deem necessary provided that thirty days notice at the least he given of each call by a notice in the Government Gazette and in one or more of the newspapers published in the town of Brisbane and that successive calls be not made at a less interval than three months and that no call exceed the sum of twenty-five shillings for or in respect of any one share and every sharcholder shall be liable to pay the amount of the calls so made in respect of the shares held by hit to the persons and at the times and places from time to time appointed by the said directors. 'Ten per cent. interest 16. If before or on the day appointed for payment any_share- toy Patdonover-due Folder shall not pay the amount: of any call to which he is liable then every such shareholder shall be liable to pay interest for the same at the rate of ten per cent. per annum from the day appointed for the payment thercof' to the time of the actual payment. Power to receive 17. It shall be lawful for the directors if they shall think fit holders on interest, tO Yeceive from any of the shareholders who shall be willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made the company may pay interest at such a rate not exceeding the rate aforesaid as the share- holder paying such sum in advance and the directors shall agree upon. Enforcement of calls 18. If at the time appointed hy the directors for the payment by action, of any call any shareholder shall fail to pay the amount of such call it shall be lawful for the company to sue such shareholder for the amount thereof in any Court of Law or Equity having competent jurisdiction and to recover the same with interest as aforesaid from the day on which such call was payable and in any action or suit it shall not be necessary Declaration in suits to set forth the special matter but it shall be sufficient for the company to recover calls, ty declare that the defendant is the holder of one share or more in the company (stating the number of shares) and is indebted to the company in such sum of money as the calls in arrear shall amount to 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 Matter to be heard company by virtue of this Act and on the trial or hearing of such in uetion forcalls. setion 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 company and that such call was in fact made and such notice thereof given as is directed by this Act 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 Proof of proprietor. PECOVEr W hat shall be due upon such call and interest thereon and the ship. production of the register of shareholders required to be kept in the office of the company shall be primd facie evidence of such defendant being a shareholder and of the number and amount of his shares. Shares in arvear may 19. If any shareholder shall fail to pay any call payable by him . ™ together with the interest if any shall have accrued thereon the direc- tors of the company at any time after the expiration of one month from the day appointed for payment of such call may if they shall think fit declare the shares in respect of which such call was payable forfeited and that whether the said company have sued for the amount Notice to be given of of such call or not Provided that before declaring any share forfeited intention to declare the directors shall cause notice of their intention to declare such share to be forfeited to be left at or transmitted by the post to the usual or last place of abode of the person appearing by the register of share- holders 1855. 19° VIC. Moreton Bay Inmigration and Land Company. holders to be the proprietor of such share and if the holder of any such share shall be beyond the limits of this Colony or if his or their usual or last place of abode be not known to the directors by reason of its being imperfectly described in the said register of shareholders or otherwise or if the interest in any such share shall be known by the directors to have become transmitted or otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the party to whom the said share may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public "notice of such intention in the Government Guzelte and also in one or more of the newspapers published in the town of Brisbane and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfciture. 20. After such forfeiture as aforesaid it shall be lawful for the directors to scll the forfeited share by public auction and if there be more than one forfeited share then either separately or together as to them shall scem fit Provided that the company shall not sell or transfer more of the shares of any such defaulter than shall be sufficient as nearly as can be ascertained at the time of such sale to pay the arrears hen due from such defaulter on account of any calls together with 1¢ interest and expenses attending such sale and declaration of orfeiture and if the money produced by the sale of any such forfcited hare be more than sufficient to pay all arrears of calls and interest hereon due at the time of such sale and the expenses attending the cclaration of forfeiture and sale thereof with the proof thereof and 1e certificate of proprictorship to the purchaser the surplus shall on emand be paid to the defaulter And provided also that if payment of uch arrears of call and interest and expenses be made before any hare so forfeited shall have been sold as aforesaid such share shail revert to the party to whom the same belonged before such forfeiture in such manner as if such call had been duly * paid. 21. A solemn declaration in writing VW some credible person not interested in the matter made in conformity with the provisions of an Act of Council passed in the ninth year of the reign of Ifer present Majesty Queen Victoria numbered nine that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the treasurer or other officer of the company authorized by the directors to reecive payment of the price of such share shall constitute a good title to such share and a certificate of proprietorship shall be delivered to such purchaser and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall not be bound to see to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such. sale. 22. The first general meeting of the sharcholders of the com- pany for putting this Act in execution shall be held at some convenient place within the town of Brisbane within two months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon and the future general meetings of the company shall be held on the first Monday in the months of February and August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed shall be called " or dinary" or " half-y early" general meetings and all meetings whether half-yearly or extraordinary shall be held at such place as the 3P shareholders recht se act ZZ Forfeited shares may be sold. No more shares to be sold than are suflicient to pay off arrears and expeuses, On payment of arrears before sale shares to revert to the party. Evidence of proprictorship in purchasers of forfeited shares. First and other general meetings. Business at half- yearly general meetings. Business at extra- ordinary meetings. Extraordinary meetings. Extraordinary mecting of the company may be required by share- holders. Notice of meetings. Quorum of share- holders for a general meeting. Chairman at general meetings. Business at adjourn- ments. Votes of share- holders. 19° VIC. 1855. Moreton Bay Immigration and Land Company. shareholders shall at any general meeting direct and appoint and if no such direction be given then at such place as the directors shall from time to time appoint. 23. No matters except such as are appointed by this Act to be done at a half-yearly general meeting shall be transacted at any such meeting unless special notice of such matters have been given in the adv ertisement convening such meeting And no extraordinary meeting shall enter upon any business not set forth in the notice upon which it shall have been convened. 24, Every general meeting of the shareholders other than a half-yearly meeting shall be called an extraordinary meeting and such meetings may be convened by the directors as they think fit And any number of shareholders not being less than five holding in the aggre- gate one hundred shares may by writing under their hands at any time require the directors to call an extraordinary meeting of the company and such requisition shall fully express the obj cet. of the meeting required to be called and shall 'pe left at the office of the company or given to at least three directors or left at their last or usual places of abode and forthwith upon the receipt of such requisi- tion the directors shall convene a meeting of the shareholders and if for twenty-one days after such notice the directors shall fail to call such meeting the number of shareholders aforesaid qualified as afore- said may call such meeting by giving fifteen days public notice thereof in the Government Gazette and in one or more of the news- papers published in the town of Brisbane 25. Fifteen days public notice at the least of all meetings whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and one or more newspapers as_ hereinbefore mentioned which shall specify the place the day and the hour of meeting and every notice of an extraordinary meeting or of an ordinary meeting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the meeting is called. 26. In order to constitute a general meeting there shall be present either personally or by proxy shareholders holding in the aggregate not less than one-tenth of the subscribed capital of the company and being in number not less than ten and such share- holders shall be a quorum and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at the meeting other than the declaring of a dividend in case that shall be one of the objects of the mecting but such meeting shall except in the case of a meeting for the elec. tion of directors hereinafter mentioned be held to be adjourned sine die. 27. At every general meeting of the company one or other of the following persons shall preside as chairman that is to say the chairman of the company or in his absence the deputy chairman or in the absence of the chairman and deputy chairman some one of the directors of the company to be chosen for that purpose by the meeting or in the absence of the chairman and deputy chairman and of all the directors any shareholder to be chosen for that purpose by a majority of the shareholders present at such meeting and such chairman shall be entitled to vote not only as a principal and proxy but also to give a casting vote if there be otherwise an equality of votes and every such general meeting may be adjourned from time to time and from place to place and no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which such adjournment took place. 28. At all general meetings every shareholder who shall be possessed of one or more shares shall for the first five shares be entitled to 1855. 19° VIC. 483 Moreton Bay Immigration and Land Company. to one vote for each and for every additional number of five shares to one additional vote Provided always that no sharcholder shall Ie Shuchelders not te entitled to more than ten votes altogether and that no shareholder shal] °°" "= P" be entitled to vote at any meeting unless he shall have paid all the calls then due upon the shares held by him. 29. The votes of sharcholders may be given at any general Mamer of voting. meeting either personally or by attorney duly constituted or by proxies being sharcholders authorized by writing according to the form in the Schedule C to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy. 30. If several persons be jointly entitled to any shares the Wats of joint share- person whose name stands first in the register of shareholders as one of the holders of such shares shall for the purpose of voting at any mecting be decmed the sole proprietor thereof and on all occasions the vote of such first named sharcholder either in person. or by proxy shall be allowed as the vote in respeet of such shares without proof of concurrence of the other holders thereof And if any shareholder be a Votes of tunatics and lunatic or idiot such lunatic or idiot may vote by his committee and ™ns €e. if any shareholder be « minor he may vote by his guardian or any one of his guardians and every such vote may be given cither in person or by proxy. 31. Whenever in this Act the consent of any particular majority Proof of a particular of votes at any meeting of the company is required in order to authorize mor oe woes any proceeding of the company such particular majority shall only be veut of a poll being required to be proved in the event of a poll being demanded at such 7" meeting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such procceding has been carried and an entry to that effect in the book of proceedings of the company shall be sufficient authority for such procecding without: proof of the number or proportion of votes recorded in favour of or against the same. 32. The sharcholders present cither personal y or by proxy ats Six directors to be such first general meeting to be held as hereinbefore is mentioned or ee a cae aeee at some mecting to be held by adjournment from such general meeting shall choose and elect six persons to be directors to manage and conduct the aifairs of the company and at the half-yearly mecting which shall be held in the month of August in cach year two directors shall retire from office such retirement to be decided by lot between themselves until all the first set of directors who shall have been clected at such first general mecting directed to be held as aforesaid shall have retired and then at the half-yearly mecting to be held in the month of August in every year thereafter the dire ctors who shall have been longest in Retirement of office shall retire and so on from time to time during the continuance of the company and at every such half-yearly meeting i in the month of August in every year the shareholders then present "personally or by proxy sball elect two new directors in the place of the directors then retiring from office agreeably to the provision hereinafter contained and the persons elect ed at any such meeting being neither removed nor disqualified nor having resigned shall continue to be dircetors until others are clected in their stead as hereinafter mentioned. 33. If at anv meeting at which an clection of directors ought Existing divectors to take place the preseribed quorum of shareholders shall not "be ot meeting for elec- present within one hour from the time appointed for the meeting no ten of directors. election of directors shall be made but such mecting shall stand adjourned to the following day at the same time and place and if at the meeting so adjourned the prescribed quorum be not present within one hour {rom the time appointed for the meeting the existing directors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year. 34. 484 19° VIC. 1855. Moreton Bay Immigration and Land Company. Qualification of 34. No person shall be capable of being a director unless he be directors. a shareholder nor unless he be possessed of ten shares and no person holding an office or place of trust or profit under the company or interested in any contract with the company shall be capable of being a director and no director 'shall be capable of accepting any other office or place of trust or profit under the company or of being interested in any contract with the company during the time he shall be a director but nothing in this Act contained "shall prevent the company from remunerating the chairman and directors as they may think fit. eerie ted joint 35. Provided always that no person being a sharcholdcr or stock company not member of any incorporated joint stock company shall be disqualified disqualified byreason oy prevented from acting as a director by reason of any contract entered into between such joint stock company and the company hereby incorporated but no such director being a sharcholder or member of such joint stock company shall vote on any question as to any contract with such joint stock company. Supply of ocensional 36. If any director die or resign or become disqualified ov directors, incompetent to act as a director or cease to be a director by any other cause than that of going out of office by rotation as aforesaid the remaining directors if they think proper so to do may elect in his place some other sharcholder duly qualified to be a director and the shareholder so clected to fill up any such vacancy shall continue in office as a director until the next ordinary mecting of sharcholders when a director shall be clected by the sharcholders present or by proxy in the place of the director so having dicd resigned or become disqualified or incompetent to be a director or having ceased to be a director by any other ca