Richmond Bridge Company's Act 1857 20 Vic (NSW)

An Act to incorporate a Company to be called Bx» Bree "The Richmond Bridge Company" and to erect and maintain a Bridge over the River Hawkesbury at the Richmond Ferry in direct continuation of the public Road and to take Tolls thereat for a term of years and for other purposes therein mentioned. [18th March, 1857. | IEREAS the great increase of population in the districts of Preamble. North Richmond and Kurryjong in the county of Cook and the extension of the traffic across the River Hawkesbury have rendered the erection of a Bridge at or near the site of the present Ferry at North Richmond desirable Be it therefore enacted by the Queen's Most. Exccllent Majesty by and with the advice and consent of the Legis- lative Council and 'Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows— 1. William Bowman Robert Fitzgerald John Hoskinson George Company incorpo- Bowman William Lamrock James T. Ry. an William Parnell Richard ™*% Skuthorpe George Douglass Benjamin Richards John Town Thomas Case 'Thomas Eather senior Charles Eather and all and every other person and corporation who shall hereafter become subscribers to the said undertaking and their several and respective successors executors administrators and assigns shall be and are united into a company for making building completing and maintaining a substantial Bridge of af width not to be less than twenty-six fect at the place hereinafter men-' tioned at or near the Richmond Ferry to continue the present line of the public road in the county of Cumberland on the east side of the River Hawkesbury with the road on the opposite or west side of the same in the county of Cook and for that purpose shall be one body corporate by the nanie style and title of "'The Richmond Bridge Company" and by that name shall have perpetual succession and a common seal and by that name shall and may sue and be sued plead and be impleaded answer and be answered unto defend and be defended in all Courts and places whatsoever and the said company shall from time to time and at all times have full power and authority to constitute make ordain and establish such by-laws regulations and ordinances as may he deemed necessary for the good rule and government of the said company Provided that such by-laws be not inconsistent herewith or with any laws in force in this Colony or repugnant to the laws of England. 2. Capital divided into twelve hundred shares at £5 cach. Periods for calls and amount of payment. Share to be personal estate. Register of share- holders to be kept. Shares may be sold. Form of conveyance. 20° VIC. 1857. Richmond Bridge Company. 2. The capital stock of the company hereby established shall be six thousand pounds sterling and shall be divided into twelve hundred shares of five pounds each and such shares shall be numbered beginning with number one and so on in regular arithmetical progres- sion ascending whereof the common excess or difference shall always be one and every such share shall always be distinguished by the number to be applied to the same 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 company and their successors and their several and respective executors administrators and assigns and upon taking any share every subscriber shall pay to the treasurer or other proper officer of the said company the sum of two shillings and sixpence sterling for every share which shall be so taken and shall pay the remaining amount of every such share to the said treasurer or other officer in such parts or proportions as the directors of the said company shall deem necessary and from time to time call for and require Provided always that no such call shall exceed the sum of one pound sterling for or in respect of any one share and that no call or calls be made but at the distance of two months at the least from another and that notice thereof in writing shall be given to each and every shareholder by the secretary or other proper officer of the company fifteen days at least before the time appointed for the pay- ment of the same and on the demand of the holder of any share the directors for the time being shall cause a certificate under the seal of the said company of the proprietorship of such share to be delivered to such shareholder and the same shall be according to the form in Schedule A to this Act annexed or to the like effect and the said shares shall be and be deemed personal estate and transferable and trans- missible accordingly and every such share shall entitle the holder thereof to a proportionate part of the profits and dividends of the said company. 38. The said company shall so soon as the same can be done cause the names additions and addresses of the several proprictors of shares in the said company together with the number of shares to which they shall be respectively entitled and also the proper number by which every such share shall be distinguished to be fairly and distinctly entered in a register book to be kept in the office of the said company for that purpose and to be called "The Register of Shareholders" to the end that each proprietor for the time being and his interest in the company may be known and that when and so often as any change of ownership in such shares shall take place by transfer or otherwise such change of ownership shall be duly entered in the said book. 4. It shall be lawful for the proprietor of any share in the said undertaking and his executors or administrators to sell and dispose of any share to which he shall be entitled therein subject to the provisions herein contained And the form of the conveyance of shares shall be in conformity with Schedule B hereunto annexed and in every such case the said decd or conveyance being duly executed shall be delivered to the secretary or other proper officer of the said company to be kept by him and the said secretary or other proper officer shall enter a memorial of such transfer and sale for the use of the said company in a book to be kept for that purpose and shall indorse such entry on the conveyance and on the request of the purchaser of any share an indorse- ment of such transfer shall be made on the certificate of such share instead of a new certificate being granted and such indorsement being signed by the secretary or other proper officer of the said company shall be considered in every respect the same as a new certificate and until such transfer shall be so delivered to the secretary or other proper officer as aforesaid the vendor of the share shall continue liable to 1857. 20° VIC. 513 Bichmond Bridge Compan Y. to the company for any calls that may be made upon such share and the purchaser or purchasers of the share shall not be entitled to receive any share of the profits of the said undertaking or to vote in respect of such share. 5. A certificate of the proprictorship of any share in the said Evidence of property company under the seal of the said company as aforesaid shall he admitted in all Courts as primnd facie evidence of the title of any shareholder his exceutors administrators or assigns to the share therein Specified. 6. No sharcholder shall sell or transfer any share which he No share to be transferred while in shall possess in the said company after any call shall have been made arrenr. by the said directors for any sum ov sums 'of money in respect of such share unless he at the time of such transfer shall have paid or dis- charged to the treasurer of the said company or to such other person as the directors shall authorize to receive the same the whole and entire sum of money which shali have been called for in respect of such share so to be sold and transferred. 7. The said company shall not be bound to sec to the exccution Company not hound o sce to execution of of any 'ieust implied or constructive to which any of the said shares trusts in respect of may be subject and the reccipt of the party in w hose name any such 5's. share shall stand in the books of the said company and if it shall stand in the name of more parties than one the receipt of one of the parties named in the register of shareholders shall from time to time be a sufficient discharge to the said company for any dividend or other sum of money payable on account of any such share notwithstanding any such trusts to which such share may then be subject unless the said company shall have notice of such trusts and the said company shall not be bound to see to the application of the money paid upon such receipt. 'The several persons who have subscribed or who shall here- Subscribers to the . ' : . : stock or their repre- alter subscribe any money towards the said widertaking or their legal sentatives to pay as representatives respectively shall pay the sums respectively so sub- appointed by the scribed or such portions thereof as shall from time to time be called : for by the directors of the said company at such times and places as shall be appointed for the payment thereof and with reference to the provisions in this Act. contained for enforcing the payment of calls the ; word " shareholder" shall extend to and include the personal repre- Mice naesea sentatives of such shareholder. tatives. 9. Tt shall be lawful for the directors of the said company from Power to make calls : : a : . . upon the share- time to time fo make such calls of money upon the several sharcholders holders and obliga- in respect to the amount of capital subseribed or owing by them tions to pay. respectively as they shall deem necessary provided that fifteen days notice at the least be given of each and ¢ very such call and that successive calls be not made at less than the prescribed interval of two months as aforesaid and that no call exceed the prescribed amount as aforesaid and that every sharcholder shall he liable to pay the amount of the calls so made in respect of the shares held by him to the trea- surer of the said company or other person appointed as aforesaid at. the times and places from time to time appointed by the directors of the said company. 10. If before or on the day appointed for such payment any Interest to be paid shareholder shall not pay the amount of any call to which he is liable oversdie calls, every such shareholder shall he liable to pay interest for the same at the rate of seven pounds per cent. per annum from the day appointed for the payment thereof to the time of the actual payment. 11. It shall be lawful for the said company if they think fit to Power to receive ces from receive from any of the shareholders who shall be willing to advance shareholders. the same all or any part of the money due upon their respective shares beyond the sums actually called for. 38 12. 514 20° VIC. 1857. Richmond Bridge Company. Power to sue default- 12. Ifat any time appointed by the said company or the directors ing shareholders. — thereof for the payment of any call any sharcholder shall fail to pay the ' amount of such call to which he shall be liable it shall be lawful for the said 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. Register of share- 13. The production of the register of shareholders required to holders tobe prima . . 3 . 4 . . facie evidence. be kept in the office of the said company shall be primd facie evidence of such defendant's being a shareholder and of the number and amount of his shares. Shares in arreay 14. If any shareholder shall fail to pay any call payable by forfeited, him together with interest if any shall have accrued due thereon the directors of the said company at any time after the expiration of two months from the day appointed for payment of such call may if they shall think fit declare the share in respect of which such default shall have been made forfeited and that whether the said company shall have sued for the amount of such call or not. Twenty-one days 15. Before declaring any share forfeited the directors of the notice to be given . ' 7 . of intention to said company shall cause notice of their intention to declare such declare Share share to be forfeited to be left at or transmitted by post to the usual , or last known place of abode of the person appearing by the register of sharcholders required to be kept in the office of said company to be the proprictor 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 said directors or if the interest in any such share shall be known to the said directors to have become transmitted otherwise than by transfer and so the address of the party to whom the said share may for the time being belong shall not be known to the said directors the said directors shall give public notice of such intention in the New South Wales Government Gazette and also in one or more of the newspapers published in the city of Sydney and the several notices aforesaid shall be given twenty-one days at least before the said directors shall make such declaration of forfeiture. Porfeited shares may 16. That after such forfeiture as aforesaid it shall be lawful for : the said directors to sell the forfeited share or shares ¢ither by public auction or private contract and if there be more than one forfeited share then either separately or together as to them shall seem {it and any shareholder may purchase any forfeited share so sold as aforesaid and the receipt of the officer of the said company authorized by the directors to receive payment of the price of such share shall constitute a good title to such share and a certificate of proprietorship shall be Evidence of proprie- delivered to such purchaser and thereupon he shall be deemed the torship in purchaser holder of such share discharged from all calls made prior to such purchase and he shall not be bound to see to the application of the purchase moncy nor shall his title to such share he affected by any irregularity in the proceedings in reference to such sale. No more shares to be 17. The said company shall not sell or transfer more of the sotto par ot shares of any such defaulter than shall be sufficient as nearly as can arrears and expenses. be ascertained at the time of such sale to pay the arrears then duc from such defaulter on account of any calls together with the interest payable in respect thereof and the expense attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited share be more than sufficient to pay all arrcars of calls and interest thereon due at the time of sucli sale and the expenses attending the declaration of forfeiture and sale thereof and the proof thereof and the certificate of proprietorship to the purchaser the surplus shall on demand be paid to the defaulter. 18. 1857. 20° VIC. 515 Richmond Bridge Compan Y 1s. If payment of such arrears of call and interest and On Payment of expenses be made before any shares so forfeited and vested in the said sha s to revert to company shall have been sold as aforesaid such share shall revert to Me P"y- the party to whom the same belonged before such forfeiture in such manner as if such call had been duly paid. 19. So soon as the capital stock of the said company shall have Han in een of been actually subseribed for and the sum of two thousand pounds paid authorized Team: up and not. before it shall be lawful for the said company and they merce work. are hereby authorized and empowered by themsclves their agents deputies officcrs and workmen to construct build or cause to be constructed built and completed a good substantial bridge not less than twenty-six feet wide over that part of the river Hawkesbury over which the present road from North Richmond to the ferry would pass if prolonged in a straight line from the point at which it diverges towards the south to reach the said ferry and to dig and make proper foundations in the said river or on the banks thereof and to eut remove and carry away all roots of trees heds of gravel sand carth mud or other impediment whatsoever which may in any way Interrupt or hinder the erecting or completing the said bridge and generally to do and execute all and every other act matter and thing required and necessary convenient or useful for erecting building preserving pro- teeting and repairing the said bridge and the course or channel of the said river and making such proper embankments ways and approaches thereto as may be required according to the true intent and meaning of this Act Provided that no such embankment ways or approaches shall be made execpt on public land without the consent of the owner and provided also that if the present lessee of the ferry at North Richmond should sustain any pecuniary injury from the exercise by the said company of the powers hereby conferred on it he shall be entitled to recover from the said company adequate compensation for such injury. 20. The immediate government and management of the affairs Compan 's affairs to of the said company shall be vested in seven directors who shall be pe managed Dy a proprictors of at: least twenty shares each and who shall be chosen by the sharcholders of the said company in the manner hereinafter pr ovided but not less than three directors shall constitute a board for the Quorum for jusiness transaction of business of which the chairman shall always be one except i case of sickness or necessary absenee in which case the directors present may choose one of their number as chairman in his stead and the chairman shall vote at the board asa director and in ease of there being an. equal number of votes for and against any question before them the chairman shall have the casting vote. . No sharcholder shall be entitled to vote in the deliberations No vote under ten of the aid company who shall not be possessed of ten shares at the res one vote Jor least in the capital stock of the said company and every sharcholder every additional ten. who shall he possessed of ten or more shares in the said company shall for the first ten shares be entitled to one vote and for every additional number of ten shares to one additional vote Provided that no share- holder shall be entitled to more than ten votes in the said deliberations and all sharcholders may vote by proxy if they shall see fit Provided Vote by proxy. such proxy be a sharcholder and do produce trom the sharcholder whom he shall represent or for whom he shall vote an appointment to the following cffect and in this form— « T (or we) of do hereby nominate and Form of proxy Sc t € the ft] limited to cach appoin one of the pr oprietors of the particular meeting. a * Richmond Bridge Company to be my proxy in my 'name and in my "absence to vote and give my assent or * dissent from any business matter or thing relating to the "said company that shall be mentioned or proposed at the " general Votes of lunatics and , minors, First general mecting of the shareholders to organize the com- pany. Fifteen days notice to be given. Omission to meet not to work a for- feiture. Retirement of directors. 20° VIC. 1857. Richmond Bridge ¢ idge Company. " general or special meeting of the said company to be «holden on the day of or any adjourn- "ment thereof if I shall not be present in such manner as "he shall think fit for the benefit of the said company. " In witness whereof I have hereunto sct my hand this "6 day of 18 2 And every question of election of public officers or other matters or things which shall be proposed discussed or considered at any public meeting of the said company under the authority of this Act shall be determined and he decided by the majority of votes and proxics then and there present Provided always that the same person shall not vote as proxy for any number of persons who shall be together proprietors of more than three hundred shares. 22. If any shareholder be a lunatic or idiot such lunatic or idiot may vote by his committee and if any shareholder shall he a minor he or she may vote by his or her guardian and every such vote may be given either in person or by proxy. 23. W henever six hundred shares of the said capital stock shall have been subscribed and the deposits paid as aforesaid the first gencral meeting of the shareholders for putting this Act in execution shall be held at some convenient place in the borough of Richmond between the hours of ten in the forenoon and four in the afternoon of which [meeting not less than fifteen days notice shall be given by advertisc- ment in the New South Wales Government Gazette and in one or more of the newspapers published in the city of Sydney which notice three or more of the said shareholders are hereby authorized to give and there shall be held in each and every year after the present year two general meetings of the shareholders to be convened upon the second Wednesday in the months of January and July in cach year at the hour of eleven in the forenoon in the said borough or at such other hour or place as the said company at the preceding general meeting shall from time to time direct and appoint of which future general meeting not less than fifteen days notice shall be given by such public advertisements as hereinbefore mentioned or in such other manner as the said company at their respective general meetings shall direct and at such first general meeting the shareholders then present shall by themselves or their proxies proceed to elect by the majority of votes of shareholders at the time possessed of not less than ten shares each seven persons out of such shareholders as at the time of such election shall respectively be possessed in their own right of not less than thirty shares cach in the said company to be directors to manage and conduct the affairs of the said company and the directors so chosen shall choose out of their number one who shall be the chairman of the said company Provided always that the omission to mect as herein- before required shall work no forfeiture but the shareholders may be afterwards called together by the directors of the said company for the time being. 24, At each general meeting which shall be held in the month of July in each year two directors shall retire from office such retire- ment to be decided by lot until all the first set of directors in office at the first general meeting shall have so retired and then in each succeeding year the directors who shall have been longest in office shall retire and so on from time to time during the continuance of the said company and at every such general mecting i in the month of July in each and every year the shareholders then present by themselves or their proxies s shall elect two new directors in the place of the directors who shall have so retired in the manner hereinbefore provided for the election of the first set of directors Provided always that every director who shall by rotation or otherwise go out of office on any gencral 20° VIC "Richmond Bridge Company. general day of election shall be cligible to be immediately re-clected w director of the said company and t any director who shall at any time be re-elected shall be deemed to have been in office only from the time of such re-election and all the first set of directors shall have so retired before any new or re-clected directors shall retire. 25. In case any general mecting of the company at which a new (director ought to have been chosen shall have been adjourned from any cause whatever and a new director shall not have been chosen at such meeting then and in every such case the directors in office for the time being shall continuc "and have full power to act until a new director shall be duly chosen. 26. Every vacancy in the office of director occasioned by death resignation disqui ilification ov removal or by any other means than by eoing out of office by rotation as aforesaid 'shall be filled up by the election of a new director at a special general mecting of the share- holders to be convened by the board of directors for that purpose within two calendar months next after such vacancy shall occur anc every shareholder who shall be cleeted to supply any vacancy in the office of dixector occasioned by the death resignation disqualification or removal of any director as aforesaid shall continue in office so long only as the person in whose place or stead he may be elected woul have been entitled to continue in office if such death resignation. dis- qualification or remoyal had not happened. 27. No person concerned or interested in any contract undcr the said company shall be capable of being a director of the said company and no director shall be capable of being interested in any contract with the company during the time he holds such office, 28. The said directors shall have the power of nominating appointing and discharging all and every the officers and persons conneeted with the said company at such salaries or rates of remune- rition as to the said directors shall seem proper and shall have the management and superintendence of the affairs of the said company and they may lawfully exercise all the powers of the said company exeept as to such matters as are directed by this Act to be transacted by a general meeting of the company but the exercise of all such powers shall be subject to the by-laws rules and regulations of the said company and the sharcholders shall have power from time to time to alter and amend or to make such rules by-laws and regulations for the good government of the said company and of such bridge works and property hereinbefore mentioned and 'for the due collection of the tolls to be hereinafter reserved and for the well governing the workmen and other persons employed by the said company which said rules by-laws and regulations being put into writing under the common. seal. of the said company shall be published in the New South Wales Government Gazette and also in onc or more of the newspapers mblished in the city of Sydney and shall be binding upon and observed by all parties and shall be suflicient in any Court of Law to justify all persons who shall act under the same. 29. It shall be lawful for not less than five shareholders ding in the aggregate two hundred shares by writing under their ids at any time to require the said directors to call an extra- ordinary mecting of the said company and such requisition shall fully express the object of the mecting required to be called and shall be eft at the office of the said company and forthwith upon the reccipt of such requisition the directors shall convene a meeting of the share. holders and if after fifteen days after such notice the directors. shall fail to call such meeting the sharcholders aforesaid qualified as aforesaid may call such public meeting by giving thirty days public notice thereot in the New South Wales Government Gasetle and in one of the newspapers published in the city of Sydney. ho Wi 30. ft Dircetors retiring may be immediately re-clected. Director to continue in oflice till new one elected. Vacancy in the office of director to he filled up within two months, No person concerned in contracts under company shall he capable of being a director. Directors to appoint officers, Call of extraordinary meeting of the coimpany. 518 . 20° VIC. 1857. Richmond Bridge Company. Fifteen days notice 30. Fiftcen days notice at the least of all mectings whether companys of general or extraordinary shall be given by advertisement in onc of the newspapers published in the city of Sydney which notice shall specify the place day and hour of meeting and every notice of an extraordinary meeting shall specify the purpose for which such mecting is called. Tolls granted to the 31. In consideration of the great charges and expenses which company. the said company must necessarily incur in erecting building com- pleting and sustaining in good repair the said bridge and the road over the same upon the proper completion thereof within two years from the passing of this Act and provided the same be kept in proper repair by the said company it shall be lawful for the said company their servants agents or tenants during the residue of the term of forty years hercinafter specified for the continuance of this Act to ask demand recover and receive at a toll-bar or gate to be erected on or at the said bridge the tolls hereafter determined by the directors of the said company provided such tolls shall in no case excced the tolls specified in the Schedule marked C annexed to this Act and no higher tolls shall be charged demanded or received than such as are specified therein for cach and every person animal cart carriage dray wagon and other vehicle which shall pass over such bridge. bar and 'appoint 32. It shall be lawful for the said company to erect or cause to collectors. be erected a toll-bar or gate at upon or near to such part of the said bridge as to the said company shall seem expedient and to collect and receive the aforesaid tolls thereat or to nominate and appoint some fit and proper person to attend the said toll-bar or gate to collect and receive the tolls thereat Provided that at the expiration of this Act the said bridge toll-house land premises and appurtenances shall be and from. thenceforth be deemed to be public property and vested in ; the Crown accordingly. Exemption of 33. Toll shall not be demandable or taken by virtue of this Act and servants clergy- for any horscs or carriages of or belonging to the Governor of the said ite a cornea Colony for the time being or to any person in actual attendance upon employed onthe him or for or in respect of any horse beast carriage or other vehicle Fond rom Payment conveying any clergyman in the discharge of his duty or any other person or persons going to or returning from the proper church chapel or other place of worship of the person or persons riding or driving the same or parties proceeding to or returning from a funcral nor for any clergyman or minister or other person or persons going to or returning from his her or their place of worship on Sunday Christmas Day or Good Friday nor for or in respect of any horse beast carriage or other vehicle carrying the Post Office mails nor from any of Her Majesty's officers and soldiers being in proper staff regimental or military uniform dress or undress nor from any policeman or constable carrying his staff of office or in his proper dress in respect of them- selves or their horses nor for any carriages or horses belonging to Her Majesty or employed in ILer service when conveying persons baggage arms or ammunition or returning therefrom nor "from any person or persons 'horse beast carriage or other vehicle employed in the repairs of the public roads or bridges whilst engaged in carrying on such repairs or drawing materials for the same. Tolls may be let. 34. It shall and may be lawful for the said company to demise and to farm let the tolls demandable under and by virtue of this Act at or upon the said bridge and the lessee or lessees shall have the same power of demanding collecting and taking the said tolls as are hereby _ given to the said company. Lessee may appoint 35. The said lessee or lessees during such time as the said tolls . shall be so leased to them as aforesaid shall and may nominate and appoint such other person or persons as he she or they may think necessary 1857. 20° VIC. Richmond Bridge Company. necessary to collect demand and take tolls so demised leased and farmed and such person or persons so appointed as aforesaid shall and may use all methods for the recovery thercof in case of non-payment or evasion as the said company and such lessee or lessees might or could use under and by virtue of this Act. 36. In case the tolls demandable at or upon the said bridge In case of non-pay- inent of rent or shall be demised by the said company to any person or persons and avoidance lessees the lessce or lessces shall neglect or refuse to perform the conditions 24 occupiers, re- upon which the same shall be so let or in case the rent or rents agreed movable by order of a Justice of the to be paid by such lessce or lessces or any part thercof shall be in arrear P&°* for the space of ten days next after the day on which the same ought to be paid or in case the term for which such lessee or lessecs held the same shall in any manner become void