Turon Golden Ridge Quartz Crushing Company Act 1852 16 Vic (NSW)

1852. 16° VIC. 249 Turon Golden Ridge Quartz Crushing Company. An Act to incorporate "The Turon Golden rx Gores Ripee Quarrz Ridge Quartz Crushing Company." — [27th Cue fove December, 1852.] TTEREAS a joint stock company called "The Turon Golden Preamble. Ridge Quarts Crushing Company"' has been lately established at Sydney in the Colony of New South 'Wales under and subject to the rules regulations and provisions contained ina certain deed of settlement bearing date the sixth day of August in the year of our Lord one thousand eight hundred and fifty-two purporting to he a deed of settlement of the said company And whereas by the said deed of sct- tlement the several parties thereto have respectively and mutually covenanted and agreed that they and such other persons as should become proprictors of shares in the said company as therein provided should be and continue until dissolved under the provisions in that behalf therein containcd a joint stock company under the name and title of "The Turon Golden Ridge Quartz Crushing Company" for working auriferous quartz and alluvial gold claims and lands in the said Colony for the purchase and lease of auriferous quartz and allu- vial gold claims and lands and for procuring gold therefrom for the purchase 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 ten thousand pounds divided into ten thousand shares of one pound cach or so much thereof as might from time to time be neces- sary and of such further sum or sums as might thereafter be raised by the creation allotment and sale of new shares as thercin provided And whereas by the said deed of settlement provision has been 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 sharcholders of the said company And whereas the said company is desirous of being incorporated and it is expedient that the said company should be ineorporated accordingly subject to the provisions hereinafter con- tained Be it therefore enacted by THis 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 Company incorpo- any time or times hereafter shall or may in the manner provided by nate and subject to the rules regulations and provisions contained in the said deed of scttlement become proprietors of shares of or in the capital for the time being of the said company shall (subject never- theless to the conditions "yegulations and provisions hereinafter con- tained) be one body politic and corporate in name and in deed by the name of "The Turon Golden Ridge Quartz Crushing Company" and by that name shall and may sue and be sued by any persons whether members of the said corporation or not and shall and may implead and be impleaded in ali Courts whatsoever at law or in equity and may prefer lay and prosecute any indictment information and prose- cution against any person whomsoever for any stealing embezzlement fraud forgery or other crime or offence and in all indictments infor- mations and prosecutions it shall be lawful to state the money and goods effects bills notes securities or other property of the said com- pany to be the money goods effects bills notes securities or other pro- perty of the said corporation and to designate the said company by 21 its 250 16° VIC. 1852. Turon Golden Ridge Quartz Crushing Company. its corporate name whenever for the purpose of any allegation of an. intent to defraud or otherwise howsoever such designation shall be necessary and the said corporation shall have perpetual succession with a common seal which may he altered varied and changed from time to time at the pleasure of the said corporation. Deed of settlement 2. The several laws rules regulations clauses and agreements ' contained in the said deed of settlement or to be made under or by virtue or in pursuance thereof shall be deemed and considered to be and shall he 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 either under or by virtue of the said deed of settlement or of this Act in opposition to the general scope or true intent and meaning of this Act or of any of the laws or statutes in force for the time being in the said Colony Provided that a true copy of the said deed of settlement and of any by-laws to be made by virtue or in pursuance thereof shall be enrolled in the Supreme Court of the said Colony before the same shall be of any validity whatever as the by-laws of the said corporation and provided further that nothing in the said deed of settlement shall be construed to authorize the said corporation to make issue or circulate any promissory notes payable to bearer or on demand for any amount whatever. Tnerease of capital. 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. Papital and shares to 4. The capital or joint stock for the time being and all the funds personalty. : . : 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 to the regulations of the said deed of settlement. Trusts or equitable 5. The corporation shall not be bound in any manner by any interests affecting . . : i shares. trusts or equitable interests or demands affecting any shares of the capital standing in the name of any person 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 in whose name 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 in accordance with the regulations in that behalf contained 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. 1852. 16° VIC. 251 Turon Golden Ridge Quartz Crushing Company. It shall be lawful for the said corporation notwithstanding Power to take and any statate or law to the contrary to purchase take hold and enjoy fo bold lands & 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 sel convey assien. assure lease and otherwise dispose of or act in respect of such mineral lands houses offices buildings and other lands anc hereditaments as occasion may require. 7. It shall and may be lawful to and for all persons who are or Conveyance to the shall be otherwise competent so to do to grant sell alien and convey corporation. assure and dispose of unto and to the use of the said corporation anc their successors for the "purposes aforesnid or any of them any such houses offices lands mincs hereditaments and other real estate what- socver as aforesaid accordingly 8. The total amount of debts engagements and liabilitics of the said corporation shall not in any case exceed twice the amount of capital stock subseribed and actually paid wp. 9. No dividend or bonus shall in any case be declared or paic out of the subscribed capital for the time being of the said company or otherwise than out of the declared surplus capital net gains anc profits of the business. 10. In any action or suit to be brought by the said corporation Actions or suits for against any proprictor of any shares in the ¢ capital of the said corpo- calls. ration to recover any sum of money dueand payable to the said corpo- ration 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 necessar y 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 proprictor 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 was given as is directed by the said deed of settlement and the said corpo- ration shall thereupon be entitled to recover what shall appear duc. 11. Nothing herein contained shall prejudice or be deemed to Gontracts Ke, under prejudice any eall made or any contract. or other act decd matter or ment before Act. 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 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 enforced 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. oo 12. In the event of the assets of the corporation. being insufli- Dinility off share- cient to meet its engagements the shareholders shall in addition to the amount of their subscribed shares in the capital of the said cor- poration be responsible to the extent only of a sum equal to the amount of their said shares. 13. The directors for the time heing shall have the custody of Custody and use of the common scal of the said corporation and the form thereof and all corporate seal. other matters relating thercto shall from time to time be determined by Dividend from the profits, 252 16° VIC. 1852. Great Nugget Vein Gold Mining Company. 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 dircetors present at a board of directors of the said corporation shall have powcr to use such common seal for the affairs and concerns of the said corporation and under such scal to authorize and empower any person without such scal 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 settlement and of this Act but it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the company or for the appointment of an attorncy or solicitor for the prosecution or defence of any action suit or procceding.