Wahgunyah Murray Bridge Company Act 1861 24 Vic (NSW)

1861. 24° VIC. 595 Wahgunyah Murray Bridge Company. An Act to incorporate a Company to be called Waren Mornay Brive " The Wahgunyah Murray Bridge Company" = &™"** and to enable the said Company to erect and maintain a Bridge over the Murray River at the end of Ford-street in the Township of Wahgunyah and to take Toll thereat and for other purposes. [10th May, 1861.| IEREAS the construction of a bridge over the River Murray Preemble. at the northern end or termination of Ford-strect Wahgunyah in. the Colony of Victoria to connect said township with Corowa on the New South Wales side of the river and the overland road to Sydney will be of great advantage to the public generally and it is therefore advisable to grant encouragement to such persons as may be willing to make and maintain such bridge by granting to them an Act of incorporation Be it therefore enacted by the Qucen's Most Execl- lent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembred and by the authority of the s . That John Foord Christopher Godirey Baldock and ILenry Proprictors ineorpo- Baylis Boquives and all and every other person and corporation who Tted by Wahgunyal shall hereafter become subscribers to the said undertaking and their Muay Bridge several and respective successors executors administrators and assigns ompany shall be and are united into a company for making constructing completing and maintaining the bridge and other works by this Act authorized to be made and exceuted and for that purpose shall be once body corporate by the name and style of "The Wahgunyah Murray Bridge Company" and by that name shall have perpetual succession. and shall have « common seal and by that name shall and may suc St. and be sued plead and be impleaded answer and be answered unto Power to suc and be defend and be defended in all Courts and places whatsoever. sued 2. The capital stock of the company hereby established shall Capital to be es,o00 he cight thousand pounds sterling and shall be divided into one dviied inte shares thousand six hundred shares of five pounds each and upon taking any shave any subscriber shall pay to the secretary or other proper officer Periods aud amounts of the said company the sum of ten shillings 'sterling for every share "ol which shall be so taken and shall pay the remaining 'amount of every such share to such person or persons and in such parts or proportions as the directors of the said company shall deem necessary and from time to time call for and require and notice of such eall or calls shall be given in the New South Wales and Victoria Gocernment Gazette and in one or more of the newspapers published in the Colonies of New South Wales and Victoria and likewise by letter under scal of the company to every sharcholder fifteen days at least before the day appointed for the payment of the same. 3. If before or on the day appointed for the payment of any Interest on over-due call any shareholder shall not pay the amount of such call he shall be liable to pay interest for the same at the rate of ten per centum per annum from the day appointed for the payment of such call to the time of the actual payment thereof. 4. It shall be lawful for the said company if they think fit to Advances from reecive from any of the sharcholders who shall be willing to advance interests the same all or any part of the moncys duc upon their respective shares beyond the sums actually called for and to pay interest at a rate Application of money to be raised on deposits and calls, Shares to he per- sonal estate. Shareholders. Registry of share- holders, Certificates of shares to be issued to the shareholders. Certificates to be evidence, Certificate to be renewed when destroyed. Shares may he sold. 24° VIC. 1861. Wahgunyah Murray Bridge Company. rate not exceeding eight pounds per centum per annum upon the principal moneys so paid in advance or so much thereof as shall from time to time exceed the amount of the calls then made upon the shares in respect of which such advances shall be made. 5. The money to be raised or received by the said company by virtue of this Act shall be laid out and applied in the first place in paying and discharging all costs and expenses incurred in applying for obtaining and passing this Act and all other expenses preparatory or relating thereto and the remainder of such money shall be applied in and towards the making and maintaining the said bridge and other works and in otherwise carrying this Act into execution. 6. All shares in the undertaking shall be personal estate and transmissible as such and shall not be of the nature of real estate. 7. Every person who shall have subscribed the prescribed sum or upwards to 'the capital of the company or shall otherwise have become entitled to a share in the company and whose name shall have been entered on the register of shareholders hereinafter mentioned shall be deemed a shareholder of the company, 8. The company shall keep a book to be called "The Register of Shareholders" and in such book shall be fairly and distinctly entered from time to time the names and addresses of the several shareholders of the company together with the number of shares to which such shareholders shall De respectively entitled distinguishing each share by its number and the amount of the subscriptions paid on such shares and the surnames or (in the case of corporations) the corporate names of the said shareholders shall be placed in alphabetical order and such book shall be authenticated by the common seal of the company being affixed thereto and such authentication shall take place at the first ordinary mecting or at the next subsequent meeting of the company and so from time to time at each ordinary mecting of the company and such book may at all convenient times be perused by the sharc- holders respectively. 9. On demand of the holder of any share the company shall cause a certificate of the proprictorship of 'such share to be delivered to such sharcholder and such certificate shall have the common seal of the company affixed thereto and such certificate shall specify the share in the undertaking 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 company may demand any sum not exceeding two shillings and sixpence. 10. The said certificate shall be admitted in all Courts as prima facie evidence of the title of such shareholder his executors adminis- trators successors or assigns to the share therein specified nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. 11. Ifany such certificate 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 share therein mentioned shall be at the time vested or if such certificate 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 in either case 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 a sum not exceeding two shillings and sixpence. 12. It shall be lawful for any sharcholder and his executors or administrators to sell and dispose of any share to which he shall be entitled 1861. 24' VIC. 597 Wahgunyah Murray Bridge Company. entitled subject to the provisions herein contained and the assignment of shares may be according to the form in the Schedule B to this Act annexed. 13. The said assignment or transfer (when duly executed) shall reeeiciocd ane to be delivered to the secretary and be kept by him and the secretary — ' shall enter a memorial thereof ina book to be called "The Register of Transfers" and shall indorse such entry on the decd of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such indorsement. and certificate the company may demand any sum not excecding two shillings and six- pence and on the request of the purchaser of any share an indorsement 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 seeretary shall be considered in every respect. the same as a new certificate and until such transfer has been so delivered to the sceretary as aforesaid the vendor of the share shall continue liable to the company for any calls that may be made upon such share and the purchaser of the share shall not be entitled to receive any share of the profits of the undertaking or to vote in respect of such share. 14. No shareholder shall be entitled to transfer any shave after Transfer not to be. any call shall have been made in respect thereof until he shall have ™4eutileals pad. paid all calls for the time being due on every share held by him. 15. If the interest in any share have become transmitted in transmission of consequence of the death or bankruptey or insolveney of any share- Shares by other | holder or in consequence of the marriage of a female shareholder or by to be authenticated any other lawful means than by a transfer according to the provisions PY #* declaration. of this Act such transmission shall be authenticated by a declaration in writing as hercinafter mentioned or in such other manner as the directors shall require and every such declaration shall state the manner in which and the party to whom such share shall have been so transmitted and shall be made and signed by some credible person before a Justice or a Master or Master Extraordinary of the High Court of Chancery or a Notary Public or «a Commissioner of the Supreme Court of any of the Australian Colonics for taking affidavits and such declaration shall be left with the secretary and thereupon he shall enter the name of the person entitled under 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 transmission has been so authenticated no persons claiming by virtue of any such transmission shall be entitled to reccive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof. 16. If such transmission be by virtue of the marriage of a Proofortransmission fomale sharcholder the said declaration shall contain a copy of the bY mase will &- register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife with the holder of such shave 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 be produced to the sceretary and upon such production in cither of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. 17. The company shall not be bound to scc the execution of Fompany not hound any trust whether express implied or constructive to which any of the 8 : said shares may be subject and the receipt of the party in whose name any such share shall stand in the books of the company or if it stands in the names of more parties than one the receipt of one of the parties named first in the register of sharcholders shall from time to time be a sufficient discharge to the company for any dividend or other 598 24° VIC. 1861. Wahguayah Murray Bridge Company. other sum of money payable in respect of such share notwithstanding any trusts to which such share may then be subject and whether or not the company have had notice of such trusts and the company shall not be bound to sce to the application of the money paid upon such reccipt. Enforcement of calls 18. If at the time appointed by the directors for the payment of vy aemone any call any shareholder 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 at eight per cent. from the day on which such call was payable. Declaration in action 19. In any action or suit to be brought by the company against for calls. any sharcholder to recover any money due for any call it shall not be necessary to set forth the special matter but it shall be sufficient for the company to 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 the sum of money to which the calls in arrear shall amount in respect of one call or more upon one share or more (stating the number and amount of cach of such calls) whereby an action hath accrued to the company by virtuc of this Act. Matter to be proved 20. On the trial or hearing of such action or suit it shall be in action for calls. Sufficient to prove that the defendant at the time of making such call was the holder of one share or more in the undertaking and that such call was in fact made and that 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 mattcr whatsoever and thercupon the company shall be entitled to recover what shall be duc upon such call with interest thereon unless it shall appear that due notice of such call was not given or that the amount of such call was not in fact due by the defendant to the company in respect of the shares held by him. Proof of proprietor- 21. The production of the xeyister of shareholders shall be ship. primd facie evidence of such defendant being a shareholder and of the number and amount of his shares. Forfeiture of share. 22. If any shareholder fail to pay any call payable by him together with the interest (if any) that shall have accrued thereon the directors at any time after the expiration of two months from the day appointed for payment of such call may declare the share in respect, of which such call was payable forfeited and that whether the company have sucd for the amount of such call or not. 23. Before declaring any share forfeited the directors shall cause notice in writing of their intention to declare such 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 shareholders to be the proprietor of such share and if 'the holder of any such share shall be beyond the limits of the Colonies of New South Wales and Victoria or if his or their last place of abode le not known to the said directors or if the interest in any share shall be known by 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 Government Gazetles of New South 'Wales and Victoria and also in one or more of the newspapers published in the Colonics of New South Wales and Victoria and the several notices aforesaid shall be given twenty-cight days at least before the said directors shall make such declaration of forfeiture. Forfeiture to be 24. The said declaration of forfeiture shall not take effect so as confirmed by a . - > oye > : general meeting, to authorize the sale or other disposition of any share until such declaration has been confirmed at some general mecting of the company to Notice of forfeiture. 1861. 24° VIC. 599 Wahgunyah Murray Bridge Company. to be held after the expiration of two months at the least from the day on which such notice of intention to make such declaration of forfeiture shall have been given And it shall be lawful for the company to confirm such forfeiture at any such meeting and by an order at such meeting or at any subsequent. general mceting to direct the share so forfeited to be sold or otherwise disposed of. 25. The company shall not sell or transfer more of the shares Nomore shaves to be of any such defaulter than. will be sufficient as nearly as can be ascer- for payment of calls. tained at the time of such sale to pay the arrears then duc from such defaulter on account of any calls together with interest and the expenses attending such sale and the declaration of forfeiture and if the moncy produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thereon duc at the time of such sale and the expenses attending the declaration of forfeiture and the sale thereof the surplus shall on demand be paid to the defaulter. 26. If payment of such arrears of calls and interest and expenses Reversion of shares he made before any share so forfeited and vested by the company shall] $0 Party on payment have been sold such share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such calls had been duly paid. 27. As soon as one thousand shares of the said company shall First general have been subscribed for and the deposits paid as aforesaid the first ™™s general mecting of the shareholders for putting this Act into execution shall be held at some convenient place in the township of Wahgunyah between the hours of ten and four in the day time of which mecting not less than fourteen days notice shall be given by advertisement in the New South Wales and Victoria Gazettes and in two of the newspapers published in cach of the said Colonics one of which said newspapers shall be that which is published nearest to the township of Waheunyah and such meeting may be convened by any three sharcholders of the said company and at such first' general mecting the sharcholders then present shall by themselves or their proxics proceed to elect by the majority of votes eight shareholders qualified as hercinafter provided to be directors of the company And the future gencral mectings of the said company shall be held in the months of January and July in cach year or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the mectings so appointed to be held as aforesaid shall be called "ordinary meetings' and all meetings whether ordinary or extraor- dinary shall be held at the time and place prescribed at any previous ordinary mecting (if any) and if no time or place shall have becn so prescribed then at some time and place to he appointcd by the directors. 28. No matters except such as are appointed by this Act to be enti at ordinary done at an ordinary meeting shall be transacted at any such mecting : unless special notice of such matters have been given in the advertise- ment concerning such meeting. 29. Every gencral meeting of the sharcholders other than an Pxttaordinary ordinary mecting shall be called "an extraordinary meeting" and such oe meetings may be convened by the directors at such times as they shall think fit. 30. It shall be lawful for five or more shareholders holding in Extraortinuy | the aggregate not less than onc-cighth of the capital of the company jcquired by share- in writing under their hands at any time to require the directors to holders. eall an extraordinary meeting of the company and such requisition shall fully express the object of the meeting required to be called and shall be 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 600 24° VIC. 1861. Wahgunyah Murray Bridge Company. i upon the receipt of such requisition the directors shall convene a meeting of the shareholders and if for twenty-one days after such notice the directors fail to call such meeting the shareholders signing such requisition and qualified as aforesaid may call such meeting by giving fourteen days public notice thereof. Business at extra- 31. No extraordinary meeting shall enter upon any business ordinary meetings. 2 : . . : : not set forth in the notice upon which it shall have been convened. Notice of meetings. 32. Fourteen days public notice at the least of all meetings whether ordinary or extraordinary shall be given by advertisement which shall specify the place the day and the hour of mecting 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 i is called. eeeiag (OF # general 33. In order to constitute a meeting whether ordinary or extraordinary there shall be present either personally or by proxy 2 quorum of eight shareholders representing one hundred shares 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 meeting but such meeting shall except in the case of a meeting for the election of directors hereinafter mentioned be held to be adjourned sine die. Chairman at general 34, At every meeting of the company one or other of the ee following persons shall preside as chairman that is to say the chairman of the directors or in his absence the deputy chairman (if any) 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. 35. The shareholders present at any such mecting shall proceed in the execution of the powers of the company with respect to the matters for which such meeting shall have been convened and those only and every such meeting may be adjourned from time to time and from place to place and no business shall be transacted at any adjourned mecting other than the business left unfinished at the meeting from w hich such adjournment took place. Votes of joint share- 36. Lf several persons he jointly entitled to a share the person holders. whose name stands first in the register of shareholders as one of the holders of such share shall for the purpose of voting at any meeting be deemed the sole proprietor thereof and on all occasions the vote ot such first named shareholder either in person or by proxy shall be allowed as the vote in respect of such share without proof of the con- currence of the other holders thereof. Vote of lunatics and 37. If any shareholder be a lunatic or idiot such lunatic or idiot minors &e. may vote by his committee and if any shareholder be a 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. Proof of a particular 38. Whenever in this Act the consent of any particular majority ou Tearelin tne Of Votes at any meeting of the company is required in order to autho- event of a poll being rize any procecding of the company such particular majority shall Hemanded. only be required ,to be proved in the event of a poll being demanded at such meeting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceeding has been carried and an entry to that effect in the book of proceedings of the company shall be sufficient authority for such proceeding without proof of the number or proportion of votes recorded in favour of or against the same. ¥ 39. Business at meetings and adjournments. 1861. 24° VIC. 601 Wahgunyah Murray Bridge Company. 39. There shall be eight directors of the said company who Bowd of directors, shall be proprietors of at least twenty shares each and who shall he elected by the shareholders of the said company by ballot and not less than three directors shall constitute a board for the transaction of business of which the chairman of the directors shall always be one except in case of sickness or necessary absence in which case the directors present may choose one of their number as chairman at that mecting in his stead and the chairman at that mecting shall vote at the board as a director and in ease of there being an equal number of votes for or against any question before them he shall have the casting vote. 40. The directors shall have the management and supcrin- Powers of directors. tendence of the affairs of the said company and they may lawfully exercise all the powers of the company except as to such matters as are directed by this Act to be transacted by a general mecting of the company but the exercise of all such powers shall be in accordance with and subject to the provisions of this Act and also to the control and regulation of any general mecting of the said company specially convened for the purpose but not so as to render invalid any act done by the directors prior to any resolution passed by such general meeting. 41. At cach general meeting which shall be held in the month Retirement of direc- of July in each year two dircctors shall retire from office such retire- tors. ment to be decided by lot until all the first set of directors in office at the first general mecting 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 in the month of July in cach and every year the sharcholders then present by themselves or their proxies shall eleet tio now directors in the place of the directors who shall have so retired in the manner hereinbefore provided for the election of the first sct of directors Provided always that every Proviso. director who shall by rotation or otherwise go out of office on any general day of election shall be eligible to be immediately re-clected a director of the said company and 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 that all the first set of directors shall have so retired before any new or re-clected director shall retire. 42. If at any mecting at which an clection of directors ought Fxistine directors to take place the prescribed quorum shall not be present within one of meeting for elec: hour from the time appointed for the mcecting no election of directors ti? 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 mecting so adjourned the prescribed quorum be not present within one hour from the time appointed for the meeting the existing dircetors shall continue to act and retain their powers until new directors be appointed at the gencral mecting of the following year. 43. No director by being party to or executing in his capacity Direetors not to be of director any contract or other instrument on behalf of the company Pde and or otherwise lawfully executing any of the powers given to the directors shall be subject to be sued or prosecuted cither individually or collectively by any person vhomsocvcr and the bodies or goods or lands of the directors shall not be liable to execution of any legal process by reason of any contract or other instrument so entered into signed or executed by them or by reason of any other lawfal act done by them in the execution of any of their powers as directors and the directors their heirs executors and administrators shall be indemnified out of the capital of the company for all payments made or liability incurred in respect of any acts done by them and for all losses costs 46 and Meetings of directors. Committees of directors powers of committee. Meetings of com- mittces. Proceedings to be entered in a book and to be evidence, Cases in which office of director shall become vacant. 24° VIC. 1861. Wahgunyah Murray Bridge Company. and damages which they may incur in the execution of the powers granted to them and the directors for the time being of the company may apply the existing funds and capital of the company for the purposes of such indemnity and may if necessary for that purpose make calls of the capital remaining unpaid if any. 44, The directors shall hold meetings at such times as they shall appoint for the purpose and they may meet and adjourn as they think proper from time to time and from place to place and at any time any two of the directors may require the secretary to call a meeting of the directors and in order to constitute a meeting of directors there shall be present at the least the prescribed quorum and when no quorum shall be prescribed there shall be present at least one-third of the directors and all questions at any such meeting shall be determined by the majority of votes of the directors present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as one of the directors. 45. It shall be lawful for the directors to appoint one or more committees consisting of such number of directors as they think fit within the prescribed limits if any and they may grant to such com- mittees respectively power on behalf of the company to do any acts rclating to the affairs of the company which the directors could law- fully do and which they shall from time to time think proper to intrust to them. 46. The said committees may meet from time to time and may adjourn from place to place as they think proper for carrying into effect the purposes of their appointment and no such committee shall exercise the powers intrusted to them except at a meeting at which there shall be present the prescribed quorum or if no quorum be pre- scribed then a quorum to be fixed for that purpose by the general body of the directors and at all mectings of the committees one of the members present shall be appointed chairman and all questions at any meetings of the committee shall be determined by a majority of votes of the members present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as a member of the committce. 47. The directors shall cause notes minutes or copies as the case may require of all appointments made or contracts entered into by the directors and of the orders and proceedings of all meetings of the company and of the directors and committees of directors to be duly entered in the books to be from time to time provided for the purpose which shall be kept under the superintendence of the direc- tors and every such entry shall be signed by the chairman of such meeting and such entry so signed shall be received as evidence in all Courts and before all Judges Justices and others without proof of such respective mectings having been duly convened or held or of the persons making or entering such orders or proceedings being share- holders or directors or members of committee respectively or of the signature of the chairman or of the fact of his having been chairman all of which last-mentioned matters shall be presumed until the contrary be proved. 48. Ifany of the directors at any time subsequently to his election accept or continue to hold any other office or place of trust or profit under the company or be either directly or indirectly concerned in any contract with the company or participate in any manner in the profits of any work to be done for the company or if such director at any time cease to be a holder of the prescribed number of shares in the company then in any of the cases aforesaid the office of such director shall become vacant and thenceforth he shall cease from voting or acting as a director. 49. 1861. 24° VIC. 603 Wahg gan yuh Murray Y - Bria ge Company. 49. If any director die or resign or become disqualified ov Supply of occasional vacancies in office of incompetent to act as a director or cease to be a director by any other directors. cause than that of going out of office by rotation as aforesaid the remaining directors if they think proper so to do may clect in his place some other sharcholder duly qualified to be a director and the sharcholder so elected to till up any such vacancy shall continue in office as a director so long only as the person in wh