An Act to incorporate the Shareholders of a certain Banking Company called " The City B a n k " and for other purposes therein mentioned. [9th February, 1864.]
| WH E R E A S a J o i n t Stock B a n k " has been lately established at Sydney in t h e Colony of | New South Wales unde r and subject to t h e rules regula t ions and |
| provisions contained in a cer ta in i nden tu re or deed of se t t lement bearing date t h e first day of October in t he year of O u r L o r d one thousand e ight h u n d r e d and s ixty- three A n d whereas the said Company is desirous of be ing incorporated and i t is expedient t h a t it should be incorporated accordingly b u t subject to t h e provisions hereinafter contained Be i t therefore enacted by t h e Queen ' s Mos t Excel lent Majesty by and wi th t he advice a n d consent of t h e Legislative Counci l and Legislat ive Assembly of N e w South W a l e s |
| in Pa r l i amen t | assembled and b y the au thor i ty of t he same as | |
| fo l lows:— |
| 1. The following words and expressions in t he A c t shall have t he several mean ings hereby assigned to t h e m | unless t he r e be something | | in t h e subject or t h e context r e p u g n a n t to | such cons t ruc t ion ( that is | |
| |
| B a n k i n g | Company | called | " The | City |
| The expression | " T h e | C o m p a n y " | shall | m e a n | the | Company |
incorporated by th is Ac t
The expression " The Di rec to r s " shall m e a n the Board of Directors of t he Company for t h e t ime being duly appointed unde r t h e provisions of t he said deed of se t t lement
The word " Shareholder" shall m e a n shareholder propr ie tor
| or m e m b e r of | t he | Company. |
2. Every person who has a l ready become or a t any t ime or
| t imes hereafter shall or may in t h e m a n n e r | provided | by and | subject |
| t o t h e rules regula t ions and provisions contained in t h e said inden tu re or deed of se t t lement become holder of shares of or in t he capi ta l for t he t ime being of t he said Company shall for t h e purpose aforesaid b u t subject nevertheless to t he condit ions restr ic t ions regula t ions and provisions hereinaf ter conta ined be one body poli t ic and corporate in n a m e and in deed by t h e n a m e of " The City B a n k " and by t h a t n a m e shall and m a y sue any person or persons body or bodies poli t ic or corporate whe the r a member or members of t h e said Company or no t a n d m a y be sued implead and be impleaded in all Cour ts whatsoever a t L a w or in E q u i t y and m a y prefer lay and prosecute any ind ic tment informat ion or prosecut ion against any person or persons whomsoever for any s teal ing embezzlement fraud forgery cr ime or offence and in all i nd ic tmen t s informations and prosecut ions i t shall be lawful to s ta te t h e money and goods effects bills notes securit ies or o ther p roper ty of whatsoever n a t u r e of t he said Company to be t he money goods effects bills notes securit ies or o ther p roper ty of t he said Com pany and to designate t he said Company or co-par tnership by its corporate n a m e whenever for t he purpose of any al legat ion of an in ten t to defraud or otherwise howsoever such designat ion shall be necessary a n d the said Company shall have perpe tua l succession wi th a common seal which may be a l tered varied and changed from t ime to t ime a t t h e pleasure of the said Company. | 3, |
3. The several laws rules regula t ions clauses covenants and agreements contained in t h e said i nden tu re or deed of se t t lement or to he m a d e unde r or by v i r tue or in pursuance thereof are and shall be deemed and considered to be and shall be t h e by-laws for t h e t ime be ing of t he said Corporat ion save and except in so far as any of t h e m are or shall or may be al tered varied or repealed by or are or shall or m a y be inconsis tent or incompat ib le wi th or r e p u g n a n t to any of t h e provisions of th is Ac t or of any of t h e laws or s ta tu tes in force in t h e said Colony subject nevertheless to be and the same m a y be amended a l tered or repealed ei ther whol ly or in p a r t in t he m a n n e r provided in and by t h e said i nden tu re or deed of se t t lement b u t no ru le or by-law shall on any account or pre tence whatsoever be made by the said Company e i ther unde r or by v i r tue of t h e said i nden tu re or deed of se t t lement or of th i s Ac t in
| opposition | to | t he general | scope or t r u e in t en t | and | m e a n i n g of | t h e |
| said deed of se t t lement or of th i s A c t or any of t he laws or | s ta tu tes |
| in force in t he said Colony. |
| 4. The produc t ion of | a wr i t t en | or | p r in ted copy of t h e said |
deed of se t t lement or of any by-laws to be made in pursuance thereof or in pur suance of th i s Act hav ing the common seal of t h e Company affixed there to shall be sufficient evidence in every Cour t of Civil or Cr imina l jur i sd ic t ion of such deed of se t t lement or of such by-laws.
| 5. W h e n | a n d | so soon | as | t h e s u m of Two h u n d r e d t housand |
pounds be ing t h e capi tal of t h e said Company shall have been (if t he same has not a l ready been) subscribed for and a moie ty thereof paid as hereinafter requi red b u t not before i t shall be lawful for t h e said Company to act as aforesaid subject to all t h e res t r ic t ions and provisions herein conta ined a n d as such Company to car ry on t h e business of a bank of issue discount and deposit in t h e Colony of N e w South Wales and elsewhere and to m a k e loans of money on cash credit accounts promissory notes bills of exchange or le t ters of credit or on pledges of merchandise or w a r r a n t s orders or bonded warehouse certificates for t h e delivery or t ransfer of goods or mer chandise and on o ther securit ies of l ike n a t u r e or on personal securi ty a n d i t shall also be lawful for t he said Company to deal in money bul l ion specie gold silver and exchanges of and wi th all countr ies and in notes bills or o ther securit ies for money and general ly to t r ansac t all such other business as it is or shall or m a y a t any t i m e
| hereafter be usua l and lawful for es tabl ishments | car ry ing | on | b a n k i n g |
| in all i ts branches to do or t r ansac t inc lud ing the re in | t h e | deal ing | in |
| money bul l ion or specie or gold silver or in notes bills or loans and to |
| establish agencies b r anch banks or connexions in relat ion to t h e | said |
| business in any p a r t of t h e Br i t i sh | dominions or elsewhere a n d | to |
give le t ters of credit on agents b ranch banks and b a n k i n g connexions abroad b u t t h a t i t shal l not be lawful for t h e said Company to advance or lend any money upon the securi ty of lands or houses or ships no r to own ships and t h e said Company shall no t hold shares in i ts own stock nor advance or lend to any shareholder or propr ie tor of shares in t h e said Company any s u m or sums of money on t h e securi ty of h is share or shares nor invest lay out employ advance or embark any p a r t of t h e capital or funds of the said Company in the purchase of any lands houses or o ther rea l or leasehold p rope r ty whatsoever (save and except as here in specially provided) no r of any share or shares in t h e capi ta l
| stock for t h e t ime be ing of t he said Company no r in | any | t r a d i n g | or |
mercant i le speculat ion or business whatsoever no t usual ly considered as falling wi th in t h e ordinary and legi t imate purposes and opera tions of b a n k i n g es tabl i shments Provided always t ha t n o t h i n g here in contained shal l inval idate any l ien acquired or to be acqui red by t h e said Bank by way of equi table mor tgage upon any deposit
of
of deeds or other documents as collateral securi ty nor any r igh t c laim or t i t le to lands or o ther p roper ty by v i r tue of any mor tgage of lands or other p roper ty t a k e n or to he t a k e n by t h e said corpo ra t ion or any person or persons on the i r behalf as securi ty collat era l to any bill promissory note bond or o ther securi ty or any r igh t claim or t i t le to lands or other p roper ty hence to arise unde r t he jur isdict ion or adminis t ra t ion of any Cour t or Cour ts of E q u i t y
| Bankrup t cy or Insolvency under t h e rules of L a w or E q u i t y | touch ing |
the r igh t of credi tors holding such securit ies t he l ien secured by t h e deed of se t t lement to t h e Company over t h e shares belonging to any shareholder becoming indebted or coming unde r engagements to the Company or m a k i n g default in t he fulfilment of any covenant in t h e said deed of se t t lement conta ined or to p reven t t he Company from hold ing t h e shares forfeited by such default for t he purpose of sale as provided in t he said deed of se t t lement A n d provided fur ther t h a t n o t h i n g here in contained shall be t aken or const rued to p reven t t h e said Company from t a k i n g secur i ty by t h e hypothecat ion of merchan dise or bills of lading for the paymen t of any bill or bills of exchange d rawn against any sh ipment of merchandise shipped for exportat ion e i ther t o or from any por t or place beyond t h e sea or from one por t t o ano ther wi th in t he Aus t ra las ian Terr i tor ies or from t a k i n g any mor tgage or l ien on any stat ions runs sheep or cat t le the i r increase progeny wool and other produce u n d e r t he Acts of t he Colonial Legis la tu re for t h a t purpose made and provided or from t a k i n g hold ing and enjoying to t h e m and the i r successors for any es ta te t e r m of years or interest for t he purpose of r e - imbursement only and no t for profit any lands houses or other hered i taments or any merchandise or ships wh ich m a y be t aken by the Company in satisfaction l iquida t ion or discharge of any debt due or to become due to t h e Company or from selling conveying and assur ing the same as occasion may requi re A n d it is hereby declared t h a t all such l iens mor tgages r igh t s claims and hold ing shall be valid accordingly.
6. I t shall no t be lawful for the said Company to commence or ca r ry on the said business of bank ing as a corporat ion unde r or by v i r tue of th i s A c t unless or u n t i l t he whole of t h e said capital of two h u n d r e d thousand pounds shall have been subscribed for and a moiety or half p a r t a t the least of such sum of two h u n d r e d thousand pounds shall have been actual ly paid u p and t h a t t h e whole of t he said capi ta l if no t a lready subscribed shall be subscribed for wi th in t he space of
| w h e n th is A c t shall come in to operat ion and t h e whole of t he said | six calendar m o n t h s to commence and be computed from t h e period |
s u m of one hund red thousand pounds if no t a lready paid shall be paid
u p wi th in t he space of one year to be computed as aforesaid. |
| 7. I t shall be lawful for t he said Company for and du r ing the t e r m of twenty-one years to commence from t h e t ime of t h e pass ing of this Ac t or un t i l t he Legis la ture shall m a k e o ther provisions in t h a t behalf in case t he whole of t he said capital shall t hen have been subscribed for a n d a moie ty thereof paid as aforesaid and if no t t h e n from t h e t ime w h e n t h e whole of t he said capital shall have been subscribed for and such moie ty thereof paid as aforesaid unless t he said Company be sooner dissolved by v i r tue of t h e provisions of t h e said deed of set t le m e n t in t h a t behalf to m a k e issue and circulate at and from any city town or place in which they m a y have opened or established any bank branch b a n k or agency unde r or by v i r tue of th i s Ac t or of t he said inden tu re or deed of se t t l ement any bank notes or bills for one pound or five pounds s ter l ing each or for any grea ter sum t h a n five pounds sterl ing each bu t no t for any fractional pa r t of a pound and from time to t ime dur ing the said t e r m of twenty-one years to re-issue any such notes or bills when and so often as the corporat ion shall t h i n k fit but |
such
such privi lege shall cease in case of a suspension of specie paymen t s on demand for t he space of sixty days in succession or for a n y n u m b e r of days a t in tervals which shall a m o u n t toge ther to sixty days wi th in
| any one year or in case t h e said Company shall n o t well a n d | t ru ly |
ma in t a in abide by perform and observe all and every t he ru les orders provisions and directions here in conta ined and set forth upon which t h e said Company is empowered to open b a n k i n g es tabl i shments or to issue and circulate promissory notes .
8. Al l such notes shall bear da te a t t he ci ty town or place a t a n d from which t h e same respectively shall be m a d e a n d issued a n d the same respectively shall in all cases be payable in specie on demand a t t he place of da te and also t h e pr incipal es tabl i shment of t h e Com p a n y a t Sydney and the to ta l a m o u n t of the promissory notes payable on demand issued and in circulat ion wi th in t h e Colony of N e w South W a l e s m a y ex tend to b u t shall not a t any one t ime exceed the a m o u n t
| of i ts ac tua l pa id-up capi ta l | and any such fur ther a m o u n t in excess of |
| t he said capi tal as t h e Company shall hold in coin or bul l ion | wi th in |
| t h e said Colony. |
9. N o b ranch b a n k nor any es tabl ishment or agency of t h e said Company other t h a n and except t h e pr inc ipa l b a n k i n g establish men t shall be liable to be called upon to pay any notes of t h e said Company o ther t h a n and except such as shall have been original ly m a d e and issued a t or from such par t i cu la r b r a n c h b a n k or establish m e n t or agency.
| 10. I t shall be lawful for t he said Company from t ime to t ime to ex tend or increase the i r capi ta l for t he t ime be ing by | t h e | creat ion |
a l lo tment of and disposal of n e w shares in t he m a n n e r specified a n d set forth and subject to t h e ru les regula t ions a n d provisions conta ined
| in t he said i nden tu re or deed of | set t lement . |
1 1 . The to ta l a m o u n t of all t h e new shares to be so from
t i m e to t i m e created shall no t toge ther w i th t he original capi tal exceed five h u n d r e d thousand pounds and no such extension or increase in t he capi tal of t he said Company shall be made or t ake place w i thou t t h e previous sanct ion a n d approbat ion in wr i t ing of t he Governor for t he t ime be ing of t h e said Colony from t ime to t ime a n d for t h a t purpose first had a n d obtained and a t least half t he a m o u n t of t h e increased capi ta l shall be actual ly paid u p before any extension of t he deal ings of t h e said Company in respect to such new capi tal shall be commenced a n d u n t i l half of such new capi tal shall be so paid u p the dealings and affairs of t h e said Company shall be carried
| h a d no t t aken place. | on in t he same m a n n e r in all respects as if such extension of capi ta l | 12. The capi ta l or jo in t | stock for t h e t ime being a n d all t he |
funds a n d proper ty of t h e said Company and the several shares the re in a n d t h e profits and advantages to be derived therefrom shall be and be deemed personal estate a n d be t ransmiss ible accordingly subject t o
| t h e regula t ions of t he said inden tu re or deed of | se t t lement . |
13 . The Company shall no t be b o u n d in any m a n n e r by any
| t ru s t s or equi table in teres ts or demands | affecting any share or shares |
| of t h e capi tal s t and ing in | t h e | n a m e | of any person or persons as t h e |
| ostensible propr ie tor thereof or be requi red to t a k e | any | not ice |
of such t rus t s or equi table in teres ts or demands b u t t he receipt of t h e person or persons in whose n a m e or names the shares shal l s tand in t h e books of t he Company shall no twi ths tand ing such t rus t s or equi tab le in teres ts or demands and notice thereof to t he said Company be a good valid and conclusive d ischarge to the Company for or in respect of any dividend or o ther money payable by the said Company in respect of such shares and t h e Company shal l not be bound to see to t he appl icat ion of
t h e
t h e money paid on such receipt and t ransfer of t he said shares by t h e person or persons in whose n a m e or names such shares shal l so stand shall no twi ths t and ing as aforesaid be b ind ing and conclusive as far as may concern t h e said Company against all persons c la iming by v i r tue of such t rus t s or equi table interests or demands Provided always t h a t i t shal l be competent to t he Board of Directors of t he said Company if they shall t h i n k fit so to do to wi thhold pay men t s of t h e dividends on any such shares and to refuse to sanction t h e transfer of such shares in any case in which the said Company shall have had not ice of any claims unde r an alleged t rus t or equi table in teres t or demand and w h e n such claim shal l appear t o t h e said Board of Directors to be well founded A n d provided also t h a t n o t h i n g here in contained shall be deemed or t aken to interfere wi th or abr idge t he r igh t and power of a Cour t of E q u i t y to res t ra in t h e paymen t of any such dividend or other money payable thereafter by t h e Company in respect of any such shares or t h e transfer by the Company in respect of any such shares or to direct t h e p a y m e n t of such dividends or other money by t h e Company or t h e transfer of such shares by t he person or persons in whose n a m e or names t hey may s tand to such
| o ther person or persons as such Court may t h i n k | fit. |
| 14. I t shall be lawful for t h e said Company | no twi ths tand ing |
any s t a tu te or law to t he cont rary and no twi ths tand ing any clause or provision here in contained to purchase t ake hold and enjoy to t h e m a n d the i r successors for any es ta te t e r m of years or interest any houses offices bui ld ings lands a n d other he red i taments necessary or proper for t h e purpose of manag ing conduct ing and carrying on t h e affairs concerns and business of t h e said Company and also to t ake and to hold u n t i l t h e same can be advantageously disposed of for t h e purpose of re im b u r s e m e n t only and no t for profit any lands houses and other real estate merchandise and ships which m a y be so t aken by the said Company in satisfaction l iquidat ion or discharge of any debt due to t he Company or as securi ty collateral to any bill or promissory note or in securi ty for any debt or l iabil i ty bond fide incurred or come u n d e r previously a n d no t in anticipat ion or expectat ion of such securi ty b u t no t for any o ther purposes and to sell convey assign assure and dispose of such houses offices bui ld ings lands hered i taments and o ther rea l estate merchandise and ships as occasion may requi re .
| 15 . I t shall and m a y be lawful to and for all a n d every | person |
and persons bodies politic or corporate no t be ing otherwise incom
pe ten t to g r a n t sell alien and convey assign assure and dispose of
u n t o and to t h e use of t h e said Company and the i r successors for t he
purposes aforesaid or any of t h e m any such houses offices lands here
d i t amen t s and o ther real estate whatsoever as aforesaid accordingly.
| 16. The to ta l amoun t of t h e debts engagements and | liabilities |
of t h e said Company wi th in t h e Colony of N e w South Wales whe the r u p o n bonds bills promissory notes or otherwise contracted o ther t h a n the i r liabilities on account of t h e ordinary cash deposits of cus tomers a n d on account of bills of exchange d rawn b y or on behalf of t h e said Company upon any banke r or b a n k i n g company or agency in t he U n i t e d K i n g d o m of Great Br i ta in and I r e l and wi th in t h e a m o u n t or