Clarence and Richmond Rivers Steam Navigation Company’s Act (1861 No crr) (NSW)

An Act to incorporate the Proprietors of a certain Company called " T h e Clarence and " Richmond Rivers Steam Navigation Com- " p a n y " and for other purposes therein

mentioned. [9th May, 1861.]

WI I E l l E A S a jo in t s tock R i c h m o n d Rivers S team Naviga t ion C o m p a n y " has been lately

company called " The Clarence and

established a t Sydney in t he Colony of N e w South W a l e s u n d e r t he

provisions conta ined in a cer ta in i n d e n t u r e dated t he first day of

J a n u a r y one thousand eight h u n d r e d and sixty p u r p o r t i n g to be a deed of se t t lement of t h e said company A n d whereas by the said deed of se t t lement t he several part ies the re to have respectively a n d

m u t u a l l y covenanted to be and cont inue (unt i l dissolved unde r t h e

provisions in t h a t behalf there in contained) a jo in t stock fompany unde r

the n a m e of " The Clarence and R i c h m o n d Rivers S team Navigat ion

C o m p a n y ' ' for t h e purpose of t r ad ing wi th s team and other vessels

be tween Sydney and t h e Clarence and R i c h m o n d Rivers and such other

places as t h e directors shall from t ime to t ime de te rmine on wi th full power for t he directors for t h e t ime be ing of t h e company to hire bui ld or purchase sui table premises for t h e ca r ry ing on t h e business of t he company and to let sell exchange or otherwise dispose of such premises and from t ime to t ime to appoin t and remove the necessary officers agents a n d solicitors and to fix t h e r emune ra t i on of such officers a n d agen t s A n d whereas i t was by t h e said deed of se t t lement fur ther agreed t h a t t he capi tal of t h e company should consist of fifty t housand pounds to be cont r ibu ted in five t housand shares of t en pounds each and of such addi t ional shares as a majori ty of t he propr ie tors a t a general m e e t i n g a t which the propr ie tors ac tual ly present in person or by p roxy should be ac tual ly possessed of no t less t h a n three-four ths of t h e pa id u p capi tal m i g h t de te rmine to be raised by t h e creat ion of and a l lo tment or sale of new shares A n d whereas by t h e said deed of se t t lement provision has been made for t h e p a y m e n t of dividends a n d for t h e disposal and appl icat ion of t he profits and for t h e formation of a reserve fund for repai rs and genera l ly for t h e due m a n a g e m e n t of t h e affairs of t h e said company A n d whereas t he said company is desirous of be ing incorporated b u t subject to the; provisions hereinafter con­ ta ined Be i t therefore enacted by t h e Queen ' s Mos t Excel len t Majesty by and wi th t he advice and consent of t h e Legislat ive Council and Legis la t ive Assembly of N e w South W a l e s in P a r l i a m e n t assembled and by the au tho r i t y of t h e same as follows—

body corporate whe the r member s of t he said corporat ion or not And may be sued implead and be impleaded in all Cour ts whatsoever of Law a n d E q u i t y A n d m a y prefer lay and prosecute any i nd i c tmen t informat ion and prosecut ion agains t any person whomsoever for any cr ime or offence A n d in all ind ic tments informat ions and prosecution's it shall be lawful to s ta te t he money goods bills notes securi t ies or o the r p roper ty of t h e said company to be t h e money goods bil ls notes securi t ies or o the r p roper ty of t h e said corporat ion and to des ignate the said company by its corporate; name 1 whenever for t he purpose of any al legation

1.    Such persons as have a l ready become or a t any t i m e hereafter

shall become propr ie tors of shares i n t h e capi tal for t he t ime be ing of t he said company shall for the purpose aforesaid b u t subject never­ theless to t he provisions hereinafter conta ined be one body corporate by t h e n a m e of " The Clarence and R i c h m o n d Rive r s S team Navi ­

gat ion C o m p a n y " and by tha t n a m e shall and may sue any person or

al legat ion of an i n t en t to defraud or otherwise such designat ion shall be necessary A n d t h e said corporat ion shall have perpe tua l succession with a common seal which may be changed from t ime to t ime a t t he pleasure of t he said corporat ion.

2. The several provisions and regula t ions contained in t h e said deed of se t t lement or to be made in pu r suance thereof are and shall be t he by-laws for t he t ime be ing of t he said corporat ion except in so far as any of t h e m are or shall or may be al tered or repealed by or are or shall or m a y be inconsis tent wi th or r epugnan t to any of t he pro­ visions of th i s Ac t or of any of t he laws or s ta tu tes now or hereafter to be in force in t he said Colony subject nevertheless to be and t h e same; may be amended al tered or repealed ci ther wholly or in pa r t in t h e m a n n e r provided by tlx; said deed of se t t lement B u t no ru le or by-law shall be made by the said corporat ion e i ther unde r the said deed, of se t t lement or by tin's Ac t in opposition to t h e general scope or t r u e in t en t and mean ing of t h e said deed of se t t lement or of th is Ac t or of any of t h e laws or s ta tu tes in force for t he t ime being in the said Colony.

3 . I t shall be lawful for t he said corporat ion from t ime to t ime

to increase; the i r capi tal for t he t ime being by t h e creat ion a l lo tment

and disposal of new shares in t he m a n n e r specified and subject to the provisions conta ined in t he hereinbefore in pa r t reci ted deed of sett le­ m e n t b u t so never theless t h a t t he to ta l a m o u n t of all t he new shares to be so from t ime to t ime created shall no t toge ther wi th t h e original capi ta l exceed one hundred and fifty t housand pounds .

I.     The capi ta l for t h e t ime being and all t h e funds and proper ty

of t h e said corporat ion and the several shares the re in and the profits to be der ived therefrom shall be and be deemed personal es ta te and shal l be t ransmiss ib le accordingly subject to t h e regula t ions of t he

said deed of se t t lement .

5. The corporat ion shall no t be bound by any t rus t s or equitable in teres ts affecting any share or shares in the; capi tal b u t t he person in whose n a m e such share shall s tand in the books of t he corporat ion shall be t aken to be t he absolute owner thereof to all in ten t s and pur ­ poses Provided always t ha t no th ing here in contained shall be deemed or t a k e n to interfere wi th or abr idge t he power of a Cour t of Equi ty to res t ra in t he p a y m e n t of any such dividend or other money payable thereafter by the corporat ion in respect of any shares or t he t ransfer thereaf ter of any such shares or t o direct the paymen t

of such dividends or o ther money by t h e corporat ion or t he t ransfer of such shares by the person in whose name; they m a y stanel to such o ther person as such Cour t m a y t h i n k fit.

6. I t shall be lawful for t he said corporat ion no twi ths t and ing

any law to t h e cont ra ry to purchase in fee simple; or for any less estate; or t ake u p o n lease any sui table premises for t he t r ansac t ion of the; business of t he company or to purchase land and erect the reon such bu i ld ings as may be necessary for such business and to le t sell or exchange or otherwise dispose of any land houses anel premises anel to e:ause the same to be assured accordingly.

7. No dividend or bonus shal l i n any case bo declared or paid out of t h e subscribed capital for the; t ime being of t h e said corporat ion or otherwise than ou t of the ne t profits of t h e business.

8. I n any ac t ion or suit to be b rough t by t h e said corporat ion

against any propr ie tor of any share in t he capital of t he said corporat ion to recover any s u m of money payable; to t he said corporat ion for or on account of any ins t a lmen t e>r call made by v i r tue of th i s Ac t or of t h e said deed of se t t lement i t shal l be; sufficient for t h e said corporat ion to al lege t h a t the1 defendant be ing a proprie tor of such share in the; capi ta l of the said corporat ion is indebted to t he said corporation in

such

such s u m of money as t h e in s t a lmen t or call in a r rear shall a m o u n t to for such ins ta lment or call of such s u m of money upon such share or shares be longing to t he said defendant Avhereby an act ion h a t h accrued to t he said corporat ion wi thou t se t t ing forth any special m a t t e r and on the t r i a l of such act ion or sui t it shall no t be necessary to prove how or in w h a t m a n n e r such ins ta lment or call became payable or any o ther

m a t t e r except t h a t t h e defendant was a propr ie tor of one or more	share
or shares in t h e capi tal	of t he said corporat ion and t h a t such ins ta l ­

m e n t or call was in fact due and t h a t t he t ime fixed for t he p a y m e n t thereof was given as is directed by the said deed of se t t l ement a n d t h e said corporat ion shall the reupon be ent i t led to recover w h a t shall appear due.

9. N o t h i n g here in conta ined shall prejudice any ins ta lment due

con t rac t or o ther act deed m a t t e r or t h i n g entered into m a d e or done1 by the said company under or by v i r tue of t h e said deed of se t t l ement before th i s A c t shall come in to operat ion bu t such ins t a lmen t cont rac t ac t deed m a t t e r or t h i n g shall be as valid and effectual to all i n t en t s a n d purposes as if th i s A c t had no t been passed and may be enforced in l ike m a n n e r as if t he said company had been incorpora ted before such ins ta lment became due or such cont rac t act deed m a t t e r or t h i n g h a d been m a d e en tered in to or done.

10. I n t h e event of t he assets of t he said corporat ion be ing a t

any t ime insufficient to mee t i ts engagemen t s t h e n and in t h a t case t h e shareholders respectively shall be responsible to t he a m o u n t of the i r subscribed shares only in addi t ion to such subscribed shares .

1 1 .    I t shall no t be necessary to use t h e corporate seal in respect

of any of t h e ordinary business of t he company or for t he appo in tmen t of a n a t to rney or solicitor for t h e prosecut ion or defence of any ac t ion suit or proceeding or otherwise A n d any person duly author ized a n d empowered unde r t he corpora te seal m a y wi thou t such seal execu te any deed and do all such o ther acts m a t t e r s and th ings as m a y be requi red to be executed and done on behalf of t h e said corporat ion and in conformity wi th the provisions of t he deed of se t t l ement and of

th i s Act .

12. This Ac t shall be deemed to be a publ ic A c t and shall be

judic ia l ly t aken not ice of as such by t h e J u d g e s of t he Supreme Cour t

a n d all o ther J u d g e s and Jus t i ces of t h e Peace wi th in t he Colony of N e w South Wales wi thou t be ing specially pleaded and the same when­ ever cited shall be sufficiently described as t h e " Clarence and

R i c h m o n d Rivers S team Naviga t ion Company ' s A c t . "