Commercial Banking Company Act 1848 No cbc (NSW)

An Act to incorporate the Proprietors of a certain Banking Company called " The Commercial Banking Company of Sydney " and for other purposes therein mentioned. [17th June, 1848.]

l ished under and subject to t h e rules regula t ions and provisions contained

WH E R E A S mercial B a n k i n g Company of Sydney" has been lately estab­

in a cer ta in i nden tu re or deed of se t t l ement bear ing date t he fifteenth day of M a y in the year of our Lord one thousand e ight hund red a n d forty-eight pu rpo r t ing to be a deed of se t t lement of t he said company b u t t he said company has no t yet commenced business A n d whereas J o h n H e n r y Challis of Sydney in t he Colony of New South Wales merchan t S tua r t Alexander Donaldson of the same place merchan t J o h n L a m b of t he same place m e r c h a n t H e n r y W a t s o n P a r k e r of P a r r a m a t t a in t he said Colony Esqu i re a n d H e n r y Gilber t Smi th of Sydney afore­ said merchan t are t h e present directors of t h e said company A n d whereas i t is expedient to incorporate t he said company Be i t therefore enacted by H i s Excel lency the Governor of N e w South Wales wi th t he advice a n d consent of t he Legislat ive Council thereof Tha t such and so m a n y person or persons as have already become or at any t i m e or t imes hereafter shall or may in t h e manne r provided by and subject to t h e ru les regula t ions and provisions contained in t he said inden tu re or deed of se t t lement become a propr ie tor or propr ie tors of any share or shares of or in t h e capi ta l for t he t ime being of t h e said society or company shall be one body polit ic and corporate in n a m e and in deed by the n a m e of " The Commercial B a n k i n g Company of Sydney " and by t h a t n a m e shall and m a y sue any person or persons body or bodies polit ic or corporate whe ther a member or members of t he said corporat ion or not and may he sued implead and be impleaded in all Cour ts whatever of L a w or in E q u i t y a n d m a y prefer lay and prosecute any ind ic tment information and prosecut ion against any person or persons whomsoever for

a jo in t stock b a n k i n g company called " The Com­

for any stealing embezzlement fraud forgery cr ime or offence and in

all ind ic tments informations and prosecut ions i t shall be lawful to state t he money and goods effects bills notes securities or o ther pro­

pe r ty of t h e said company to be t he money goods effects bills notes securities or o ther p roper ty of t h e said corporat ion and t h e said cor­ pora t ion shall have perpe tua l succession wi th a common seal winch
may be al tered varied and changed from t ime to t ime a t t he pleasure

of t he said corporat ion.

2. W h e r e a s by the said inden tu re or deed of se t t lement and

which said inden tu re is made or expressed to be m a d e between t he several part ies whose names arc the reun to subscribed and whoso seals a rc the reun to affixed each of t he several par t ies there to did for himself a n d herself severally and respectively and for bis and her several and respective heirs executors and adminis t ra tors covenant promise and

agree and declare with and to t h e others and each and every of the

others of t h e m and each and every of the i r heirs executors and adminis t ra tors t h a t t h e several persons par t ies to t he said deed of settle­ m e n t should cont inue (except as thereinafter otherwise provided) a society or company under t he n a m e style and firm of " T h e Commercial Hank ing Company of S y d n e y " un t i l dissolved by means of t h e provisions in such behalf thereinafter contained t h a t t h e capi tal of the said com­ p a n y was t h e sum of one hund red and twenty thousand pounds and was divided in to four thousand eight hund red shares of twenty-five pounds each b u t the amoun t of such capital m igh t be increased as thereinafter provided tha t such capital should as between the shareholders and the i r real and personal representat ives be deemed personal estate and be t ransmissible as such t h a t the objects and purposes of t h e company were and should be t he formation and establ ishment of a bank of issue discount and deposit in the Colony of N e w South W a l e s and the m a k i n g of loans of moneys on cash credit accounts promissory notes bills of exchange or le t ters of credit and on other securit ies of t he like na tu re also the deal ing in money bul l ion and specie of all countries and in notes bills or o ther securities for money and generally t he t r ansac t ing of all such other business as i t is or shall or may a t any t ime thereaf ter 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 ransac t inc luding there in t h e deal ing in money bul l ion or specie or in notes or bills and the estab­ l i shment of agencies or connections in E n g l a n d and Scotland and elsewhere a n d t h e giving of let ters of credit thereon for any purpose whatsoever and the establishing a branch bank or b r anch banks for t he purposes and in m a n n e r thereinafter ment ioned t h a t the said	J o h n	H e n r y	Challis	S tua r t Alexander Donaldson	J o h n	L a m b	H e n r y
W a t s o n	P a r k e r	and H e n r y	Gilbert	Smi th	were	and should	be t he

first directors of t he said company Be i t enacted Tha t t h e said corpo­

ra t ion is and shall be established for t he purposes of car ry ing on t h e business of bank ing in any pa r t of the Colony of N e w South Wales b u t subject nevertheless to t h e conditions restr ict ions regula t ions and provisions herein contained.

3 . A n d be i t enacted Tha t t h e capital or jo int stock for the t ime being of t he said corporation and the several shares there in and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be t ransmissible accordingly subject to the regulat ions of t he said inden tu re or deed of se t t lement .

4. A n d be it enacted Tha t it shall no t be lawful for the said corporation to commence or carry on the said business of bank ing under or by v i r tue of th is A c t un t i l the whole of t he said capital of one hundred and twenty thousand pounds shall have been subscribed for and a moiety a t the least of such sum of one hundred and twenty thousand pounds shall have been actual ly paid up .

5. A n d be i t enacted Tha t t h e whole of t he said capital shall be subscribed for wi th in t h e space of eighteen m o n t h s to commence and be computed from t h e period w h e n th is A c t shall come in to operat ion a n d t h e whole of t he said sum of one h u n d r e d and twenty thousand pounds shal l be paid u p wi th in t he space of two years to be computed as aforesaid.

6. A n d be i t enacted Tha t i t shall bo lawful for t he said corporat ion for and dur ing t h e t e r m of twenty-one years to commence from the period w h e n th is A c t shall come in to operation if t he whole of t he said capital shall t h e n have been subscribed for and a moiety thereof paid as aforesaid b u t no t otherwise to m a k e issue and circulate a t and from any ci ty town and place in which they m a y have opened or established any bank b ranch or es tabl ishment unde r or by v i r tue of th i s A c t or t he said inden tu re or deed of se t t lement any b a n k notes or bills for one pound two pounds or five pounds s ter l ing each or for any grea te r sum t h a n five pounds s ter l ing each b u t not for any fractional p a r t of a p o u n d and from t ime to t ime dur ing t h e said t e r m of twenty-one years to re-issue any such notes or bills w h e n and so often as t he corporat ion shall t h i n k fit b u t such privilege shall cease in case of t h e suspension of specie paymen t s on demand for the space of s ixty days in succession or for any n u m b e r of days a t intervals which shall a m o u n t a l together to sixty days wi th in one year or in case t he said corporat ion shall no t well and t r u l y ma in t a in abide by perform and observe all and every t he rules orders provisions and directions here in contained and set forth upon which the said cor­ porat ion is empowered to open bank ing es tabl ishments or to issue and

c i rcula te promissory notes .

7. A n d be it enacted Tha t from and after t h e expirat ion of t h e said t e r m of twenty-one years i t shall no t be lawful for t he said corporat ion a t any t ime thereafter t o m a k e issue or re-issue at or from any town or place any promissory or o ther notes or bills or any o ther i n s t rumen t in t he na tu r e of a promissory note or bill or in any m a n n e r whatsoever to car ry on the business of b a n k i n g in t he said Colony.

8. A n d be it enacted T h a t all such notes shall bear da te a t the city town or place a t and from which t h e same respectively shall be made and issued and t h a t t he same respectively shall in all cases be made payable in specie on demand at t he place of date and the to ta l a m o u n t of t he promissory notes payable on demand issued and in c i rculat ion shall no t at any one t ime exceed t h e a m o u n t of t h e capital and stock of t he said corporat ion ac tual ly paid u p .

9. A n d be it enacted Tha t t he to ta l a m o u n t of t he debts en­ gagements and liabilities of t h e said corporat ion whether u p o n bonds bills promissory notes or otherwise cont rac ted over and above the a m o u n t of deposits wi th t h e said company 's es tabl ishments shall no t in
any case exceed th ree t imes t h e a m o u n t of t h e capital stock	subscribed
and ac tual ly paid	u p .

10. A n d be i t enacted Tha t no b ranch bank or es tabl ishment

o ther t h a n and except t he pr incipal bank ing es tabl ishment of t he said corporat ion shall be liable to be called upon to pay any notes or bills of t he said corporat ion o ther t h a n and except such as shall have been originally made and issued a t and from such par t icu la r b r anch bank establ ishment .

1 1 . A n d be it enacted Tha t i t shall be lawful for t h e said

corporat ion no twi ths tand ing any s ta tu te or law to t he cont ra ry to purchase t ake hold and enjoy to t h e m and the i r successors in t he said Colony of N e w South Wales for any estate t e r m of years or in te res t any houses offices, bui ldings lands and other hered i taments necessary or proper for t he purposes of manag ing conduct ing and car ry ing on the affairs concerns and business of t he said corporat ion b u t not for

any

any o ther purposes and to sell convey assign assure and dispose of t he
same when no t wan ted for t he purposes of t he said business.

12. A n d be i t enacted Tha t it shall and may be lawful to and for all and every person and persons and bodies polit ic or corpora te who are or shall be otherwise competent to g ran t sell al ien and convey assign assure and dispose of u n t o and to t he use of t he said corporat ion and the i r successors for t he purposes aforesaid any such houses offices lands and other hered i taments whatsoever as aforesaid accordingly.

13 . A n d be i t enacted Tha t when and so soon as the capital shal l have been so subscribed and a moie ty of t he said capi ta l of one h u n d r e d and twen ty thousand pounds shall have been actual ly paid u p subject as aforesaid b u t not before it shall be lawful for t h e said corporat ion subject to all the res t r ic t ions and provisions here in con­ ta ined to commence and carry on the business of a b a n k of issue discount and deposit in the Colony of N e w South W a l e s and to m a k e loans of moneys on cash credit accounts promissory notes bil ls of exchange or le t ters of credit and on o ther securit ies of t he l ike n a t u r e or on personal security and it shall also be lawful for t he said corpo­ ra t ion to deal in money bul l ion and specie of all countr ies and in notes bills or o ther securities for money and general ly to t ransac t all such other business as it is or shall or m a y a t any t ime hereafter be usual a n d lawful for es tabl i shments car ry ing on b a n k i n g in all i ts b ranches to do or t ransac t inc luding there in t he deal ing in money bul l ion or specie or in notes or bills and t h e es tabl ishment of agencies or con­ nect ions in E n g l a n d or Scotland or elsewhere and t h e giving of le t ters of credit the reon for any purposes whatsoever and the es tabl ishment of a b ranch bank or b r anch banks for t he purposes and in m a n n e r directed by t h e said inden tu re or deed of se t t lement b u t t h a t it shall no t be lawful for t h e said corporat ion to advance or lend any money u p o n the securi ty of lands or houses or ships or on pledges of merchan­ dise nor own ships and the said corporat ion shall no t hold shares in i t s own stock nor advance or lend to any shareholder or proprie tor of shares in t he said corporat ion any sum or sums of money on the securi ty of his share or shares nor invest lay out employ advance or embark any p a r t of t h e capital or funds of t he said corporat ion in t he purchase of any lands houses or other real or leasehold proper ty what ­ soever (save and except as here in specially provided) nor of any share or shares in t he capital or stock for t h e t ime being of t he said company nor in any t r a d i n g or mercant i le speculat ion or business whatsoever

no t usua l ly considered as falling wi th in t h e ordinary and legi t imate

purposes and operat ions of b a n k i n g es tabl ishments .

14. A n d be it enacted Tha t t h e discounts or advances by the said corporat ion on securities bear ing t h e n a m e of any director or officer thereof as drawer accepter or endorser shall no t a t any t ime exceed in a m o u n t one- thi rd of t he to ta l advances and discounts of the

said corporat ion.

15 . A n d be i t enacted Tha t no dividend shall i n any case be
declared or paid out of t he subscribed capital for the t ime being of t he

said corporation or otherwise t h a n out of t he ne t gains and profits of

t h e said corporat ion.

16. A n d be i t enacted Tha t i t shall be lawful for t he said cor­ porat ion from t ime to t ime to extend or increase their capi tal for t h e t ime being by t h e creat ion a l lo tment and disposal of new shares in t h e m a n n e r specified and set forth and subject to t he rules regula t ions

and provisions contained in t he hereinbefore	in p a r t reci ted i nden tu re
or deed of	se t t lement .

17. A n d be i t enacted Tha t t he to ta l a m o u n t of all new

shares to be so from t ime to t ime created al lot ted or disposed of shall

no t

not a l together exceed the s u m of five hund red thousand pounds and t h a t no such extension or increase of t h e capital of t h e said cor­ porat ion shall he made or t ake place wi thou t t he previous sanction and approbat ion in wr i t ing of t h e Lords Commissioners for t he t ime being of H e r Majesty 's Treasury or of t h e Governor for t he t ime being of t h e said Colony from t ime to t ime for t h a t purpose first had and obtained and t h a t a t least half t he a m o u n t of t he increased capi ta l shall be ac tua l ly paid u p before any extension of t he dealings of the said corporat ion in respect of such new capital shall be com­ menced and un t i l half of such new capi ta l shall be so paid u p the dealings and affairs of the said corporat ion shall be carr ied on in all respects as if such extens ion of capi tal h a d no t t aken place.

18 . A n d be it enacted Tha t in t h e event of t h e assets of t he said corporat ion being insufficient to meet its engagements t h e n and in t h a t case t h e shareholders shall be responsible to t h e extent of twice t h e a m o u n t of the i r subscribed shares ( tha t is to say) for t he

a m o u n t	subscribed and for a fur ther	and	addit ional	a m o u n t	equal
the re to .

19. A n d be i t enacted Tha t in all cases in which shares in t he capi tal of the said corporat ion shal l be t ransferred between the period of th i s A c t coming in to operat ion and t h e ac tua l commencing of business by t h e said corporat ion t he responsibil i ty of the or iginal holder of t h e t ransferred share shall cont inue for six m o n t h s a t least after the date of t he transfer.

20. A n d be it enacted T h a t t he several laws rules regula t ions

clauses and agreements contained in t he said inden tu re or deed of se t t lement or to be made u n d e r or b y v i r t ue or in pur suance thereof a re and shall be deemed and considered to be and shall be t he by-laws for t he t ime being of t he said corporat ion save a n d except in so far as any of t h e m are or shall or m a y be a l tered varied or repealed by or are or shall or m a y be inconsis tent or incompat ible w i th or r e p u g n a n t to any of t he provisions of th i s A c t or any of t h e laws or s ta tu tes in force in t he said Colony subject never theless to be and t h e same may be amended al tered or repealed e i ther whol ly or in pa r t in l ike m a n n e r as t h e laws regula t ions and provisions contained in t h e said inden tu re or deed of se t t lement or t o be m a d e in pu r suance thereof arc hereby author ized and directed to be amended a l tered or repealed b u t no ru le or by-law shall on any account or pre tence whatsoever be made by the said corporat ion e i ther u n d e r or by v i r tue of t he said inden tu re or

deed of se t t lement or of t h i s A c t in opposition to t he general scope

or t r u e in ten t and mean ing of t h e said deed of se t t lement or of th is

A c t or of any of t h e laws or s ta tu tes in force in t h e said Colony.

2 1 . A n d be i t enacted T h a t no th ing here in contained shall

prejudice or be deemed to prejudice any call made or any cont rac t or o ther act deed m a t t e r or t h i n g en te red in to m a d e or done by the said company unde r or by v i r tue of t h e said inden tu re or deed of se t t lement before th i s A c t shall come in to operat ion b u t t he same call contract ac t deed m a t t e r or t h i n g shall be as valid and effectual to all in ten t s a n d purposes as if th is Act had no t been passed and may be enforced in l ike m a n n e r as if t he said company h a d been incorporated before

t he same call contract act deed m a t t e r or	t h i n g h a d been en te red	in to
made or done.

22. A n d be it enacted Tha t in any act ion or suit to be b rough t by or on behalf of t h e said corporat ion agains t any proprie tor or pro­ pr ie tors or owner or owners of any share or shares in t he capital of t he said corporat ion to recover any sum or sums of money due and payable to t h e said corporat ion for or by reason of any call or calls made by v i r tue of this A c t or of t he said inden tu re or deed of settle­ men t it shall be sufficient for the said corporation to declare and allege

that

t h a t t he defendant or defendants be ing a propr ie tor or proprie tors of such or so m a n y share or shares in t he capi tal of the said corporat ion is or are indebted to t h e said corporal ion in such sum or sums of money as t he call or calls in a r rea r shal l a m o u n t to for such and so m a n y call or calls of such or so m a n y sum or sums of money upon such or so m a n y share or shares belonging to t h e said defendant or defendants (as t he case m a y be) whereby an act ion h a t h accrued to t h e said corporat ion wi thou t se t t ing forth any special m a t t e r and on the t r ia l of such action or suit it shall not be necessary to prove the appoint­ m e n t of t he directors or any of t h e m who m a d e such call or calls or any o ther m a t t e r s except t h a t the defendant or defendants a t t he t ime of m a k i n g such call or calls was or were a propr ie tor or propr ie tors of some share or shares in t he capital of t he said corporat ion a n d t h a t such call or calls was or were in fact m a d e and t h a t such not ice thereof was given as is directed by the said inden tu re or deed of se t t lement and the said corporation shall t he reupon be ent i t led to recover wha t shall appear due.

23 . A n d be it enacted Tha t t h e directors for the t ime be ing of t he said corporat ion shall have the custody of t he common seal of t h e said corporat ion and t h a t t he form thereof and all o ther m a t t e r s re la t ing there to shall from t ime to t ime be determined at a board of directors of t he said corporat ion in the same m a n n e r as is provided by the said i nden tu r e or deed of se t t lement for t he deter­ mina t ion of o ther ma t t e r s a t any board of directors of t h e said company and t h e di rectors p resen t a t a board of directors of t h e said corporat ion shall have power to use t h e common seal of the said corporat ion for t h e affairs and concerns of t he corporat ion.

24. Provided always and be i t enacted Tha t no t h ing in this A c t conta ined shall be deemed to affect or apply to any r igh t t i t le or in teres t of H e r Majesty Her H e i r s or Successors or of any body or bodies politic; or corporate or of any person or persons except such bodies politic or corporate and other persons as are ment ioned

in th i s A c t and those c la iming by from or u n d e r t hem.

25. A n d be it enacted Tha t th is A c t shall come into operation so soon as a n d not un t i l t h e same shall have received the Roya l approba t ion and the notification of such approbation shall have been made by order of H i s Exce l lency the Governor in the New South

Wales Government Gazette and tha t such notification shall be sufficient

evidence of such approbat ion.

26. A n d be i t enacted T h a t th is A c t shall be deemed and t aken to be a publ ic A c t and shall be judicial ly t a k e n not ice of as

such by t h e J u d g e s of t h e Supreme Cour t of N e w South Wales and

by all o ther J u d g e s Jus t i ces and others wi th in t he Colony of N e w

South Wales and its dependencies wi thou t be ing specially pleaded.

27. A n d be it enacted Tha t in th i s A c t t he following words shall have t h e following mean ings hereby assigned to t h e m unless the re be something in t he subject or context r e p u g n a n t to such cons t ruc t ion t ha t is to say words impor t ing t he s ingular n u m b e r shall include the p lura l n u m b e r and words impor t ing the p lura l n u m b e r shall includes the s ingular n u m b e r and words impor t ing the mascul ine gender shall include females and bodies corporate as well as individuals .

s A N N O