Deniliquin and Moama Railway Act of 1873 No dmr (NSW)

An Act to incorporate a Company under the name of the " Deniliquin and Moama Railway Company" for the purpose of making constructing and maintaining a Railway between Deniliquin and Moama and for other purposes. [3rd March, 1874.]

township of Deniliquin to the township of Moama on the northern hank of the River Murray with proper stations bridges approaches and works connected therewith would be of great public and local advantage And whereas the persons hereinafter named together with others are desirous of carrying the said undertaking into execution and it is deemed advisable to give encouragement to such persons by granting to them (upon the completion of such railway) portion of the waste lands of the Crown and by passing an Act incorporating them under the title of the Deniliquin and Moama Railway Company lie it therefore enacted by the Queen's Most

Excellent

WHEREAS

the making and maintaining of a railway from the

Excellent Majesty by and with, the advice and consent of the Legis lative Council and Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows :—

1. The following words in inverted commas in this Act and in the enactments herewith incorporated shall have the several meanings and include the several persons and matters hereby assigned to them unless the context is repugnant to such construction (that is to say) :—

" The Company "—The Company incorporated by this Act.

"Directors"—" Secretary "—The directors and secretary of the

Company respectively.

" Goods "—Things of every kind conveyed upon the railway.

" Justice "—A Justice of the Peace for New South Wales not inter

ested in the matter in relation to which the said word is used.

" Two Justices "—Two such Justices of the Peace as aforesaid

assembled and acting together in Petty Sessions.

" Lands "—Messuages lands tenements and hereditaments of any

tenure.

" Lease "—As well a lease as an agreement for a lease.

" Owner "—Any person or corporation enabled under the pro

visions of this Act to sell and convey lands to the Company.

" Shareholder"—Shareholder or member of the Company and in

referring to any such shareholder expressions properly

applicable to a person shall be held to apply to a corporation

and words applicable to a male shall apply to a female.

" The Railway"—The railway and works by this Act authorized to be constructed.

" The undertaking "—The making and maintaining of the line of railway and the stations bridges approaches and works con nected therewith and all other works by this Act authorized to be constructed.

"Toll"—Any rate or charge or other payment payable under this Act for any passenger animal carriage goods merchandize or thing conveyed on the railway.

2. This Act may be cited as the " Deniliquin and Moama Railway Act of 1873."

3. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones and all persons and corporations who have already subscribed or shall hereafter subscribe to the undertaking and their several and respective	executors administrators successors and assigns are hereby united into
a Company for the purpose of making and maintaining a railway from
the township of Deniliquin to the township of Moama on the River Murray in New South Wales with proper stations bridges approaches and works connected therewith in accordance with the provisions of this Act And for such purpose the said Company is hereby incorpo rated by the name of the " Deniliquin and Moama Railway Company" and by that name shall be a body corporate with perpetual succession and a common seal and by the said name shall have power to purchase and hold lands for the purpose of the undertaking and shall and may sue and be sued plead and be impleaded answer and be answered unto defend and be defended in all Courts and places whatsoever.

4 . The capital of the Company shall be one hundred and twenty-

five thousand pounds divided into twenty-five thousand shares of five

pounds each.

5. It shall be lawful for the Company to borrow on mortgage

or bond such sums of money as shall from time to time; by an order at

a general meeting of the Company be authorized to he borrowed not

exceeding

exceeding at any time one-half of the amount of the capital of the Company then actually paid up nor exceeding in the whole the sum of sixty-two thousand five hundred pounds but no part of such money shall be borrowed until twenty thousand pounds of the said capital shall have been paid up and for securing the repayment of the money so to be borrowed with the interest thereon it shall be lawful for the Company to mortgage the undertaking and the future calls on the shareholders or to give bonds in manner hereinafter mentioned And all and every part of the money so to be borrowed on mortgage; or bond shall be applied in carrying into execution the object and purposes of this Act.

6. Any money hereby authorized to be borrowed may be so borrowed in such sum or sums as the directors of the Company may think fit and for securing the repayment of the moneys so borrowed together with interest thereon it shall be lawful for the Company to issue debentures charged and secured upon the undertaking and tolls and such debentures shall be payable to the bearers thereof and shall entitle them to the rights and remedies hereinafter conferred on mortgagees And the interest of such debentures shall be paid in preference to any dividends payable to the shareholders of the Company And all debentures issued under the provisions of this Act shall be on an equal footing without priority one over the other.

7. Such debentures may be in the form or to the effect set forth in Schedule A hereto and shall be sealed with the common seal of the Company and be numbered arithmetically beginning with number one and so proceeding in an ascending arithmetical progression wherein the common difference shall be one And such debentures shall pass by delivery only and without any assignment or endorsement And the bearer of every such debenture shall have the same rights and remedies as if he were expressly named therein.

8. The principal and interest secured by debentures issued under this Act may be made: payable in the City of Sydney in the Colony of New South Wales or in the City of Melbourne in the Colony of Victoria at the option of the bearer signified in writing signed by him and addressed to the directors bearing a memorandum to that effect endorsed thereon by the secretary or other officer appointed by the directors for that purpose And the bearer of any such debenture may from time to time alter the place of payment from the said City of Sydney to the said City of Melbourne or vice versa by giving at the offie:e of the Company where the debenture shall for the time being be	payable six calendar months previous notice in writing terminating on	some half-yearly day of payment of interest of his wish to make such
alteration and obtaining a memorandum of such alteration endorsed by such secretary or other officer on the debenture And it shall be lawful for the directors to provide for the payment in manner aforesaid of any principal money or interest secured by any debentures issued under this Act.
9. It shall be lawful for the Company if they shall have paid off any money borrowed under the authority of this Act to borrow again the amount so paid off and so on from time to time but such power of re-borrowing shall not be exercised without the authority of a general meeting of the Company specially convened for that purpose.
10. A certificate under the hands of any two of the directors and the secretary endorsed on any debenture issued by the Company of the sum thereby secured being part of the total amount which the Company at the date of such certificate may legally borrow shall be sufficient evidence of the authority to borrow and to issue such debenture.

11. If the Company shall exercise the power of borrowing

conferred by this Act they shall once during the months of January and July in each year publish in the Government Gazette a statutory decla ration to be made by two of the directors and the secretary stating the amount of the subscribed capital of the Company the amount paid up thereon and the amount which the Company is at the date of the said declaration legally entitled to borrow on debentures and that the total amount then raised by the Company on debentures does not exceed the amount which the Company can then legally borrow.

12. The certificate of a Justice that a specified amount of the capital has been paid up and a copy of the order of the general meeting of the Company authorizing the borrowing of money on mortgage or bond certified by the chairman for the time being of the directors and by the secretary to be a true copy shall be sufficient evidence of the fact of such specified amount of the capital having been paid up and of the order for borrowing having been made And upon production to any Justice of the books of the Company and of such other evidence as he shall think sufficient such Justice shall grant the said certificate.

13. I t shall be lawful for the mortgagees of the Company to enforce the payment of arrears of interest or the arrears of principal and interest due on their mortgage by the appointment of a receiver as hereinafter provided Provided that the mortgage debt or debts in arrear shall not be less than the sum of one thousand pounds.

14. I t shall be lawful for the directors of the Company for the time being with the consent of the majority of the shareholders present at a general meeting duly held for that purpose at which shall be present and vote the holders of not less than one thousand shares and sixty or more shareholders to increase the capital of the Company to any amount not exceeding two hundred and fifty thousand pounds in the aggregate for the purpose of completing and maintaining the railway and other works hereby authorized And to raise such increased capital by creating an additional number of shares of five pounds each and to cause such shares to be sold or allotted to such persons as the directors shall approve of and on such terms and at such prices as they can obtain for the same And such shares when sold shall be subject to the provisions of this Act and shall be personal estate and transmissible as such and shall entitle the holders to the same benefits rights and privileges in respect thereof as if the same had been subscribed for in the formation of the original capital.

15. The said new shares shall vest in and belong to the the said Company at the times and by the instalments fixed by the	shareholders who shall accept the same and pay the value thereof to
directors And if any shareholder fail for one calendar month after the offer of any new share to him to accept the same and pay the said instalments in respect thereof it shall be lawful for the directors to dispose of such shares in such manner as they shall deem most beneficial to the interests of the Company.
16. If at the time of any augmentation of the said capital taking place the existing shares of the Company shall not be at a premium then such new shares may be issued in such manner and on such terms as the directors may think fit.
17. All shares in the Company shall be personal estate and transmissible as such and shall not be of the nature of real estate.
18. Every person who shall have subscribed under this Act for or shall otherwise have become entitled to a share in the said Company and whose name shall have been entered on the register of shareholders hereinafter mentioned shall be deemed a shareholder of the Company and shall be entitled to participate in the profits of the Company in proportion to the amount of capital which he shall have paid up.

19. The directors shall cause a book to be kept to be called the " Register of Shareholders " and in such book there shall be fairly and distinctly entered from time to time the names of the several corporations and the names occupations and addresses of the several persons entitled to shares in the Company together with the number of shares to which they shall be respectively entitled distinguishing each share by its number and the amount of the subscriptions paid on such shares and the surnames or corporate names of the said shareholders shall be placed in alphabetical order.

20. On demand of any shareholder the directors of the Company shall cause a certificate of the proprietorship of such shares to be delivered to such shareholder And such certificate shall have the common seal of the Company affixed thereto and shall specify the shares to which such shareholder is entitled and the same may be according to the form in Schedule B hereto or to the like effect And for such certificate the Company may demand any sum not exceeding two shillings and sixpence.

21. 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 but the want of such certificate shall not prevent any shareholder from disposing of his share or from receiving his share of profits in respect thereof.

22. If any 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 any sum not exceeding two shillings and sixpence.

23. Subject to the provisions of this Act any shareholder may sell or transfer all or any of bis shares and every such transfer shall be by deed in which the consideration shall be truly stated and such deed may be according to the form in the Schedule C hereto or to the like effect.

24. The said deed of transfer (when duly executed) shall be enter a memorial thereof in a book to be called the "Regis ter of	delivered to the secretary and be kept by him and the secretary shall
Transfers " and shall endorse such entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such endorsement and certificate the Company may demand any sum not exceeding two shillings and six pence and on the request of the purchaser of any share an endorse ment of such transfer shall be made on the certificate of such share instead of a new certificate being granted and such endorsement being signed by the secretary shall be considered in every respect the same as a new certificate and until such transfer has been so delivered to the secretary 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.
25. No shareholder shall be entitled to transfer any share after any call shall have been made in respect thereof until he shall have paid such call nor until he shall have paid all calls for the time being due on every share held by him.

26. It shall be lawful for the directors to close the register of transfers for a period not exceeding fourteen days previous to each ordinary meeting and they may fix a day for the closing of the same of which seven days notice shall be given by advertisement in some newspaper published in Sydney as well as in one published or circu lating in the district wherein the railway is situate and any transfer made during the time when the transfer books are so closed shall as between the Company and the party claiming under the same but not otherwise be considered as made subsequently to such ordinary meeting.

27. If the interest in any share shall have become transmitted in consequence of the death or bankruptcy or insolvency of any share holder or in consequence of the marriage of a female shareholder or by any other lawful means than by a transfer according to the provi sions of this Act such transmission shall be authenticated by a declara tion in writing as hereinafter 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 shares shall have been so transmitted and shall be made and signed by some credible person before a Justice or before a Commissioner of the Supreme Court 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 shareholders and for every such entry the Company may demand any sum not exceeding five shillings and until such transmission has been so authenticated no person claim ing by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof.

28. If such transmission be by virtue of the marriage of a female shareholder the said declaration shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife of the holder of such share and if such transmission have taken place by virtue of any testament ary 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 secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers.

29. The Company shall not be bound to see to the execution of

any trust whether express implied or constructive to which any of the

any such share shall stand in the books of the Company or if it stands	said shares may be subject and the receipt of the party in whose name
in the names of more parties than one the receipt of one of the parties mentioned in the register of shareholders shall from time to time he a sufficient discharge to the Company for any dividend or 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 see to the application of the money paid upon such receipt.
30. The several persons who have subscribed any money towards the undertaking or their legal personal representatives respectively shall pay the sums respectively so subscribed or such portions thereof as shall from time to time be called for by the Company at such times and places as shall be appointed by the Company and with respect to the provisions of this Act for enforcing the payment of calls the word " shareholder" shall extend to and include the legal personal repre sentatives of such shareholder.
31. It shall be lawful for the directors from time to time to make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them as they

shall

shall think fit provided that twenty-one days notice at the least be given of each call and that no call exceed the sum of ten shillings in respect of any one share and that the aggregate amount of calls made in any one year do not exceed the sum of three pounds and every shareholder shall be liable to pay the amount of the calls so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the said directors.

32. If before or on the day appointed for payment any share holder do not pay the amount of any call to which he is liable their such shareholder shall be liable to pay interest for the same at the rate of six per cent per annum from the day appointed for the payment thereof to the time of the actual payment.

33. I t shall be lawful for the directors if they think fit to receive from any of the shareholders willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made the directors may pay interest at such rate not exceeding the rate aforesaid as the shareholder paying such sum in advance and the directors shall agree upon.

34. If at the time appointed by the directors for the payment of 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 lawful interest from the day on which such call was payable.

35. In any action or suit to be brought by the Company against any shareholder 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 each of such calls) whereby an action hath accrued to the Company by virtue of this Act.

36. On the trial or hearing of such action or suit it shall be sufficient to prove that the defendant at the time of making such call was the holder of one share or more in the Company and that such call was in fact made and 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 matter whatsoever and

thereupon the Company shall be entitled to recover what shall be due upon such call with interest thereon unless it shall appear either that any such call exceeds the prescribed amount or that due notice of such call was not given or that the prescribed interval between two successive calls had not elapsed or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period.

37. The production of the register of shareholders containing the name of the said defendant as a shareholder shall be prima

facie

evidence of his being a shareholder.

38. 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 sued for the amount of such call or not.

39. Before declaring any share forfeited the directors shall cause notice of such intention to be left at or transmitted by the post to the usual or last 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 be absent from the Colony or if his usual or last place of abode be not known to the directors by reason of its being imperfectly described in the shareholders' address book or otherwise or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the parties to whom the same may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public notice of such intention in the Government Gazette and also in some newspaper published in Sydney as well as in one pub lished or circulating in the district wherein the railway is situated and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture.

40. The said declaration of forfeiture shall not take eifect so as to authorize the sale or other disposition of any share until such declaration have been confirmed at some general meeting of the 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 declara tion 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 meeting to direct the share so forfeited to be sold or otherwise disposed of.

41. After such confirmation as aforesaid it shall be lawful for the directors to sell the forfeited shares either by public auction or private contract and if there be more than one such forfeited share then either separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold.

42. A statutory declaration in writing by some credible person not interested in the matter made before any Justice that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared and confirmed in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the secretary of the Company for the price of such share shall constitute a good title to such share and a certificate of pro

prietorship shall be delivered to such purchaser and thereupon he shall	be deemed the holder of such share discharged from all calls due prior
to such purchase and he shall not be bound to sec to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale.
43. The Company shall not sell or transfer more of the shares of any such defaulter than will be sufficient as nearly as can be ascer tained at the time of such sale to pay the arrears then due from such defaulter on account of any calls together with interest and the ex penses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thereof the surplus shall on demand be paid to the defaulter.
44. If payment of such arrears of calls and interest and expenses be made before any share so forfeited and vested in the Company shall 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.

45. If any execution either at law or in equity shall have been issued against the property or effects of the Company and if there cannot be found sufficient whereon to levy such execution then such execution may he issued against any of the shareholders to the extent of their shares respectively in the capital of the Company not then paid up And no shareholder or his real or personal estate shall he liable for any debt or demand whatever due or to become due from or by the Company or in anywise relating to the said undertaking for any of the matters or things authorized by this Act to he made done or completed beyond the extent of his shares in the capital of the Company not then paid up Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or insti tuted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issue accordingly and for the purpose of ascer taining the names of the shareholders and the amount of capital remaining to be paid upon their respective shares it shall be lawful for any person entitled to any such execution at all reasonable times to inspect the register of shareholders without fee.

46. If by means of any such execution any shareholder shall have paid any sum of money beyond the amount then due from him in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the Company.

47. Every mortgage and bond for securing money borrowed by the Company shall be by deed under the common seal of the Company wherein the consideration shall be truly stated and every such mortgage deed or bond may be according to the form in the Schedule D or E hereto or to the like effect.

48. The respective mortgagees shall be entitled one with another to their respective proportions of the tolls sums and premises comprised in such mortgages and of the future calls paid by the shareholders if comprised therein according to the respective sums in such mortgages mentioned to be advanced by such mortgagees respectively and to be repaid the sums so advanced with interest without any preference one above another by reason of priority of the date of any such mortgage or of the meeting at which the same was authorized.

49. No such mortgage (although it should comprise future calls

on the shareholders) shall unless expressly so provided preclude the

Company from receiving and applying to the purposes of the Com

pany any calls to be made by the Company.

50. The respective obligees in such bonds shall proportionately according to the amount of the moneys secured thereby be entitled to be paid out of the tolls or other property or effects of the Company the respective sums in such bonds mentioned and thereby intended to be secured without any preference one above another by reason of priority of date of any such bond or of the meeting at which the same was authorized or otherwise howsoever.

51. A register of mortgages and bonds shall be kept by the

secretary and within fourteen days after the date of any such mortgage or bond an entry or memorial specifying the number and date of such mortgage or bond and the sums secured thereby and the names of the parties thereto with their proper additions shall be made in such register and such register may be perused at all reasonable times by any of the shareholders or by any mortgagee or bond creditor of the Company or by any person interested in any such mortgage or bond without fee or reward.

52. Any party entitled to any such mortgage or bond may from

time to time transfer his right and interest therein to any other person

and

and every such transfer shall be by deed wherein the consideration shall be truly stated and every such transfer may be according to the form in the Schedule E hereto or to the like effect.

53. Within thirty days after the date of every such transfer if executed within this Colony or otherwise within thirty days after the arrival thereof in this Colony it shall be produced to the secretary and thereupon the secretary shall cause an entry or memorial thereof to be made in the same manner as in the case of the original mortgage and after such entry every such transfer shall entitle the transferee to the full benefit of the original mortgage or bond in all respects and no party having made such transfer shall have power to make void release or discharge the mortgage or bond so transferred or any money thereby secured and for such entry the directors may demand a sum not exceeding two shillings and sixpence and until such entry the Company shall not be in any manner responsible to the transferee in respect of any such mortgage.

54. The interest of the money borrowed upon any such mortgage or bond shall be paid at the periods appointed in such mortgage or bond and if no period be appointed half-yearly to the several parties entitled thereto and in preference to any dividends payable to the shareholders of the Company.

55. The interest on any such mortgage or bond shall not be transferable except by deed.

56. The directors may if they think proper fix a period for the repayment of the principal money so borrowed with the interest thereof and in such case the directors shall cause such period to be inserted in the mortgage deed or bond and upon the expiration of such period the principal sum together with the arrears of interest thereon shall on demand be paid to the party entitled to such mortgage or bond and if no other place of payment be inserted in such mortgage deed or bond such principal and interest shall be payable at the principal office or place of business of the Company.

57. If no time be fixed in the mortgage deed or bond for the repayment of the money so borrowed the party entitled to the mortgage or bond may at the expiration or at any time after the expiration of twelve months from the date of such mortgage or bond demand payment of the principal money thereby secured with all arrears of interest upon giving six months previous notice for that purpose and in the like case the directors may at any time pay off the money borrowed on giving the like notice and every such notice shall be in

writing or print or both and if given by a mortgagee or bond creditor	shall be delivered to the secretary or left at the principal office of the
Company and if given by the directors shall be given cither personally to such mortgagee or bond creditor or left at his residence or if such mortgagee or bond creditor be unknown to the directors or cannot be found after diligent inquiry such notice shall be given by advertisement in the Government Gazette and in some newspaper published in Sydney and in one published or circulating in the district where the railway is situated.
58. If the directors shall have given notice of their intention to pay off any such mortgage or bond at a time when the same may lawfully be paid off by them then at the expiration of such notice all further interest shall cease to be payable on such mortgage or bond unless on demand of payment made pursuant to such notice or at any time thereafter the directors shall fail to pay the principal and interest due at the expiration of such notice on such mortgage or bond.
59. Where by this Act the mortgagees of the Company shall be empowered to enforce the payment of the arrears of interest or the arrears of principal and interest due on such mortgages by the

appointment

appointment of a receiver then if within thirty days after the interest accruing upon any such mortgage has become payable and after demand thereof in writing the same be not paid the mortgagee may without prejudice to his rights to sue for the interest so in arrear in any Court of competent jurisdiction require the appointment of a receiver by an application to be made as hereinafter provided and if within six months after the principal money owing upon any such mortgage has become payable and after demand thereof in writing the same be not paid the mortgagee without prejudice to his right to sue for such principal money together with all arrears of interest in any such Court may if his debt amount to the hereinbefore prescribed sum alone or if his debt docs not amount to the prescribed sum he may in conjunction with other mortgagees whose debts being so in arrear after demand as aforesaid shall together with his amount to the prescribed sum require the appointment of a receiver by an application to be made as hereinafter provided.

60. Every application for a receiver in the cases aforesaid shall be made to two Justices and on any such application it shall be lawful for such Justices by order in writing after hearing the parties to appoint some person to receive the whole or a competent part of the toll or sums liable to the payment of such interest or until such principal and interest as the case may be together with all costs including the charges or receiving the tolls or sums aforesaid be fully paid and upon such appointment being made all such tolls and sums of money as aforesaid shall be paid to and received by the person so to be appointed and the money so to be received shall be so much money received by or to the use of the party to whom such interest or such principal and interest as the case may be shall be then due and on whose behalf such receiver shall have been appointed and after such interest and costs or such principal interest and costs have been so received the power of such receiver shall cease.

61. At all reasonable times the books of accounts of the Com pany shall be open to the inspection of the respective mortgagees and bond creditors thereof with liberty to take extracts therefrom without fee or reward.

62. The capital to be raised by the creation of new shares shall be considered as part of the general capital and shall be subject to the same provisions in all respects whether with reference to the payment of calls or the forfeiture of shares on nonpayment of calls or otherwise as if it had been part of the original capital except as to the times of

making calls for such additional capital and the amount of such calls

which respectively it shall be lawful for the Company from time to

time to fix as they shall think fit.

Consolidation of Shares.

63. It shall be lawful for the directors from time to time with the consent of three-fifths of the votes of the shareholders present in person or by proxy at any general meeting of the Company when due notice for that purpose shall have been given to convert and consolidate all or any part of the shares then existing in the capital of the Com pany and in respect whereof the whole money subscribed shall have been paid up into a general capital stock to be divided amongst the shareholders according to their respective interests therein.

64. After such conversion or consolidation shall have taken place all the provisions contained in this Act which require or imply that the capital of the Company shall be divided into shares of any fixed amount and distinguished by numbers shall as to so much of the

e	capital

capital as shall have been so converted or consolidated into stock cease and be of no effect and the several holders of such stock may thence forth transfer their respective interests therein or any parts of such interests in the same manner and subject to the same provisions as or according to which any shares in the capital of the Company might be transferred under the provisions of this Act and the directors shall cause an entry to be made in some book to be kept for that purpose of every such transfer and for every such entry may demand any sum not exceeding two shillings and sixpence.

65. The directors shall from time to time cause the names of the several parties who may be interested in any such stock as afore- said with the amount of the interest therein possessed by them respec tively to be entered in a book to be kept for that purpose and to be called " the Register of Holders of Consolidated Stock" and such book shall be accessible at all seasonable times to the several holders of shares or stock in the Company.

66. The several holders of such stock shall be entitled to par ticipate in the dividends or profits of the Company according to the amount of their respective interests in such stock and such interests shall in proportion to the amount thereof confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the Company qualification for the office of directors and for other purposes as would have been conferred by shares of equal amount in the capital of the Company but so that none of such privileges or advantages except the participation in the; dividends and the profits of the Company shall be conferred by any aliquot part of such amount of consolidated stock as would not if existing in shares have conferred such privileges or advantages respec tively.

67. All the money raised by the Company whether by subscrip tions of the shareholders or by loan or otherwise shall be applied first in paying the costs and expenses incurred in obtaining this Act and all expenses incident thereto and secondly in carrying the pur poses of the Company into execution.

General Meetings.

68. The first general meeting of the shareholders of the Com-

pany shall be held at some convenient place in Deniliquin within three;

months after the passing of this Act between the hours of ten in the	forenoon and four in the afternoon And all subsequent general
meetings of the Company shall be held on the first Monday in the months of February or August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed to be held as aforesaid shall be called ordinary meetings and all meetings whether ordinary or extraordinary shall be held at some place to be appointed by the directors.
69. No matters except such as are appointed by this Act to be done at an ordinary meeting shall be transacted at any such meeting unless special notice of such matters have been given in the advertise ment convening such meeting.
70. Every general meeting of the shareholders other than an ordinary meeting shall be called an extraordinary meeting and such meetings may be convened by the directors at such times as they think fit.

71. No extraordinary meeting shall enter upon any business

not set forth in the notice upon which it shall have been convened.

72. It shall be lawful for a number of shareholders not being less than twenty holding in the aggregate shares to the amount of not less than one-tenth of the capital of the Company by writing under their hands at any time to require the directors to call 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 the receipt of such requisition the directors shall convene a meeting of the share holders and if for twenty-one days after such notice the directors fail to call such meeting the number of shareholders qualified as aforesaid may call such meeting by giving fourteen days public notice thereof.

73. Fourteen days public notice at the least of all meetings whether ordinary or extraordinary shall bo given by advertisement in the Government Gazette and in one newspaper published in Sydney as well as in some newspaper published in or circulating in the district wherein the railway is situated which shall specify the place the day and the hour of meeting 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 is called.

74. In order to constitute a meeting whether ordinary or extraordinary there shall be present either personally or by proxy shareholders holding in the aggregate not less than one-twentieth of the capital of the Company and being in number not less than twenty and such shareholders shall be the quorum 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.

75. At every meeting of the Company one or other of the 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 all the directors any shareholder to be chosen for that purpose by a majority of the shareholders present at such meeting.

76. The shareholders present at any such meeting 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 meeting other than the business left unfinished at the meeting from which such adjournment took place.
77. At all general meetings of the Company every shareholder shall have one vote for every share up to ten and he shall have an additional vote for every five shares beyond the first ten shares held by him up to one hundred and an additional vote for every ten shares held by him beyond the first hundred shares Provided always that no shareholder shall be entitled to vote at any meeting unless he shall have paid all the calls then due upon the shares held by him.
78. The votes may be given either personally or by proxies being shareholders authorized by writing according to the form in the Schedule G to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such share holder be a corporation then under their common seal and every proposition at any such meeting shall be determined by the majority

of votes of the parties present including proxies the chairman of the meeting being entitled to vote not only as a principal and proxy but to have a casting vote if there be an equality of votes.

79. No person shall be entitled to vote as a proxy unless the instrument appointing such proxy have been transmitted to the secretary of the Company not less than forty-eight hours before the time appointed for holding the meeting at which such proxy is to be used.

80. If several persons be jointly entitled to a share the person 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 of 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.

81. If any shareholder be a lunatic or idiot such lunatic or idiot may vote by his committee and if any shareholder be a minor he may vote by his guardian or any of his guardians and every such vote may be given either in person or by proxy.

82. Whenever in this Act the consent of any particular majority of votes at any meeting of the Company is required in order to authorize any proceeding of the Company such particular majority shall only be required to be proved in the event of a poll being demanded at such meet ing and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceedings 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.

83. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones shall be the first directors of the Company and shall continue in office until the first general meeting of the Company to be holden within three months after the passing of this Act.

84. The shareholders present personally or by proxy may at such first general meeting as hereinbefore provided either continue in office the directors appointed by this Act or any number of them or may elect six persons to be directors the directors appointed by this Act being eligible as members of such new body and at the first half- yearly meeting to be held in the month of February in every year thereafter the shareholders present personally or by proxy shall elect persons to supply the places of the directors then retiring from office

agreeably to the provisions hereinafter contained and the several

persons elected at any such meeting being neither removed nor dis

qualified nor having resigned shall continue to be directors until

directors are elected in their stead as hereinafter mentioned.

85. If at any meeting at which an election of directors ought to take place the prescribed quorum of shareholders shall not be present within one hour from the time appointed for the meeting no election of directors shall be made but such meeting shall stand adjourned to the following day at the same time and place and if at the meeting so adjourned the prescribed quorum be not present within one hour from the time appointed by the meeting the existing directors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year.

86. No person shall be capable of being a director unless he be a shareholder nor unless he be possessed of at least fifty shares and no person holding an office or place of trust or profit under the Com pany or interested in any contract with the Company shall be capable of being a director and no director shall be capable of accepting any other office or place of trust or profit under the Company or of being interested

ill any contract with the Company during the time he shall be a director but nothing herein contained shall be construed to prevent the Company from assigning any remuneration to the chairman and directors for their services.

87. If any 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 or if he shall be absent from the meetings of the Board of Directors for three consecutive months without the leave of the said Board 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 Provided always that no person being a shareholder or member of any incorporated joint stock Company shall be dis qualified or prevented from acting as a director by reason of any con tract entered into between such joint stock Company and the Company incorporated by this Act but no such director being a shareholder or member of any such joint stock Company shall vote on any question as to any contract with such joint stock Company.

88. The directors appointed by this Act and continued in office as aforesaid or the directors elected to supply the places of those retiring as aforesaid shall subject to the provision hereinbefore contained for increasing or reducing the number of directors retire from office at the times and in the proportions following the individuals to retire being in each instance determined by ballot among the directors unless they shall otherwise agree that is to say—

At the end of the first year after the first election of directors one-

third of such directors to be determined by ballot among them-

selves unless they shall otherwise agree shall go out of office.

At the end of the second year one half of the remaining number

of such directors to be determined in like manner shall go

out of office.

At the end of the third year the remainder of such directors shall

go out of office.

And in each instance the places of the retiring directors shall be sup plied by an equal number of qualified shareholders and at the first ordinary meeting in every subsequent year one-third of the directors being those who have been longest in office shall go out of office and

their places shall be supplied in like manner nevertheless every director

so retiring from office may be re-elected immediately or at any future

time and after such re-election shall with reference to the going out

by rotation be considered as a new director.

89. If any director die or resign or become disqualified or incompetent to act as a director or cease to be a director by any other cause than that of going out of office by rotation as aforesaid the remaining directors shall forthwith elect in his place some other share holder duly qualified to be a director and the shareholder so elected to fill up any such vacancy shall continue in office as a director so long only as the person in whose place he shall have been elected would have been entitled to continue if he had remained in office.

Forcers of Directors.

90. The directors shall have the management and superin tendence of the affairs of the Company and they may lawfully exercise all the powers of the Company except as to such matters as arc directed by this Act to be transacted by a general meeting of the shareholders

but

but all the powers so to be exercised shall be exercised in accordance with and subject to the provisions of this Act and the exercise of all such powers shall be subject also to the control and regulation of any general meeting 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.

91. Except as otherwise provided by this Act the following powers of the Company that is to say the choice and removal of the directors except as hereinbefore mentioned and the increasing or reducing of their number where authorized by this Act the choice of auditors the determination of the remuneration to the directors auditors treasurer and secretary the determination as to the amount of money to be borrowed on mortgage the determination as to the augmentation of capital and the declaration of dividends shall be exercised only at a general meeting of the shareholders.

Proceedings

Directors.

92. The directors shall hold meetings at such times as they shall appoint for the purpose and they may meet and adjourn as they may 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 three directors And all questions at any such meeting shall be determinted 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.

93. At the first meeting of directors held after the passing of this Act and at the first meeting of the directors held after each annual appointment of directors the directors present at such meeting shall choose one of the directors to act as a chairman of the directors for the year following such choice and shall also if they think fit choose another director to act as deputy chairman for the same period And if the chairman or deputy chairman die or resign or cease to be a director or otherwise become disqualified to act the directors present at the meeting next after the occurrence of such vacancy shall choose some other of the directors to fill such vacancy and every such chairman or deputy chairman so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so

removal or disqualification had not happened.	elected would have been entitled to continue if such death resignation	94. If at any meeting of the directors neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be the chairman of such meeting.
95. It shall be lawful for the directors to appoint one or more committees consisting of such number of directors as they think fit And they may grant to such committees respectively power on behalf of the Company to do any acts relating to the affairs of the Company which the directors could lawfully do and which they shall from time to time think proper to entrust to them.
96. The said committees may meet from time to time and may adjourn from place to place as they may think proper for carrying into effect the purposes of their appointment and no such committee shall exercise the powers entrusted to them except at a meeting at which there shall be present a quorum to be fixed for that purpose by the general body of directors And at all meetings of the committees one of the members present shall be appointed chairman And all questions at any meeting of the committee shall be determined by a majority of

votes

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 committee.

97. The power which may be granted to any such committee to make contracts as well as the power of the directors to make contracts on behalf of the Company may lawfully be exercised as follows (that is to say)—

With respect to any contract which if made between private persons would be by law required to be in writing and under seal such committee of the directors may make such contract on behalf of the Company in writing and under the common seal of the Company and in the same manner may vary or discharge the same.

With respect to any contract which if made between private persons would be by law required to be in writing and signed by the parties to be charged therewith then such committee or the directors may make such contract on behalf of the Company in writing signed by such committee or any two of them or any two of the directors and in the same manner may vary or discharge the same.

With respect to any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing such committee or the directors may make such contract on behalf of the Company by parol only without writing and in the same manner may vary or discharge the same.

And all contracts made according to the provisions herein contained shall be effectual in law and shall be binding upon the Company and their successors and all other parties thereto their heirs executors or administrators as the case may be and on any default in the execution of any such contract either by the Company or any other party there to such actions or suits may be brought cither by or against the Company as might be brought had the same contracts been made between private persons only.

98. The directors shall cause notes minutes or copies as the case may require of all appointments made or contracts entered into by the directors of the orders and proceedings of the Company and of the directors and committees of directors to be duly entered in books to be from time to time provided for the purpose which shall be kept under the superintendence of the directors and every such entry shall be

be received as evidence in all Courts and before all Judges Justices and	signed by the chairman of such meeting and such entry so signed shall
others without proof of such respective meetings having been duly convened or held or of the persons making or entering such orders or proceedings being shareholders 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.
99. All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall notwithstanding it may afterwards be discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid or that they or any of them were or was disqualified be as valid as if every such person had been duly appointed and was quali fied to be a director.
100. No director by being party to or executing in his capacity of director any contract or other instrument on behalf of the Company or otherwise: lawfully executing any of the powers given to the directors shall be subject to be sued or prosecuted individually or collectively

by any person whomsoever 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 lawful 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 liabilities incurred in respect of any acts done by them and for all losses costs and damages which they may incur in 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.

Auditors.

101. At the first general meeting after the passing of this Act the shareholders shall elect two auditors in like manner as is provided for the election of directors and at the ordinary meeting of the Company in the month of February in each year thereafter the Company shall in like manner elect an auditor to supply the place of the auditor then retiring from office according to the provision hereinafter contained and every auditor elected as hereinbefore provided being neither removed nor disqualified nor having resigned shall continue to be an auditor until another be elected in his stead.

102. One of such auditors to be determined in the first instance by ballot between themselves unless they shall otherwise agree and afterwards by seniority shall go out of office at the ordinary meeting in the month of February in each year but the auditor so going out shall be immediately re-eligible and after any such re-election shall with respect to the going out of office by rotation be deemed a new auditor.

103. If any vacancy take place among the auditors in the course of the current year then such vacancy shall be forthwith filled up by the Board of Directors and the auditor so appointed shall remain in office until the next general meeting of shareholders.

104. The provision of this Act respecting the failure of an ordinary meeting at which directors ought to be chosen shall apply mutatis mutandis to any ordinary meeting at which an auditor ought to be appointed.

105. The directors shall deliver to such auditors the half-

yearly or other periodical accounts and balance-sheet fourteen days at

the least before the ensuing ordinary meeting at which the same are required to be produced to the shareholders as hereinafter provided.

106. It shall be the duty of such auditors to receive from the directors the half-yearly or other periodical accounts and balance-sheet required to be presented to the shareholders and to examine the same.

107. It shall be lawful for the auditors to employ such account ants and other persons as they may think proper at the expense of the Company and they shall either make a special report on the said accounts or simply confirm the same and such report or confirmation shall be read together with the report of the directors at the ordinary meeting.

Accountability

Officers.

108. Before any person intrusted with the custody and control of moneys whether secretary collector or other officer of the Company shall enter upon his office the directors shall take sufficient security from him for the faithful execution of his office.

109. Every officer employed by the Company shall from time to time when required by the directors make out and deliver to them or to any person appointed by them for that purpose a true and perfect account in writing under his hand of all moneys received by him on behalf of the Company and such account shall state how and to whom and for what purpose such moneys shall have been disposed of and together with such account such officer shall deliver the vouchers and receipts for such payments and every such officer shall pay to the directors or to any person appointed by them to receive the same all moneys which shall appear to be owing from him upon the balance of such accounts.

110. If any such officer fail to render such account or to produce and deliver up all the vouchers and receipts relating to the same in his possession or power or to pay the balance thereof when thereunto required or if for three days after being thereunto required he fail to deliver up to the directors or to any person appointed by them to receive the same all papers and writings property effects matters and things in his possession or power as an officer of the Company or belonging to the Company then on complaint thereof being made to a Justice such Justice shall summon such officer to appear before two or more Justices at a time and place to be set forth in such summons to answer such charge and upon the appearance of such officer or in his absence upon proof that such summons was personally served upon him or left at his last known place of abode such Justices may hear and determine the matter in a summary way and may assess and declare the balance owing by such officer and if it appears either upon confes sion of such officer or upon evidence or upon inspection of the accounts that any moneys of the Company are in the hands of such officer or owing by him to the Company such Justice may order such officer to pay the same and if he fail to pay the amount it shall be lawful for such Justice to grant a warrant to levy the same by distress or in default thereof to commit the offender to gaol for a period not exceed ing three months unless the same be sooner paid.

111. If any such officer refuse to make out such account in writing or to produce and deliver to the Justices the several vouchers and receipts relating thereto or to deliver up any books papers or writings property effects matters and things if any in his possession or power belonging to the Company such Justices may commit such offender to gaol there to remain until he shall have delivered up all vouchers and receipts (if any) books papers writings property effects	matters and things in his possession or power or belonging to the	Company.
112. If any director or other person acting on behalf of the Company shall make oath that he has good reason to believe upon grounds to be stated in his deposition and does believe that it is the intention of any such officer as aforesaid to abscond it shall be lawful for the Justice before whom the complaint is made instead of issuing his summons to issue his warrant for the bringing such officer before two Justices as aforesaid and it shall be lawful for the Justice before whom such officer may be brought either to discharge such officer if he thinks there is no sufficient ground for his detention or to order such officer to be detained in custody so as to be brought before two Jus tices at a time and place to be named in such order unless such officer gave bail to the satisfaction of such Justice for his appearance before such Justices to answer the complaint of the Company.
113. No such proceeding against or dealing with any such officer as aforesaid shall deprive the Company of any remedy which they might otherwise have against such officer or any surety of such officer.

Accounts.

114. The directors shall cause full and true accounts to be kept of all sums of money received or expended on account of the Company by the directors and all persons employed by or under them and of the matters and things for which such sums of money shall have been received or disbursed and paid.

115. The books of the Company shall be balanced fourteen days at least before each half-yearly general meeting and forthwith on the books being so balanced an exact balance-sheet shall be made up which shall exhibit a true statement of the capital stock credits and property of every description belonging to the Company and the debts due by the Company at the date of making such balance-sheet and a distinct view of the profit or loss which shall have arisen from the transactions of the Company in the course of the preceding half year and previously to each such meeting such balance-sheet shall be examined by the directors or any three of their number and shall be signed by the chairman or deputy chairman of the directors.

116. The books so balanced together with such balance-sheet as aforesaid shall for fourteen days previous to each half-yearly meeting and for one month thereafter be open for the inspection of the share holders at the principal office or place of business of the Company but the shareholders shall not be entitled at any time except during the periods aforesaid to demand inspection of such books unless in virtue of a written order signed by three of the directors.

117. The directors shall produce to the shareholders assembled at such meeting the said balance-sheet applicable to the period immediately preceding such meeting together with the report of the auditors thereon as hereinbefore provided.

118. The directors shall appoint a bookkeeper to enter the accounts aforesaid in books to be provided for the purpose and every such bookkeeper shall permit any shareholder to inspect such books and to take copies or extracts therefrom at any reasonable time during one fortnight before and one month after every half-yearly meeting and if he fail to permit any such shareholder to inspect such books or take copies or extracts therefrom during the periods aforesaid he shall forfeit to such shareholder for every such offence a sum not exceeding five pounds.

Dividends.

119. Previously to every half-yearly meeting at which a divi dend is intended to be declared the directors shall cause a scheme to be prepared showing the profits if any of the Company for the period current since the preceding half-yearly meeting at which a dividend was declared and apportioning the same or so much thereof as they may consider applicable to the purposes of dividend among the share holders according to the shares held by them respectively the amount paid thereon and the periods during which the same may have been paid and shall exhibit such scheme at such meeting And at such meeting a dividend may be declared according to such scheme.

120. The Company shall not make any dividend whereby their capital stock will be in any degree reduced Provided always that the word " dividend" shall not be construed to apply to a return of any portion of the capital stock with the consent of all the mortgagees and bond creditors of the Company due notice being given for that purpose at an extraordinary meeting to be convened for that object.

121. Before apportioning the profits among the shareholders the directors may if they think fit set aside thereout such sum as they may think proper to meet contingencies or for enlarging repairing or improving the works connected with the undertaking or any part thereof and may divide the balance only among the shareholders.

122. No dividend shall be paid in respect of any share until all calls then due in respect of that and every other share held by the person to whom such dividend may be payable shall have been paid.

By-laws.

123. I t shall be lawful for the Company from time to time to make by-laws not being repugnant to the laws of tins Colony or to the provisions of this Act for the following purposes (that is to say)—

For regulating the conduct of the officers and servants of the Company and providing for the proper management of the affairs of the Company in all matters not otherwise by this Act provided for.

For the protection of the railway and other property and works of the Company from trespass or injury.

For regulating the mode by which and the speed at which

carriages using the railway are to be moved or propelled.

For regulating the loading and unloading of such carriages

and the weights which they are respectively to carry.

For regulating the receipt and delivery of goods and other

things which are to be conveyed upon or in such carriages.

For regulating the number of passengers to be carried in any

carriage and the occupation of the seats therein.

In preventing or restricting smoking and the commission of any other nuisance in or upon such carriages or in any of the stations or premises occupied by the Company.

And generally for regulating the travelling upon or use of the railway but no such by-law shall authorize the closing of the railway or prevent the passage of engines or carriages on the railway at reasonable times except at any time when in consequence of any of the works being out of repair or from any other sufficient cause it shall be necessary to close the railway or any portion thereof And such by-laws shall be reduced into writing and shall have affixed thereto the common seal of the Company

newspapers circulating in the district thirty days at least and be published in the Government Gazette and in two

before coming into operation And any person offending

against any such by-law shall upon conviction before any two Justices forfeit for every offence any sum not exceeding five pounds to be imposed in such by-laws as a penalty for any such offence And if the infraction or non-observance of any such by-laws be attended with danger or annoyance to the public or hindrance to the Company in the lawful use of the railway it shall be lawful for the Company summarily to interfere to obviate or remove such danger annoyance or hindrance and that without prejudice to the recovery of any penalty incurred by the infraction or non-observance of such by-laws.

124. The substance of such by-laws shall be painted on boards or printed on paper and affixed to boards and placed and maintained in a legible state in some conspicuous part of every station and place of business belonging to the Company according to the nature and subject matter of such by-laws so that notice thereof may be given to

all

all parties affected thereby and no penalty imposed by any such by-law shall be recoverable unless the same shall have been published and kept published as aforesaid.

125. The production of a written or printed copy of the by-laws of the Company having the common seal of the Company affixed thereto shall be sufficient evidence of such by-laws in all proceedings under the same.

126. Such by-laws when so published and affixed shall be bind ing upon and be observed by all parties and shall be sufficient to justify all persons acting under the same and for proof of the publication of any such by-laws it shall be sufficient to prove that a printed paper or painted board containing a copy of such by-laws was affixed and continued in manner by this Act directed and in case of the same being afterwards displaced or damaged then that such paper or board was replaced as soon as conveniently might be Provided that no such by- laws as shall be applicable to other persons than the members of the said Company and its officers agents servants and workmen shall ho binding on such persons until two months after they shall have been laid before the Governor and Executive Council unless the said Governor with the advice of the said Council shall before the expiration of such period have signified their approbation thereof and the said Governor with the said advice shall have power at any time to disallow any such by-law as last aforesaid and thereupon the same shall not have and shall cease to have any force or effect in law.

127. Any summons or notice or any writ or other proceeding at law or in equity requiring to be served upon the Company may be served by the same being left at or transmitted through the post directed to the principal office of the Company or one of their principal offices where there shall be more than one or being given personally to the secretary or in case there be no secretary then by being given to any one director of the Company.

128. Every notice required to be served by the Company upon the shareholders may unless expressly required to be served personally be served by the same being transmitted through the post directed according to the registered address or other known address of the shareholder within such period as to admit of its being delivered in the course of delivery within the period prescribed for the giving of such notice and in proving such service it shall be sufficient to prove that such notice was properly directed and that it was so put into the post office Provided that the requirements of this section as

to the time of transmission shall not apply to shareholders resident out	of the Colony but in every such case fourteen days notice at the least
shall be given by advertisement in the Government Gazette and in newspapers published or circulating in Sydney Melbourne and Denili- quin respectively.
129. All notices directed to be given to the shareholders shall with respect to any share to which persons are jointly entitled be given to whichever of the said persons shall be named first in the register of shareholders and notice so given shall be sufficient notice to all the proprietors of such share.
130. Every summons notice or other such document requiring authentication by the Company may bo signed by two directors or by the secretary of the Company and need not be under the common seal of the Company and the same may be in writing or in print or partly in writing and partly in print.
131. If any person against whom the Company shall have any claim or demand become bankrupt or take the benefit of any Act for the relief of insolvent debtors it shall be lawful for the secretary of the Company in all proceedings against the estate of such bankrupt

or insolvent or under any flat sequestration or Act of insolvency against such bankrupt or insolvent to represent the Company and act in their behalf in all respects.

132. If any party shall have committed any irregularity trespass or other wrongful proceeding in the execution of this Act or by virtue of any power or authority thereby given and if before action brought in respect thereof such party make tender of sufficient amends to the party injured such last mentioned party shall not recover in any such action and if no such tender shall have been made it shall be lawful for the defendant by leave of the Court where such action shall be pending at any time before issue joined to pay into Court such sum of money as he shall think fit and thereupon such proceedings shall be had as in other cases where defendants arc allowed to pay money into Court.

Recovery of damages and penalties.

133. In all cases where any damages costs or expenses are by this Act or any Act incorporated therewith directed to be paid and the method of ascertaining the amount or enforcing the payment thereof is not provided for such payment in case of dispute shall be ascertained and determined by the Justices and if the amount so ascertained be not paid by the Company or other party liable to pay the same within seven days after demand the amount may be recovered by distress of the goods of the Company or other party liable as aforesaid and the Justices by whom the same shall have been ordered to be paid or either of them on application shall issue their or his warrant accordingly.

131. If sufficient goods of the Company cannot be found whereon to levy any such damages costs or expenses payable by the Company the same may if the amount thereof do not exceed twenty pounds be recovered by distress of the goods of the secretary of the Company and the Justices aforesaid or either of them on application shall issue their or his warrant accordingly But no such distress shall issue against the goods of such secretary unless seven days previous notice in writing stating the amount so due and demanding payment thereof have been given to such secretary or left at his residence and if such secretary pay any money under such distress as aforesaid he may retain the amount so paid by him and all costs and expenses occasioned thereby out of any money belonging to the Company coming into his custody or control or he may sue the Company for the same.

Such and so many convenient gates bridges arches culverts and passages over under or by the sides of or leading to or from the railway as shall be necessary for the purpose of making good any interruptions caused by the railway to the use of the lands through which the railway shall be made and such works shall be made forthwith after the part of the railway passing over such lands shall have been laid out or formed or during the formation thereof.

Also sufficient posts rails hedges ditches mounds or other fences for separating the land taken for the use of the railway from the adjoining lands not taken and protecting such land from trespass or the cattle or sheep of the owners or occupiers thereof from straying thereon by reason of the railway together with all necessary gates made to open towards such adjoining lands and not towards the railway and all necessary stiles and such posts rails and other fences shall be made forthwith after the taking of any such lands if the owners thereof shall so require and the said other works as soon as conveniently may be.

Also all necessary arches tunnels culverts drains or other passages either over or under or by the sides of the railway of such dimensions as will be sufficient at all times to convey the water as clearly from the lands lying near or affected by the railway as before the making of the railway or as nearly so as may be and such works shall be made from time to time as the railway works proceed.

Provided always that the Company shall not be required to make such accommodation works in such a manner as would prevent or obstruct the working or using of the railway nor to make any accommodation works with respect to which the owners and occupiers of the lands shall have agreed to receive and shall have been paid compensation.

173. Every bridge to be erected for the purpose of carrying the

railway over any road shall be built in conformity with the following

regulations namely :

The width of the arch shall be such as to leave thereunder a clear space of not less than thirty feet if the arch be over a public highway and of twenty feet if over a parish road and of twelve feet if over a private road.

The clear height of the arch from the surface of the road shall be not less than sixteen feet for a space of twelve feet if the arch be over a turnpike road and fifteen feet for a space of ten feet if over a public carriage road and in each of such cases the clear height at the springing of the arch shall not be less than twelve feet the clear height of the arch for a space of nine feet shall not be less than fourteen feet over a private road.

The descent made in the road in order to carry the same under the bridge shall not be more than one foot in thirty feet if the bridge be over a public highway one foot in twenty if over a parish road and one foot in sixteen if over a private road not being a tramroad or if the same be a tramroad or railroad the descent shall not be greater than the ruling gradient of such tramroad or railroad.

And

And every bridge erected for carrying any road over the railway shall be built in conformity with the following regulations that is to say :—

There shall be a good and sufficient fence on each side of the bridge of not less height than four feet and on each side of the immediate approaches of such bridge not less than three feet The road over the bridge shall have a clear space between the fences thereof of thirty-five feet if the road be a public highway and twenty-five feet if a parish road and twelve feet if a private road The ascent shall not be more than one foot in thirty feet if the road be a turnpike road one foot in twenty feet if a parish road and one foot in sixteen feet if a private road not being a tramroad or railroad or if the same be a tramroad or railroad the ascent shall not be greater than the ruling gradient of such tramroad or railroad.

174. Provided always that in all cases where the average avail- able width for the passing of carriages of any existing road within fifty yards of the point of crossing the same is less than the width hereinbefore prescribed for bridges over or under the railway the width of the bridges need not be greater than such average available width of such roads but so nevertheless that such bridges be not of less width in case of a public highway or parish road than twenty feet Provided also that if at any time after the construction of the railway the average available width of any such road shall be increased beyond the width of such bridge on either side thereof the Company shall be bound at their own expense to increase the width of the said bridge to such extent as they may be required by the trustees or surveyors of such road not exceeding the width of such road as so widened or the maximum width herein prescribed for a bridge in the like case over or under the railway Provided also that if the mesne inclination of any road within two hundred and fifty yards of the point of crossing the same or the inclination of any such portion of any road as may he required to be altered or for which another road shall be substituted shall be steeper than the inclination hereinbefore required to be preserved by the Company then the Company may carry any such road over or under the railway or may construct such altered or substituted road at an inclination not steeper than the said mesne inclination of the road so to be crossed or of the road so requiring to be altered or for which another road shall be substituted.

175. In consideration of the great charges and expenses which

the Company must necessarily incur in making and maintaining the

railway and other works hereby authorized to be made it shall bo lawful

for the Company from time to time and at all times hereafter to demand

take receive and recover to and for the use and benefit of the Company a toll for and in respect of all passengers goods and property of every description which shall be conveyed or transported upon such railway or any branch thereof or in the carriages or vessels connected therewith as aforesaid at such rates per mile as shall be established from time to time by the directors not exceeding—

For each passenger by the first-class of carriage fourpence

by the second-class of carriage twopence half-penny.

For the carriage per truck per mile of horses cattle calves and

pigs sixpence.

For the carriage of sheep the whole distance fourpence per head Carrying from ninety to a hundred eightpence per truck per mile.

For the carriage of every dog one penny per mile provided that

the minimum charge for any dog shall be one shilling.

For the carriage of wool for the whole distance three shillings per

bale.

For

For the carriage of general goods—

First-class—Fivepence per ton per mile.

Second-class—Sixpence per ton per mile.

Third-class—Sevenpence per ton per mile.

Fourth-class—Ninepence per ton per mile.

176. The Postmaster General of the Colony acting on behalf of the Government may from time to time by notice in writing under his hand delivered to the Company require that the mails or post letter bags with the guards in charge thereof employed by him shall after a day to be named in such notice (being not less than twenty-eight days from the delivery thereof) be conveyed and forwarded by the Company on their railway either on the ordinary trains or by special trains at such times during the regular traffic hours of the Company as he may direct And thereupon the Company shall from and after the day named in such notice at their own costs provide sufficient carriages and engines on the said railway for the conveyance of such mads and post letter bags to the satisfaction of the Postmaster General and shall receive and convey by such ordinary or special trains all such mails and post letter bags as are for that purpose from time to time tendered to the Company or any of their officers or servants by any officer of the Post Office and shall receive and convey in and upon the carriages conveying such mails or post letter bags the guards in charge thereof and any other officer of the Post Office and shall receive deliver and leave such mails post letter bags guards and officers at such places on the line of railway on such days and at such times during the appointed hour of traffic and subject to all such reasonable regulations and restrictions as to the speed of travelling places and times of stoppages and of arrival as the Postmaster General shall appoint Provided always that the rate of speed so to be required shall in no case exceed the maximum rate of speed pre scribed by the directors for the conveyance of passengers by their first- class trains And the Company shall not be responsible for the safe custody or delivery of any mails or post letter bags so sent.

177. The Company shall be entitled to such reasonable remuner ation to be paid by the Postmaster General for the conveyance of such mails post letter bags mail guards and other officers of the Post Office in manner required by such Postmaster General or by such other officer of the Post Office as he shall in that behalf nominate as aforesaid as shall (either prior to or after the commencement of such service) be fixed and agreed on between the Postmaster General and the Company

referred to the award of two persons one to be named by the Postmaster	or in case of difference of opinion between them the same shall be
General and the other by the Company and if such two persons cannot agree on the amount of remuneration or compensation then to umpirage of some third person to be appointed by such two first named persons previously to their entering upon the inquiry and the said award or umpirage as the case may be shall be binding and conclusive on the said parties and their respective successors and assigns.
178. In all references to be made under the authority of this Act the Postmaster General or the said Company as the case may be shall nominate his or their arbitrator within fourteen days after notice from the other party or in default it shall be lawful for the arbitrator appointed by the party giving notice to name the other arbitrator and such arbitrators shall proceed forthwith in the reference and make their award therein within twenty-eight days after their appointment or otherwise the matter shall be left to be determined by the umpire and if such umpire shall refuse or neglect to proceed and make his award for the space of twenty-eight days after the matter shall have been referred to him then a new umpire shall be appointed by the two first

named

named arbitrators who shall in like manner proceed and make his award within twenty-eight days or in default be superseded and so on toties quoties.

179. The Company on being required so to do by the Govern ment shall be bound to allow every person or persons duly authorized in that behalf with servants and workmen at all reasonable times to enter into or upon the lands of the Company and to establish and lay down upon such lands adjoining the line of the said railway or any branches thereof or lino of Electric Telegraph for Her Majesty's service and to give to him and them every reasonable facility for laying down the same and for using the same for the purpose of receiving and sending messages on Her Majesty's service subject to such reasonable remuneration to the Company as may be agreed upon between the Company and the Government or in case of disagreement as may be settled by arbitration as aforesaid Provided always that subject to a prior right of use thereof for the purposes of Her Majesty's service such telegraph may be used by the Company for the purposes of the railway upon such terms as may be agreed upon between the parties or in the event of a difference as may be settled by arbitration as aforesaid.

180. Whenever it shall be necessary for the public service that any of the officers soldiers or seamen of Her Majesty's Military or Naval Forces or of the Colonial Permanent Force or of any Colonial Volunteer or Militia Force or members of the Police Force or any persons in the employment of the Government and then in the actual discharge of some public duty shall travel by or use the said railway the Company shall and are hereby required to permit such Forces respectively with their baggage stores arms ammunition and other necessaries and things on the production of a route or order for their conveyance signed by the proper authority to be conveyed at the usual hours of starting at such prices or upon such conditions as may from time to time be contracted for between the Colonial Secretary or any officer duly authorized for that purpose and the Company.

181. I t shall be lawful for the Governor with the advice aforesaid subject to the provisions hereinafter contained at any time after the expiration of the term of twenty-one years from the passing of this Act to purchase the said railways and other works with all its hereditaments stock and appurtenances upon giving to the Company three calendar months notice in writing of such intention and upon payment of a sum equal to twenty-five years purchase of the annual divisible

profits estimated on the average of the seven then next preceding years Provided that if the average rate of profits for the said seven years	shall be less than the rate of fifteen pounds in the hundred it shall be
lawful for the Company if they shall be of opinion that the said rate of twenty-five years purchase of the said average profits is an inadequate rate of purchase of such railways and other works and property refer ence being had to the prospects thereof to require that it shall be left to arbitration in case of difference to determine what (if any) additional amount of purchase money shall be paid to the Company Provided also that such option of purchase shall not be exercised except with the consent of the Company while any such reduced scale of tolls fares and charges as aforesaid shall be in force.
182. I t shall be lawful for the Company upon a resolution made by three-fourths of the shareholders present in person or by proxy at any general meetingto lease the railways and other works of the Company or any part thereof to any company or person upon and subject to all the usual and proper obligations on the part of the lessee for maintaining the railways or other works or the portion thereof comprised in such lease in good and efficient repair and working condition during the continuance thereof and for so leasing the same at the expiration of

the

the term thereby granted and such other provisions conditions obliga tions and agreements as arc usually inserted in leases of a like nature.

183. Every such lease shall entitle the Company or person to whom the same shall he granted to the free use of the railway or portion of railway and other works comprised therein and during the continuance of any such lease all the powers and privileges granted to or which might otherwise he exercised and enjoyed by the Company hereby incorporated or the directors thereof or their officers agents or servants by virtue of this Act with regard to the possession enjoyment and management of the railways or part thereof or other works com prised in such lease and the tolls to be taken thereon shall be exercised and enjoyed by the said lessee and the officers agents and servants of such lessee under the same regulations and restrictions as arc hereby imposed on the Company hereby incorporated and their directors officers and servants and such lessee shall with respect to railway or other work comprised in such lease be subject to all the obligations by this Act imposed on the Conpany hereby incorporated.

181. I t shall be lawful for the Company upon a like resolution as last aforesaid to sell the railway and works of the Company or any part thereof to any person or company and to convey the same (when a deed shall be necessary) by deed under their common seal and such deed so executed shall be effectual to vest the land comprised therein to the purchaser thereof for the estate which shall have been so pur chased And a receipt under the common seal of the Company hereby incorporated shall be a sufficient discharge to the purchase of any such land for the purchase money therein expressed to be received.

185. Whensoever any railway the property of the Government of New South Wales shall be connected with or reach any point of the line of railway authorized by this Act the Company shall at their own cost within six months after notification by the Government to the said Company of the fact of such connection adopt and maintain upon and throughout the line of railway so authorized the gauge mentioned in such notification And if within twelve months after the delivery of such notification the Company shall not have completed the works necessary in consequence of such adoption of gauge through out their line of railway the said railway and all the works stations stock and plant connected therewith shall be forfeited to Her Majesty.

186. Upon the completion of any bridge across the River Murray

constructed by the Government of New South Wales whether solely or

in conjunction with that of Victoria and the connection therewith of

the line of railway authorized by this Act it shall be lawful for the	Company to carry their railway across such bridge subject to such
conditions and stipulations as the sole or conjoint Government or Governments may prescribe in that behalf.
187. If any person shall throw any gravel stones or rubbish or any matter or thing upon any part of the railway to be made by virtue of this Act or shall drive or permit to wander stray or be driven upon any such railway or the approaches thereto any horse ass sheep swine or other beast or cattle of any kind or shall wilfully obstruct hinder or prevent any person in the execution of this Act or shall do any other act matter or thing to obstruct the free passage of any such railway or any part thereof every person so offending in any of the cases aforesaid shall forfeit and pay to the Company for every such offence any sum not exceeding ten pounds and such penalty may be recovered before any two Justices of the Peace on complaint to them for that purpose exhibited by any person on behalf of the said Company.
188. Every person who shall wilfully do or cause to be done anything in such manner as to obstruct any engine or carriage using the said railway and to endanger the safety of persons conveyed in or

upon

upon the same shall he guilty of a misdemeanor and being convicted thereof shall be liable at the discretion of the Court before which he shall have been convicted to be imprisoned with or without hard labor for any term not exceeding two years.

189. If any person shall wilfully or maliciously and to the prejudice of the Company break injure damage throw down destroy steal carry or take away any part of the railway or other works to be made by virtue of this Act every such person shall be judged guilty of felony and every person so offending and being thereof lawfully convicted shall be liable at the discretion of the Court to be sentenced to hard labour on the roads or other public works of this Colony for any term not exceeding fifteen years nor less than three years or to be imprisoned with or without hard labor in any gaol or house of correction for any period not exceeding three years.

190. I t shall be lawful for any officer or agent of the Company or for any special constable duly appointed and all such persons as they may call to their assistance to seize and detain any engine driver waggon driver guard porter servant or other person employed by the Company or by any other company or person in conducting traffic upon the railway belonging to the Company or in repairing and maintaining the works of the said railway who shall be found drunk whilst so employed upon the said railway or who shall commit any offence against any of the regulations or by-laws of the Company or who shall wilfully maliciously or negligently do or omit to do any act whereby the life or limb of any person passing along or being upon such railway or the works thereof respectively shall be or might be injured or endangered or whereby the passage of any engine carriage or trains shall be or might be obstructed or impeded and to convey such engine driver guard porter servant or other person so offending or any person counselling aiding or assisting in such offence with all convenient dispatch before some Justice of the Peace without any other warrant or authority than this Act and every such person so offending and every person counselling aiding or assisting therein as aforesaid shall upon conviction before such Justice (upon a complaint without information in writing) in the discretion of such Justice be imprisoned with or without hard labor for any term not exceeding two months or shall in the like discretion forfeit any sum not exceeding ten pounds and in default of payment thereof shall be imprisoned with or without hard labor for such period not exceeding two months as such Justice shall appoint unless the penalty be sooner paid.

191. If any person shall wilfully obstruct or impede any officer or agent of the Company in the execution of his duty upon any rail- Avay or upon or in any of the stations or other works or premises con nected or if any person shall wilfully trespass upon any such railway or any of the stations or other works or premises connected therewith and shall refuse to quit the same upon request made to him by any officer or agent of the Company every such person so offending and all others aiding or assisting therein shall and may be seized and detained by any such officer or agent or any person whom he may call to his assistance until such offenders can be conveniently taken before some Justice of the Peace in the district or place wherein such offence shall be committed and upon conviction of such offence before any two Justices of the Peace he shall in the discretion of such Justices forfeit to the Company any sum not exceeding five pounds.

192. No action or suit at law or in equity shall be brought or prosecuted against the Company or any of its officers or members for any act matter or thing done under the authority of this Act unless such suit or action shall be commenced within six months next after the offence shall have been committed or cause of action accrued and notice in writing of such action and the cause thereof shall be given to

the

the defendant one calendar month at least before the commencement of the action and the defendant or defendants in every such action may plead the general issue and give this Act and the special matter in evidence at any trial to be had thereupon.

193. The receipt of the guardian of any minor or that of the committee of any idiot or lunatic shall be a sufficient discharge to the company for any money payable from the said Company to any such minor idiot or lunatic.

194. The directors shall have the custody of the common seal and the form thereof and all other matters relating thereto shall from to time be determined at meetings of directors and the directors time present at any such meeting shall have power to use the common seal for the affairs and concerns of the Company and under such seal to authorize and empower any person without such seal to execute any deed to do all or any other such matters and things as may be required to be executed and done in behalf of the company 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 any attorney or solicitor for the prosecution of any action suit or other pro ceedings or of any officer or servant of the Company and such seal may be affixed to any deed or document by the hand of any person whom the directors shall appoint in that behalf and the affixing thereof shall be attested by one director and such person so appointed and in case any conveyance or other instrument under seal shall be executed wherein it appears that such conveyance or other instrument is executed in consideration of a money payment therein stated to have been made to the Company such execution shal1 have no operation in law or shall operate only as an escrow (according as may be indicated in the attestation aforesaid) until the treasurer or other officer charged with the receipt of moneys on behalf of the Company shall have certi fied under his hand at the foot thereof that such consideration money has been duly paid.

195. In case a majority of proprietors present in person or by proxy at any general meeting shall resolve that it is expedient to dissolve the Company and to sell or dispose of the railway and other property works and effects of the Company or to amalgamate the said Company with any other Company and to transfer such railway and other property works and effects to the amalgamated Company an extraordinary general meeting shall be called for the purpose of reconsidering such resolution and of affirming or disaffirming the same

thereof substantially in accordance therewith shall be adopted by a and if at such last mentioned meeting the same or any modification

resolution agreed to by proprietors present in person or by proxy

holding three-fourths of the votes of the Company then such dissolution sale amalgamation or transfer shall take place or be made accordingly Provided always that until all necessary arrangements shall be made by the directors (who are hereby empowered to make the same) for carrying such last mentioned resolution into complete effect and until all claims and demands upon the Company shall have been satisfied and all acts remaining to be done by the Company shall have been completed the several provisions herein contained and all powers privileges rights and duties of the directors and of the shareholders respectively shall notwithstanding such resolution as last aforesaid remain and continue in full force so far as the same may be necessary for winding up the concerns of the Company and making all such necessary arrangements for carrying such resolution into complete effect and for enabling the directors to pay and satisfy all claims and demands upon the Company or to make a division amongst the shareholders of the remaining assets of the Company.

SCHEDULES.

SCHEDULES.

Form of Debenture.

New South Wales.

The Deniliquin and Moama Railway Company.

Transferable by Delivery.

No.

(Under the authority of the " Deniliquin and Moama Railway Company's Act of 1873.")

THIS Debenture entitles the bearer to the sum of one hundred pounds sterling

on the

day of

with interest thereon at the rate of

pounds per centum per annum payable half-yearly on the

day of

and the

day of

in every year as per dividend

coupons annexed which principal sum and interest are hereby charged and secured on the undertaking of the said Company and on all tolls receivable under or by virtue of the said Act and are payable at the offices of the said Company in or (at the option of the bearer signified in writing to the said Company and provided that a memorandum to that effect be endorsed hereon by the secretary or other officer appointed by the said Company for that purpose) at the office of the said Company in Melbourne or And the bearer may from time to time alter the place of payment from to or vice versa on giving at the office of the said Company where this debenture shall for the time being be payable six calendar months notice in writing terminating on some half-yearly day of payment of interest of his wish to make such alteration and obtaining a memorandum of such alteration to be endorsed hereon by the secretary or other such officer as aforesaid.

Given under the common seal of the Company at

aforesaid this

day of

Form of Certificate of Shares.

The Deniliquin and Moama Railway Company.

No.

THIS is to certify that

is the proprietor of the

share numbered

of the Deniliquin and Moama Railway Company

subject to the provisions of the said Company's Act.

Given under the common seal of the Company this

day of

Form of Transfer of Shares.

in consideration of the sum of

paid to me by

do hereby transfer to the said

share numbered

in the Deniliquin and Moama

Railway Company stauding in my name in the books of the Company to hold unto the said his executors administrators and assigns (or successors or assigns) subject to the several conditions on which I held the same at the time of the execution hereof And I the said do hereby agree to take the said share subject to the same conditions.

As witness our hands and seals the

day of

1).

Form of Mortgage Deed.

The Deniliquin and Moama Railway Company.

Mortgage No.

By virtue of the " Deniliquin and Moama Railway Company's Act of 1873 "

intituled

W E the Deniliquin and Moama Railway Company in consideration of the sum of

pounds paid to us by

do assign unto the

said his executors administrators and assigns the railway and plant and other property of the said Company [and (in case such loan shall be in anticipation of the capital authorized to be raised) all future calls on shareholders] and all the tolls and sums of money arising by virtue of the said Act And all the estate right title and interest of the Company in the same To hold unto the said his executors

administrators and assigns until the said sum of

pounds together with

interest for the same at the rate of

per centum per annum be satisfied [the

principal sum to be repaid at the end of

years from the date hereof (in case

any period be agreed on for that purpose) at	(or any place of payment
other than the principal office of the Company) ]

Given under our common seal this

day of

in the year

Form of Bond.

The Deniliquin and Moama Railway Company.

Bond No.

B Y virtue of the " Deniliquin and Moama Railway Company's Act of 1 8 7 3 " intituled (insert title) we the Deniliquin and Moama Railway Company in consideration of the sum of pounds to us in hand paid by (A.B.) of his executors administrators and assigns in the penal sum of pounds The condition of the above obligation is such that if the said Company shall pay to the said (A.B.) his heirs executors administrators or assigns [at (in case any other place of payment than the principal office of the Company be intended) ] on the day of the principal sum of pounds

together with interest thereon at the rate of

pounds per centum per

annum payable half-yearly on the

day of

and

day of

then the above written obligation is to become void otherwise to remain in Given under our common seal this

full force.

day of

Form of Transfer of Mortgage.

in consideration of the sum of

paid to me by

do hereby transfer to the

said	his executors administrators and assigns a certain mortgage number

made by the Deniliquin and Moama Railway Company to

bearing date the

day of

for securing the sum of

and interest (or if such transfer be by indorsement the within security) and all my right estate and interest in and to the money thereby secured and in and to the tolls money and property thereby assigned.

In witness whereof I have hereunto set my hand and seal this

day of

one thousand eight hundred and

Form of Proxy.

I	one of the proprietors of the Deniliquin and Moama Railway

Company do hereby appoint of to be my proxy in my absence to vote in my name upon any matter relating to the undertaking proposed at the meeting of proprietors to be held on the day of next or at any adjournment thereof in such manner as he shall think proper.

In witness whereof I the said

have here into set my hand (or if a

corporation say the common seal of the corporation) the

day of

one thousand eight hundred and

II.

Form of Conveyance.

in consideration of the sum of

paid to

me (or

as the case may be into the hands of the Master in Equity of the

Supreme Court or to

and

two trustees appointed to receive the same pursuant to the Act of Council passed to establish and incorporate the Company called The Deniliquin and Moama Railway Company by the said Deniliquin and Moama Railway Company) do hereby convey to the said Company their successors and assigns All &c. [describing the premises to be conveyed] together with all ways rights and appurtenances thereto belonging and all such estate right title and interest in and to the same as I am or shall become seized or possessed of or am by the said Act empowered to convey to hold the premises to the said Company their successors and assigns forever according to the true intent and meaning of the said Act.

In witness whereof 1 have hereunto set my hand and seal the

day of

in the year of our Lord