Great Nugget Vein Gold Mining Company Act 1852 No gnv (NSW)

An Act to incorporate " The Great Nugget Vein Gold Mining Company of Australia." [28th December, 1852.]

established a t Sydney in t h e Colony of New South Wales unde r and WH E R E A S Vein Gold M i n i n g Company of A u s t r a l i a " has been lately

a jo in t stock company called " T h e Great N u g g e t

subject t o t he ru les regula t ions and provisions contained in a certain deed of se t t lement bear ing date t he first day of September in t h e year of our Lord one thousand e ight h u n d r e d and fifty-two p u r p o r t i n g to

be a deed of se t t lement of t he said company	And whereas by the
said deed of se t t lement	t he several par t ies there to have respectively

a n d m u t u a l l y covenanted and agreed t h a t they and such other persons as should become propr ie tors of shares in t h e said company as there in provided should become a company u n d e r t h e n a m e of " The Grea t N u g g e t Ve in Gold M i n i n g Company of A u s t r a l i a " for p rocur ing gold from auriferous rocks and soil i n Australia and for t h e purchase and sale of gold and for m a k i n g or p rocur ing advances of money or con­ s ignments and deposits of gold and it was by t h e said deed of sett le­ m e n t agreed t h a t t h e capi tal of t h e said company should consist of two h u n d r e d thousand pounds divided in to one h u n d r e d thousand shares of two pounds each or so m u c h thereof as m i g h t from t ime to t i m e be necessary a n d of such fur ther sum or sums not exceeding t h e

s u m of five h u n d r e d thousand pounds as m i g h t thereafter be raised by

t h e creat ion a l lo tment a n d sale of new shares as there in provided A n d whereas by t h e said deed of se t t lement provision has been made for t h e due m a n a g e m e n t of t h e affairs of t he company by cer tain directors a l ready appointed and by other directors to be from t ime to t i m e elected and appointed as the i r successors by t he shareholders of said company A n d whereas t h e said company is desirous of be ing incorporated a n d i t is expedient t h a t t h e said company should be incorpora ted accordingly subject to t he provisions thereinafter con­ tained. Be i t therefore enacted by H i s Excel lency t h e Governor of New South Wales wi th t h e advice and consent of the Legislat ive Counci l thereof as follows—

1. Such and so m a n y persons as have already become or a t any t ime or t imes hereafter shall or may in the m a n n e r provided by and subject to t he ru les regula t ions and provisions contained in t h e said deed of se t t lement become propr ie tors of shares of or in t h e capital for t he t ime being of t h e said company shall (subject nevertheless to t h e condit ions regula t ions and provisions hereinafter contained) be one body politic; a n d corporate in n a m e and in deed by the name of " The Grea t N u g g e t Vein Gold Min ing Company of Aus t r a l i a " and by t h a t n a m e shall and may sue and be sued by any persons whe the r members

members of the said corporat ion or not and shall and may implead and be impleaded in all Cour ts whatsoever a t law or in equi ty and may prefer lay and prosecute any ind ic tment information and prose­ cut ion against any person whomsoever for any s teal ing embezzlement fraud forgery or other cr ime or offence and in all ind ic tments infor­ mat ions and prosecut ions i t shall be lawful to s tate t he money and goods effects bills notes securit ies or o ther p roper ty of t he said company to be t h e money goods effects bills notes securi t ies or other p roper ty of the said corporat ion and to designate t he said company by its corporate name whenever for t he purpose of any al legation of an in tent to defraud or otherwise howsoever such designation shall be necessary and the said corporat ion shall have perpe tua l succession with a common seal which may be al tered varied and changed from t ime to t ime a t the pleasure of t h e said corporation.

2. The several laws rules regulat ions clauses and agreements contained in t he said deed of se t t lement or to be made u n d e r or by vir tue or in pursuance thereof shall be deemed and considered to be a n d shall be the by-laws for t he t ime being of t he said corporation save a n d except in so far as any of t h e m are or shall or may be a l tered varied or repealed by or are or shall or may be inconsistent or incompat ible with or r e p u g n a n t to any of t he provisions of this Ac t or of any of the laws or s ta tu tes now or hereafter to be in force in the said Colony b u t no ru le or by-law shall on any account or pre tence whatsoever be made by the said cor­ poration e i ther u n d e r or by v i r tue of the said deed of se t t lement or of this Act in opposition to the general scope or t r u e in ten t and mean ing of th is Act or of any of t he laws or s ta tu tes in force for the t ime be ing in t h e said Colony Provided t h a t a t rue copy of t he said deed of se t t lement and of any by-laws to be made by v i r tue or in pursuance thereof shall be enrolled in t he Supreme Cour t of t h e said Colony before the same shall be of any validity whatever as t h e by-laws of the said corporat ion.

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

to ex tend or increase i ts capital for t h e t ime be ing by t h e creat ion

a l lo tment and disposal of new shares in the m a n n e r specified and set forth and subject to the rules regula t ions and provisions contained in t h e hereinbefore in par t reci ted deed of se t t lement b u t so nevertheless t h a t t h e to ta l amount, of all t h e new shares to be so from t ime to t ime created shall no t toge ther wi th the original capi tal exceed five h u n d r e d

thousand	pounds .
4. The capi tal or jo in t stock for the t ime being and all the funds and proper ty of the said corporat ion and the several shares there in and the profits and advantages to be derived therefrom shall be and be deemed personal es ta te and be t ransmissible accordingly subject to t he regula t ions of t he said deed of se t t lement .

5. The corporat ion shall not be bound in any m a n n e r by any t rus t s or equi table in teres ts or demands affecting any shares of t h e capital s tanding in the name of any person as t he ostensible; propr ie tor thereof or be requi red to t ake any not ice of such t rus t s or equi table interests or demands b u t t he receipt of t he person in whose n a m e the shares shall s tand in t he books of t h e corporat ion shall no twi ths tand ing such t rus ts or equi table in teres ts or demands and notice thereof to t he said corporat ion be a good valid and conclusive discharge to t he corporation for or in respect of any dividend or o ther money payable by the said corporat ion in respect of such shares and a transfer of the said shares in accordance wi th t he regula t ions in t ha t behalf contained in t he said deed of se t t lement by t he person in whose n a m e such shares shall so s tand shall no twi ths tanding as aforesaid be b inding and conclusive as far as may concern the said corporat ion against all

persons

persons c la iming by v i r tue of such t rus t s or equi table in teres ts or demands Provided always t h a t no th ing there in conta ined shall be deemed or t aken to interfere wi th or abr idge t he r igh t and power of a Cour t of E q u i t y to res t ra in t h e p a y m e n t of any such dividend or o ther money payable thereafter by t h e corporat ion in respect of any such shares or t he t ransfer thereafter of any such shares or to direct t he paymen t of such dividends or o ther money by the corporat ion or the t ransfer of such shares by the person in whose n a m e they may

s tand to such other person as such Cour t m a y t h i n k fit.

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

any s ta tu te or law to t h e cont ra ry to purchase t ake hold and enjoy to t h e m and the i r successors for any es ta te t e r m of years or in teres t and u n d e r license any houses offices bui ld ings lands mines and other he red i t ament s necessary or proper for t he purpose of m a n a g i n g and conduct ing and ca r ry ing on the affairs concerns and business of t he said corporat ion and to sell convey assign assure lease and otherwise dispose of or act in respect of such houses offices bui ldings lands

mines and other he red i t ament s as occasion m a y require .

7. I t shall and may be lawful to a n d for all persons who are or shall be otherwise competent so to do to g r a n t sell alien and convey assure and dispose of u n t o and to t h e use of t he said corporat ion and the i r successors for t h e purposes aforesaid or any of t h e m any such houses offices lands mines he red i t amen t s and other real es ta te what­ soever as aforesaid accordingly.

8. The to t a l a m o u n t of debts engagements and liabilities of t he said corporat ion shall no t in any case exceed t h e amoun t of capital stock subscribed and actual ly paid u p .

9. N o dividend or bonus shall in any case be declared or paid out of t h e subscribed capital for t h e t ime being of t h e said company or otherwise t h a n out of t h e declared surp lus capital ne t gains and profits of t h e business.
10. I n any act ion or suit to be b rough t by t h e said corporat ion agains t any propr ie tor of any shares in t h e capi tal of t h e said corpora­ t ion to recover any sum of money due and payable to t h e said cor­ pora t ion for or by reason of any call made by v i r tue of th i s A c t or of t h e said deed of se t t lement i t shall be sufficient for t he corporation to declare and allege t h a t t h e defendant being a propr ie tor of such or so m a n y shares in t he capi tal of t h e said corporat ion is indebted to t h e said corporat ion in such s u m of money (as t he call in ar rears shall a m o u n t to) for such call of such sum of money upon such or so m a n y

to the said corporat ion wi thou t se t t ing forth any special m a t t e r and	shares belonging to t h e said defendant whereby an act ion h a t h accrued
on t h e t r ia l of such act ion or suit i t shall no t be necessary to prove the appoin tment of t h e directors who m a d e such call or any other ma t t e r s except t h a t t h e defendant a t t he t ime of m a k i n g such call was a holder or propr ie tor of one or more share or shares in t h e capi tal of t he said corporat ion and t h a t such call was in fact m a d e a n d t h a t such notice thereof and of t he t ime fixed for t h e p a y m e n t thereof was given as is directed by t h e said deed of se t t lement and t h e said corporat ion
shall t he r eupon be ent i t led to recover w h a t shall appear due.

1 1 . N o t h i n g here in contained shall prejudice or be deemed to

prejudice any call made or any cont rac t or o ther act deed m a t t e r or t h i n g entered in to made or done by the said company pr ior to or unde r or by v i r tue of t he said deed of se t t lement before th i s A c t shall come into operat ion but t h e same call contract act deed m a t t e r or t h i n g shal l be as valid and effectual to all i n t en t s and purposes as if th i s Act h a d not been passed and may be enforced in l ike m a n n e r as if t h e said company had been incorpora ted before t he same call con t rac t act deed m a t t e r or t h i n g had been made entered in to or done.

12. I f any execut ion ei ther at law or in equi ty shall have been issued against t h e proper ty or effects of the said corporat ion and if the re cannot be found sufficient corporate proper ty whereon to levy such execut ion t h e n such execut ion may be issued against any of t h e shareholders to the ex ten t of the i r shares respectively in t he capital of t h e corporat ion not then paid u p Provided always t h a t no such execut ion shall issue against any shareholder except upon the order of t h e Cour t in which the action suit or o ther proceeding shall have been b r o u g h t or ins t i tu ted made upon motion in open Cour t after sufficient notice to the person sought to be charged and upon such mot ion such Cour t may order execution to issue accordingly and for the purpose of ascer ta ining the names of the shareholders and t h e a m o u n t of capi tal r emain ing to be paid u p on the i r respective shares i t shall be lawful to any person enti t led to any such execut ion a t all reasonable t imes to inspect wi thout fee t he regis ter of shareholders requi red by the said deed of set t lement to be kep t in t he office of the said corpo­ ra t ion and so m u c h of t h e share account of such shareholders as shall be sufficient to shew the a m o u n t of the i r respective shares so remain ing to be paid u p Provided fur ther t ha t in the; event of the; assets of t he corporat ion being insufficient to mee t i ts engagements the shareholders shall in addi t ion to t he a m o u n t already paid and to be paid upon the i r shares in t h e capital of the said corporat ion be responsible to the; ex ten t only of a sum equal to t he a m o u n t of the i r said shares.

13 . I f by means of any such execut ion any shareholder shall have paid any s u m of money beyond t h e a m o u n t t h e n due from him in respect of calls he shall for thwith be re imbursed such addit ional s u m by the directors out of the; funds of the; corporat ion.

1 1 . The directors for t he t ime be ing shall have t he custody of

t h e common seal of t he said corporat ion and the form thereof and all o ther ma t t e r s re la t ing the re to shall from t ime to t ime be determined by the directors in t h e same m a n n e r as is provided in and by the said deed of se t t lement for the de te rmina t ion of o the r ma t t e r s by t h e board of directors and the directors present a t a board of directors of t he said corporat ion shall have power to use such common seal for the affairs and concerns of the said corporat ion and u n d e r such seal to author ize a n d empower any person wi thou t such seal to execute any deeds and do all or any such other ma t t e r s and th ings as may be requi red to be executed and done on behalf of t h e said company in conformity wi th t he provisions of t h e said deed of se t t l ement and of th is Act b u t it shal l not be; necessary to use t he corporate seal in respect of any of the ordinary business of t h e company or for the appo in tmen t of an a t torney or solicitor for t h e prosecut ion or defence of any act ion suit or proceeding.