Hunter River New Steam Navigation Company Act 1852 No hrs (NSW)
provisions
An Act to incorporate the Proprietors of a certain Company called " The Hunter River New Steam Navigation Company" and for other purposes therein mentioned. [21st December, 1852.]
| WH E R E A S | a t Mai t land in t he Colony of New South Wales unde r and subject t o |
a jo in t stock company called " T h e H u n t e r Paver
N e w Steam Navigat ion Company" has been lately established
t h e rules regula t ions and provisions contained in a cer tain inden tu re or deed of se t t lement bear ing date the e ighth day of September one thousand eight hund red and fifty-two purpor t ing to be a deed of settle m e n t of the said company A n d whereas by t h e said inden ture or deed of se t t lement the several par t ies there to have respectively and mutua l ly
| covenanted and agreed to be and cont inue (unt i l dissolved under | the |
provisions in t h a t behalf there in contained) a jo in t stock company or
pa r tne rsh ip unde r t h e n a m e style and t i t le of " The H u n t e r River N e w
Steam Navigat ion C o m p a n y " for t h e purpose of car ry ing on t h e business of t r ad ing wi th s team and other vessels to and from Morpe th and Sydney in t he said Colony and to and from other por ts and places wi th full power to t he directors for t he t ime being of t h e company to engage h i re bui ld or purchase suitable premises for t h e ca r ry ing on of all such operat ions and works and from t ime to t ime to h i re and employ all necessary agents clerks officers apprent ices and servants and to pay salaries and wages to t h e same A n d whereas i t was by the said inden tu re or deed of se t t lement fur ther agreed tha t t h e capi ta l of t he company should consist of forty thousand pounds to be cont r ibuted in four thousand shares of t en pounds each and of such fur ther sum not exceeding t he sum of one h u n d r e d thousand pounds
as a majori ty in n u m b e r a n d value of t h e shareholders for t he time;
be ing migh t de termine to be raised by t h e creat ion and a l lo tment or sale of new shares of t he l ike amoun t as there in provided A n d whereas by t h e said inden tu re or deed of set t lement provision has been made for t h e paymen t of dividends and bonuses and for the disposal and applicat ion of the profits and also for t h e due m a n a g e m e n t of t he affairs of the said Company A n d whereas the said company is desirous of be ing incorporated accordingly b u t subject to the provisions here inafter contained Be it 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 t he Legislat ive Council 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 m a y in t he m a n n e r provided by and subject t o the rules regula t ions and provisions contained in t h e said i nden tu re or deed of se t t lement become proprie tors of shares of or in the capital for t he t ime being of t he said company shall for t he pur poses aforesaid b u t subject nevertheless to t he condit ions res t r ic t ions regula t ions and provisions hereinafter contained be one body polit ic a n d corporate in n a m e and in deed by the n a m e of " The H u n t e r River
N e w Steam Naviga t ion Company " and by t h a t n a m e shall and may
sue any person or persons body or bodies polit ic or corporate whether a m e m b e r or members of t h e said corporat ion or no t and may be sued implead and be impleaded in all Courts whatsoever a t law and in equi ty a n d m a y prefer lay and prosecute any ind ic tment information a n d prosecut ion against any person or persons whomsoever for any steal
ing embezzlement fraud forgery cr ime or offence and in all indict
m e n t s informations and prosecut ions i t shall be lawful to s ta te the
money and goods effects bills notes securities or other proper ty of t he said company to be t he money goods effects bills notes securities or other p roper ty of t he said corporat ion and to designate t he said company or copar tnership by its corporate n a m e whenever for t he purpose of any al legat ion of an in ten t to defraud or otherwise however such designa t ion shall be necessary and the said corporat ion shall have perpe tua l succession wi th a common seal which may be al tered varied and changed from t ime to t ime a t t h e pleasure of t he said corporat ion.
2. The several laws ru les regula t ions clauses and agreements contained in t h e said inden tu re or deed of se t t lement or to be made u n d e r or b y v i r tue or in pursuance thereof a re and shall be deemed and considered to be and shall be t h e by-laws for t he t ime being of t he said corporat ion save and except in so far as any of t h e m are or shall or may be al tered varied or repealed by or are or shall or may be inconsis tent or incompat ible wi th or r epugnan t to any of t he provisions of th i s Ac t or of any of the laws or s ta tu tes now or hereafter to be in force in t he said Colony subject never theless to be and t h e same may be amended al tered or repealed ei ther wholly or in p a r t in t he m a n n e r
provided
provided in and by t h e said inden tu re or deed of se t t lement b u t no ru le or by-law shall on any account or pretence whatsoever be made by the said corporat ion either under or by v i r tue of t he said i nden tu re or deed of se t t lement or by th is Ac t in opposition to t he general scope or t r u e in t en t and mean ing of t he said inden tu re or deed of set t lement or of th is Ac t or of any of the laws or s ta tutes in force for t he t ime be ing in t he said Colony.
3. I t shall be lawful for the said corporat ion from t ime to t i m e :
to ex tend or increase the i r capital for t he t ime being by the creation a l lo tment and disposal of new shares in t h e manne r specified and set forth and subject to t h e rules regula t ions and provisions contained in t he hereinbefore in pa r t recited i nden tu re or deed of se t t lement b u t so never theless t h a t the to ta l a m o u n t of all t h e new shares to be so from t ime to t ime created shall no t together wi th t he original capital exceed
| one h u n d r e d | thousand | pounds . |
4. The capital or jo in t stock for t he t ime being and all t he funds and proper ty of t h e 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 h e regula t ions of t he said inden tu re or 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 interests or demands affecting any share or shares of t he capital s tanding in the n a m e of any person or persons as the ostensible propr ie tor thereof or be requi red to t ake any notice of such t rus t s or equi table interests or demands b u t t he receipt of t h e person or persons in whose n a m e or names t h e share shall s tand in the books of t he corporat ion shall no twi ths tand ing such t rus t s or equitable interests or demands and notice thereof to the said corporat ion be a good valid and conclusive discharge to t he corporat ion for or in respect of any dividend or other money payable by the said corporat ion in respect of such shares a n d a t ransfer of t h e said shares by the person or persons in whose n a m e or names such shares shall so s tand shall no twi ths tand ing as aforesaid be b inding and conclusive as far as may concern t he said corporat ion against all persons claiming by v i r tue of such t rus t s or equitable interests or demands Provided always t ha t no th ing here in conta ined shall be deemed or t aken to interfere with or abr idge t h e r igh t and power of a Court of E q u i t y to res t ra in t h e payment of any such dividend or other money payable thereaf ter by t he corporat ion in respect of any such shares or t he t ransfer thereafter of any such shares or to direct t he payment of such dividends or other
| money by t h e corporation or t he transfer of such shares by the person | or persons in whose n a m e or names they m a y s tand to such o ther | |
|
6. I t shall be lawful for the said corporat ion no twi ths tand ing
any s t a tu te or law to the contrary and notwi ths tanding any clause or provision here in contained to purchase t ake hold and enjoy to t h e m a n d the i r successors for any estate t e r m of years or in teres t any houses offices bui ldings lands and other hered i taments necessary or proper for t he purpose of manag ing conduct ing and car ry ing on the affairs concerns and business of t he said corporat ion and also to t ake hold and enjoy all houses offices bui ldings lands and heredi taments held by t h e said company before t he pass ing of this Ac t and also to t ake and to hold un t i l t he same can be advantageously disposed of for t h e purpose of r e imbursement only and not for profit any lands houses and other real estate which may be so t aken by the said corporat ion in satisfaction l iquidat ion or discharge of any debt due to t he corporat ion or in security for any debt or l iabil i ty bona fide incur red or come under previously and not in ant ic ipat ion or expectat ion of such securi ty b u t not for any other purposes and to sell convey assign assure and dispose
of
of such houses offices bui ldings lands hered i taments a n d other rea l
es ta te as occasion m a y requi re . 7. I t shall and may be lawful to and for all and every person or persons bodies polit ic or corporate who are or shall be otherwise competent to g ran t sell alien and convey assure and dispose of unto and to t he use of the said corporation and the i r successors for t he purposes aforesaid or any of t h e m any such houses offices lands here
d i taments and other rea l es ta te whatsoever as aforesaid accordingly. 8. N o dividend or bonus shall in any case be declared or paid out of t h e subscribed capi ta l for t h e t ime be ing of t h e said
corporat ion
or otherwise t h a n out of t h e net gains and profits of t h e business.
9. 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 or propr ie tors of any share or shares in t he capi tal of t h e said corporat ion to recover any sum or sums of money due and payable to t he said corporat ion for or by reason of any instal m e n t or ins ta lments call or calls m a d e by v i r tue of th i s Ac t or of t he said i nden tu re or deed of se t t lement i t shall be sufficient for t h e said corporat ion to declare and allege t h a t t h e defendant or defendants be ing a propr ie tor or propr ie tors of such or so m a n y share or shares in t he capi ta l of t he said corporat ion is or a re indebted to t he said corpo ra t ion in such s u m or sums of money as t h e ins ta lment or ins ta lments call or calls in a r rear shall amoun t to for such a n d so m a n y instal m e n t or ins ta lments call or calls of such or so m a n y sum or sums of money upon such or so m a n y share or shares belonging to t he said defendant or defendants (as t h e case may be) whereby an action h a t h accrued to t he said corporat ion wi thout se t t ing forth any special m a t t e r and on t h e t r ia l of such action or suit i t shall not be necessary to prove how or in wha t m a n n e r such ins ta lment or ins ta lments call or calls became or were made payable or any o ther m a t t e r except t h a t t he defendant or defendants was or were a holder or propr ie tor or holders or propr ie tors of one or more share or shares in t h e capital of t h e said corporat ion and t h a t such ins ta lment or ins ta lments call or calls was or were in fact due and t h a t the t ime fixed for t h e p a y m e n t thereof was given as is directed by the said inden tu re or deed of se t t lement and t h e said corporat ion shall thereupon be enti t led to recover w h a t shall appear due.
10. N o t h i n g here in contained shall prejudice or be deemed to
prejudice any ins ta lment due contract or other act deed m a t t e r or t h i n g entered in to m a d e or done by t h e said company unde r or by
v i r tue of t he said i nden tu re or deed of se t t lement before th i s Ac t shall
come in to operat ion bu t t he same ins ta lment call cont rac t act deed m a t t e r or t h i n g shall be as valid and effectual to all i n t en t s and pur poses as if this Act h a d not been passed and may be enforced in l ike m a n n e r as if t he said company h a d been incorporated before t h e same
ins ta lment call cont rac t act deed m a t t e r or t h i n g had been made entered in to or done.
1 1 . I n t h e event of t h e assets of t h e said corporat ion being
insufficient to mee t i ts engagements t h e n and in t h a t case t h e share holders respectively shall be responsible to t h e a m o u n t of the i r subscribed shares only in addi t ion to such subscribed shares.
12. I t shall no t be necessary to use t h e corporate seal in respect of any of t h e ord inary business of t he company or for t h e appoint m e n t of an a t torney or a solicitor for t h e prosecut ion or defence of any action suit or proceeding and any person duly author ized and empowered u n d e r t he corporate seal may wi thou t such seal execute any deed and do all such other acts ma t t e r s and th ings as may be requi red to be executed and done on behalf of t he said corporat ion and in conformity wi th the provisions of t he deed of se t t lement and
of th i s Act .
13 . N o t h i n g in th i s Ac t conta ined shall be deemed to affect or
apply to any r igh t t i t le or in teres t of H e r Majesty H e r He i r s or Successors or of any body or bodies polit ic or corporate or of any person or persons except such bodies politic or corporate and o ther persons as are ment ioned in th i s Ac t and cla iming by from or under t hem.
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