No. XX.
An Act to facilitate Proceedings by and against the Proprietors of a certain Jo in t Stock Com pany lately carrying on business at Melbourne in the District of Por t Phillip in the Colony of New South Wales under the name style or firm of the "Melbourne Auction Company" and for other purposes therein mentioned.
| WH E R E A S a cer ta in J o i n t Stock on business as auct ioneers at Me lbou rne in t he Dis t r ic t of Por t | Phillip in the Colony of New Sou th Wales unde r t he n a m e style or |
| firm of the " Mebourne Auc t ion C o m p a n y " have met with great |
| difficulty in t h e prosecut ion of act ions b r o u g h t | for t he recovery of | |
| debts j u s t l y due to t he said company and whereas it would | facili tate | |
| Company | which lately | carr ied |
t h e se t t l ement of t he aFFairs of t h e said company and he of publ ic ut i l i ty and advan tage t h a t all claims for a n d against t he said company exis t ing before t h e pass ing of th i s Act should be sued for by and prosecuted aga ins t t h e said company in the n a m e of some one m e m b e r thereof whose n a m e a n d descript ion should be recorded for t he informat ion of t h e publ ic b u t as these purposes cannot be obta ined wi thou t t h e aid
| and a u t h o r i t y of the | Legis la tu re | Be | i t therefore enacted by | H i s |
Excel lency t h e Governor of N e w South W a l e s w i t h t h e advice of t h e Legis la t ive Council thereof Tha t from and after t h e pass ing of th is Ac t all act ions sui ts or proceedings whe the r at law or in equi ty in bank r u p t c y or sequest ra t ion or o therwise howsoever to be commenced ins t i t u t ed or prosecuted by or on behalf of t he said company or any person or persons as t ru s t ee or t rus tees of t h e said company against a n y body or bodies poli t ic or corporate or agains t any person or persons whe the r a member or members of t h e said company or o ther wise in respect of any debt c laim r igh t cause of action interest or l iabil i ty whatsoever now subsis t ing or to arise hereafter out of or in respect of or r e la t ing to any such debt or claim r igh t cause of act ion in teres t or l iabi l i ty mediate ly or immediate ly shall and m a y be com menced ins t i tu ted or prosecuted in t h e n a m e of t h e Cha i rman of t he Cour t of Directors for tin; t ime being of t h e said company as t h e nomina l plaintiff compla inant or pe t i t ioner for and on behalf of the said company and t h a t all act ions sui ts or proceedings a t law or in equi ty or otherwise as aforesaid to be commenced ins t i tu ted or prose cuted agains t t h e said company by or on behalf of any body or bodies pol i t ic or corporate or by or on behalf of any person or persons whe the r a member or members of t he said company or otherwise shall and m a y be commenced ins t i tu ted and prosecuted against the C h a i r m a n of t he Cour t of Directors for t h e t i m e be ing of t he said company as t he nomina l defendant for and on behalf of t h e said company or if t he r e be no such C h a i r m a n of t he Cour t of Directors for t he t ime be ing of t h e said company then and in t h a t case agains t any member or m e m b e r s of t h e said company Provided nevertheless t h a t no th ing here in conta ined shall prevent any plaintiff or plaintiffs from jo in ing any member or members of such company w i t h t he Cha i rman of t h e Cour t of Directors for the t ime be ing of t he said company as a defen dan t or defendants in equi ty for t h e purpose of discovery or in case of fraud A n d provided fur ther t ha t no claim or demand which any m e m b e r of t h e said company m a y have against t he said company in respect of his share of t h e capi tal or jo in t stock thereof or of any
of such share shal l be capable of be ing set off e i ther at law or in equi ty dividends interest profits or bonus payable or appor t ionable in respect
agains t any demand which such company may have agains t such
member on account of any o ther m a t t e r or t h i n g whatsoever b u t all proceedings in respect of such m a t t e r or t h i n g may be carr ied on as if no claim or demand existed in respect of such capital or jo in t stock or of any dividends interest profits or bonus payable or appor t ionable in respect thereof.
2. A n d be it enacted Tha t all c r imina l informat ions and prose cut ions to be b rough t ins t i tu ted or carr ied on by or on behalf of t he said company for fraud upon or aga ins t t h e said company or for embezzlement or robbery or for counterfe i t ing or s teal ing the bills notes bonds monies securit ies goods chat te ls effects or o ther p roper ty of or be longing to t he said company or for any felony misdemeanor or o ther offence commi t t ed against or wi th in t en t to injure or defraud the said company shal l and lawfully m a y be b rough t ins t i tu ted or carried on in the n a m e of t he C h a i r m a n of t h e Cour t of Directors for t he t ime be ing of t he said company and in all ind ic tments informat ions and o ther proceedings as aforesaid it shall and m a y be lawful and sufficient
| 3 | M — V O L . | 2. | to |
| to describe t h e p roper ty of t h e said company | as t h e p roper ty | of | t h e |
Cha i rman of t he Cour t of Direc tors for t h e t i m e being of t h e said company and t h a t any offence commit ted wi th in ten t to in jure or defraud t h e said company shal l and lawfully m a y in any prosecut ion for or on account of t h e same be s ta ted to have been commit ted w i t h in ten t to injure or defraud t h e Cha i rman of t h e Cour t of Direc tors for t h e t ime be ing of t h e said company and a n y offender or offenders may the reupon be lawfully convicted of any such offence a n d in any o the r a l legat ions or i nd ic tmen t s informat ions or o ther proceedings for or on
| behalf of t h e said company i t shal l a n d m a y be lawful | and | sufficient |
| from and after t h e pass ing of th i s A c t from t ime to t ime | to | s ta te | t he |
| n a m e of t he C h a i r m a n | of t he Cour t of Directors for t h e | t i m e | be ing | of |
t h e said company as t h e nomina l plaintiff compla inan t or pet i t ioner a n d the death res ignat ion or removal or other act of such Cha i rman or change in t h e member s of t h e said company by t ransfer of shares or otherwise shall not aba te any such act ion sui t or prosecut ion or other proceeding b u t t he same m a y be cont inued prosecuted and carried on in t h e n a m e of any person who m a y be or become Cha i rman of t h e
| Cour t of Di rec tors for t h e t i m e be ing of t h e said | company. |
| 3. A n d | be i t enac ted Tha t | a memor ia l of t he n a m e of t h e |
C h a i r m a n of t h e Cour t of Directors for t h e t ime being of t h e said company in t h e form or to t he effect of t h e form set for th in t h e Schedule to th i s A c t annexed signed by the said Cha i rman and by a major i ty of t he said Court of Di rec tors shall be recorded upon oa th in t h e Supreme Cour t in t h e said dis t r ic t w i th in t h i r t y days after t h e pass ing of th i s A c t and w h e n a n d so often as any Cha i rman of t h e Cour t of Directors of t h e said company shal l be newly elected or a C h a i r m a n shall be subs t i tu t ed for t h e C h a i r m a n of t he Cour t of Directors for t h e t ime be ing of the said company a memor ia l of t he n a m e of such newly elected or subs t i tu ted C h a i r m a n of t he said Cour t of Directors i n t he same form or to t h e same effect as t h e hereinbefore men t ioned memor ia l signed by such newly elected or subs t i tu ted
| C h a i r m a n a n d by a majori ty of t he said | Cour t | of Directors | shal l | in |
| l ike m a n n e r be recorded u p o n oa th in t h e said | Sup reme Cour t | wi th in |
| t h i r t y | days after | such election or | subs t i tu t ion . |
4. Provided always and be it enacted T h a t u n t i l such memor ia l
as hereinbefore first ment ioned be recorded in m a n n e r hereinbefore directed no act ion sui t or o ther proceeding shall be b rough t by t he said company in t h e n a m e of t h e C h a i r m a n of t h e Cour t of Directors
| thereof as aforesaid | unde r t h e au tho r i t y of th i s | Act . |
| 5. A n d be it enacted Tha t in al l act ions sui ts pet i t ions or o ther proceedings w h e t h e r civil or c r imina l in which | the | said | C h a i r m a n | of |
t h e Cour t of Direc tors for t he t i m e be ing of t he said company or any member of t h e said company shall be on behalf of such company and unde r a n d by v i r t ue of t h i s Ac t plaintiff compla inan t pe t i t ioner or defendant it shall and may be lawful for such Cha i rman or m e m b e r or for any officer engaged in t h e execut ive dut ies of t he said company to give evidence in such act ion sui t pe t i t ion or o ther proceeding not
| w i th s t and ing | t h e n a m e | of | such | C h a i r m a n | or m e m b e r | shal l | be used | as |
plaintiff compla inan t pe t i t ioner or defendant and no twi th s t and ing t h a t such Cha i rman member or officer as aforesaid shall or m a y be in teres ted in t he resu l t of such act ion suit pe t i t ion or o ther proceeding as a shareholder or co-par tner in the said company.
6. A n d be i t enacted Tha t all contracts agreements convey ances leases releases ass ignments sur renders covenants receipts a n d o ther documents m a d e or to be m a d e given or g ran ted by or to or on behalf of t h e said company re l a t ing to any such now subsis t ing debt claim r igh t cause of act ion interes t or l iabil i ty as aforesaid shall and
| m a y be m a d e and executed a n d enforced by or to or aga ins t | t h e |
Cha i rman
| C h a i r m a n of t h e Cour t | of Directors for | t h e | t i m e be ing | of t he | said |
company and t h e same shal l be b ind ing u p o n t h e said company and t h e capi tal stock thereof and pass all t he es ta te and in te res t of the said company.
| 7. A n d be i t enacted | Tha t execut ion u p o n any decree or | j udg |
| m e n t in any act ion suit pet i t ion or o ther proceeding | obtained | agains t |
| t h e C h a i r m a n of t h e Cour t of Directors for | t h e t ime | being | or | o ther |
m e m b e r of t h e said company as aforesaid whe ther as plaintiff or defendant m a y be issued agains t and levied and satisfied upon a n d out of t he goods chat tels l ands a n d t enemen t s of any member or m e m b e r s
| whomsoever of t he said company for t h e t ime be ing as if such | decree |
| or j u d g m e n t had been obta ined agains t | such member or member s |
| personal ly . |
| 8. A n d be i t enacted Tha t for t h e purpose of giving be t te r effect to t h e provision last hereinbefore | contained t h e C h a i r m a n of t h e Cour t |
| of Directors for t he t ime be ing of t h e said company shall w i t h i n | t h i r t y |
days from the pass ing of th i s A c t a n d thereaf ter in t h e m o n t h of J a n u a r y in each year so long as th i s A c t shall r ema in in force cause a t r u e list of t h e names of all t he t h e n exis t ing members of t h e said company wi th the i r respective places of abode and descript ions to be recorded on oath in t h e office of t h e D e p u t y Reg i s t r a r of t he said Supreme Cour t and the same shall be open for inspect ion a t all reasonable t imes by any person r equ i r ing t h e same on p a y m e n t of a fee of one shi l l ing and if such Cha i rman shall fail to cause such list to be recorded [in m a n n e r aforesaid he shall be l iable to a penal ty of one hundred pounds to bo recovered by act ion of debt in t h e said Supreme Cour t by any person or persons who shal l sue for t h e same.
9. A n d be i t enacted T h a t every person whose n a m e shal l be so recorded shall be considered a m e m b e r of t h e said company a n d be l iable as such un t i l a new list of t he members ' names shall be recorded as aforesaid or un t i l he shall have given not ice in t h e Government
| Gazette of h is re t i rement from the said company | Provided always |
t h a t every C h a i r m a n of t h e Cour t of Direc tors for t he t ime being of t he said company in whose n a m e any act ion sui t pet i t ion or other proceeding shall be commenced prosecuted carr ied on or defended and every m e m b e r or members of t he said company against whose goods chat te ls lands or t enemen t s execution shal l be so issued as aforesaid shall always be re imbursed and paid out of t h e funds of the said company all such damages costs and expenses as by t h e event of
| any such proceedings such Cha i rman or member or members shall or may be p u t u n t o in respect thereof and all such remedies shall be | al lowed as be tween t h e several members of t h e said company for the |
| t ime be ing as if th i s A c t h a d not been passed Provided • nevertheless t h a t t h e body of such Cha i rman shall no t by reason of his being defendant in any such ac t ion suit or proceeding be l iable to be arrested seized or t aken in execution. |
| 10. A n d | be i t | enacted | Tha t | t h e | b a n k r u p t c y | insolvency | or |
s topping paymen t of any Officer Di rec tor C h a i r m a n or o ther member of t h e said company in his individual capacity shall no t be construed to be t h e b a n k r u p t c y insolvency or s topping p a y m e n t of t he said company and t h a t t h e p roper ty and effects of t he said company and the persons p roper ty and effects of t he individual member s thereof shall no tw i th s t and ing such b a n k r u p t c y insolvency or s topping pay
| m e n t be l iable to execution in t h e same m a n n e r | as if such | b a n k r u p t c y |
| insolvency | or s topping p a y m e n t | h a d n o t t aken | place. |
| 1 1 . A n d be i t enacted | Tha t t he provisions of th i s Act | shall |
| ex tend to t he said company a t all t imes du r ing the con t inuance of | t he |
| same no twi ths t and ing | any change in t he member s thereof by t ransfer |
of shares or otherwise howsoever.
| 12. Provided always and be i t enacted Tha t n o t h i n g | here in |
conta ined shal l ex tend or be deemed t aken or cons t rued to incorpora te t h e member s of t h e said company or to relieve or discharge t h e m or any of t h e m from any responsibi l i ty dut ies cont rac ts or obl igat ions whatsoever which by law they now are or at any t ime hereafter shall be subject or l iable to e i ther be tween t h e said company and o thers or between t h e individual members of t he said company or any of t h e m and others or a m o n g themselves or in any o ther m a n n e r whatsoever except so far as t h e same is affected b y the provisions of th i s A c t and
| the t r u e in ten t | and m e a n i n g | of the | same. |
| 1 3 . | A n d be i t enacted | T h a t | all | bonds | mor tgages | w a r r a n t s | of |
a t to rney and other securi t ies not be ing assignable in law and al l contracts and ag reemen t s w h e t h e r parol or u n d e r seal which have
| been or shal l or m a y a t any t ime hereafter | be t a k e n in t he n a m e of |
| t h e C h a i r m a n of t h e Cour t of Directors for t h e t ime be ing | of t h e | said |
company for or on account of t h e said company in any way re la t ing to or ar is ing out of such now subsis t ing debt claim r igh t cause of act ion in teres t or l iabil i ty as aforesaid shall a n d m a y be p u t in suit and enforced sued and prosecuted upon a t law or in equi ty in t he n a m e of t h e Cha i rman of t he Court of Directors for t h e t ime being of t he said company in whose n a m e t h e same m a y have been t aken or en te red in to or in t he n a m e of any person who shal l or m a y succeed to t h a t office and be t h e C h a i r m a n of t he Cour t of Direc tors for t h e t i m e being of t he said company at t h e t ime such proceeding or proceed ings shal l be ins t i tu ted carr ied on or cont inued no twi th s t and ing t h e n a m e of any such succeeding C h a i r m a n be not inser ted in any such bond m o r t g a g e w a r r a n t of a t to rney or o the r such securi ty or in a n y such cont rac t or agreement as a n obligee mor tgagee assignee or payee of t h e s u m or sums of money the re in respectively ment ioned or secured and t h e death res ignat ion remova l or o ther act of any Cha i rman of t h e Cour t of Direc tors for t h e t ime be ing of t he said company in whose n a m e any such bond mor tgage w a r r a n t of a t to rney or other such securi ty as aforesaid or any such cont rac t or agreement shall be so p u t in suit shal l no t aba te any act ion suit or other proceeding h a d the reon b u t t he same m a y be cont inued a n d carried on where i t left off in t h e n a m e of any person who m a y be or become t h e Cha i rman of t h e Cour t of Directors for t h e t ime be ing of t h e said company and t h e
| legal es ta te in all | lands | t e n e m e n t s a n d all p roper ty rea l and | personal |
| be longing or mor tgaged to t h e said company for all legal r igh t s | a n d |
| capacities in respect of t h e said company shal l and may become vested |
| in | t h e | succeeding C h a i r m a n of | t h e Cour t | of | Direc tors | for | t he t ime |
being immedia te ly upon t h e record ing of t h e memoria l hereinbefore required of t h e n a m e of such succeeding Cha i rman of t he Cour t of Directors for t he t ime be ing of t h e said company in t he said Supreme Cour t and so on toties quoties whensoever any new appo in tmen t election or subs t i tu t ion of a C h a i r m a n of t he Cour t of Di rec tors for
| t h e t i m e b e i n g of t h e said company shal l t ake place and such | memor ia l |
| thereof shall be recorded as aforesaid. |
| 14. A n d be i t enacted Tha t in any act ion to be b r o u g h t | by |
any C h a i r m a n of t h e Cour t of Directors for t h e t ime being of t h e said company by v i r tue of th i s Ac t t h e plaintiff t he re in shal l no t be non sui ted nor shall a verdic t be given against t he plaintiff for w a n t of proof of t h e record of such memor ia l or memor ia l s as hereinbefore ment ioned nor shall t h e exis tence of such memor ia l be t aken to be in issue unless specially desired by any defendant b u t in case t he defen dan t in any such ac t ion shall specially deny on the record t h a t any such memor ia l has been duly recorded as aforesaid and shall m a k e i t appear on such t r ia l t h a t no such memor ia l has been so recorded t h e n a non-su i t shall be entered in such action.
15. Provided always a n d be i t enacted Tha t no th ing in th i s Act
conta ined shal l 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 H e i r s or Successors or of any body politic; or corpora te or of any person or persons except ing such as are men t ioned the re in or of those c la iming by or unde r h i m her or t h e m .
16. A n d be i t enacted Tha t th i s Ac t shal l commence and take, effect from and after t h e pass ing thereof and shall cont inue in force for t w o years thereafter and n o t longer save a n d except as to a n y act ion suit prosecut ion or o ther proceeding a t law or i n e q u i t y ac tual ly commenced or ins t i tu ted which no twi ths t and ing th i s A c t shall have expired may be carr ied on in all respects whatsoever as if t h e same had con t inued in force.
17. A n d be i t enacted Tha t th is Ac t shall be deemed a n d t aken to be a Pub l i c A c t and shal l be judicial ly t aken notice of as such by t h e Res ident J u d g e of t he said Supreme Cour t a t P o r t Phi l l ip and by the J u d g e s of the Supreme Cour t of New South Wales and of t he several Circui t Cour ts t h r o u g h o u t the Colony a n d by all o ther J u d g e s