Miners Act 1865 (SA)

ANNO VICESIMO OCTAVO ET VICESIMO NON0

No, 13.

An Act for the Fomzatio?~ qf Companies and Associations of Miners,

with pmco' to limit their l i~bil i t ies to the amount of Shams

subscribed for.

[Assented to, 4th August, 1865.1

H E R U S it is desirable to increase the facilities for carrying Preambla.

on the pursuit of Mining, by the formation of Joint Stock Companies for the carrying on of Mining, and to indefeasibly limit the liability of the Members of snch Companies, and to facilitate the dis- solution and wincling up of such Conqmnies-Be it therefore Enacted, by the Governor-in-Chief of the Province of South Australia, with the advice a i d conscilt of the Legis1:~tive Council and House of Assembly of the said Province, in this present Parliament assembled,

the

as follows:

1. This Act shall apply only to cornpanics and associations Act to apply only to

formed for the carrying on of mining or smelting. mining, company and formed smelting. for

,

2. This Act may bc cited as The Miners' *4ct, 1865." short title.

3. No company registered under this Act shall have or adopt any XQ company to have

name or title which shall be so similar to the name or title of any other compny.	a similar title to any
other company registered under this or any other Act, as may be likely to cause such company to be confounded with such other company, and the Registrar of Joint Stock Companies shall decide

-

any question arising out of this clause.

4. Any five or more persons may form themselves into R company Five or more pe-

undeithis Act, and any two or more of such persons shall be termed .rthi.-aGt may avail themdvea

' 40 28" & 29" VICTORIB, No. 13.

Miners Act .1865.

the promoters, and shall give at least fourteen days notice in the

Government Gazette, of their intention to apply to be registered.

Promotersta publish 5. The promoters of every company shall publish n prospectus,

a prospectus.

to be signed by such promoters; and in such prospectus there shall

be set forth inter alia the particulars mentioned in S~hedule A.

hlatcr of Bupreme

Court to bo Rcgiatrar.

6. The Governor, with the advice and consent of the Executive Council, may appoint some person to be the Registrar of Joint Stock Companies, for the purposes of this Act, and until such appoint- ment be made, the Master of the Supreme Court shall bc such Registrar.

Prelimin~expenfies* 7. Unless it shall be otherwise provided in the prospectus, all. expenscs incurrcd by the promoters in respect of thc formation and registration of any company shall be defrayed by the company.

Capital h divided

into shares of cqud R The capital of the company shall be divided into shares of

valuc.	equal nominal valne, and numbered consecutively from one upwards.
After one-third of

the shares have been 9. So soon as one-third at least of the number or values of shares

allotted,cornpan~ into which thc actual c a ~ i t a l of the conlt.mnv shall bc divided.

A L d

may apply t d b e i e -

gistered.	according to the prospectus, haw been subscribed for, and a deposit amounting to at least one-tenth part of thc capital rcyresented by the total number of shares has been actually paid, the company may apply to be rcgistcred under this Act, and such application shall be dirccted to the Registrar of Joint Stock Companies, and s l d l have a copy of the prospectus, signed by the promoters, annexed thereto.
Fee of One POUR^.	10. A fee of One Pound shall be paid to thc Registrar of Joint Stock Companies at the time of making such application.
Registrar to givo cer-	l l, SO soon as the Registrar of Joint Stock Companies shall have satisfied himself that the terms of the prospectus and of this Act have been cornplied with, he shall forthwith issue a certificate to that effect
tificate.

'C in the forrn of Schedule E, and shall be paid for such certificate the sum of One Pound; and such certificate shall. be conclusive cvidencc that the terms of this Act and of the prospectus have been complied

I wit h,

List of s h ~ e h o l ~ ~ ~ 12. At the time of making the application there shall be sent in

to be given to Regis-	trfir at the time of to the Rcgihrar of Joint Stock Companics a list, signed by the pro-
making a~~l icat ione moters, in form of Schedule C, of all persons to whom shares, whether

paid up, or otherwisc, have been allotted, specifying the amount paid on each share, and the amount remainiilg due in respect of each @hare; and such list shall constitute the first register of share hoklers; a6d a'copy of such list shall be retained by the company.

When certificate

issrzed, company in- 13. Upon the issue of such certificate by the Registrar of Joint

atrrparated.

- Stock Companies the company and the then qhareholders therein,

and all succeeding shareholders, whilst shareholders, shall be deemed

to

-

Miners Act.-1 865,

to be incorporated for the purposes of this Act, and for the pur-

pose of carrying on thc pursuit for which the company was formed, as set forth in the prospectus, but not further or otherwise, and shall continue iizcorporated until it shall be clissolved, and its affairs wound

up: And it sllall be lawful for such company-

First-To use the registered name of snch company, adding

thereto the words Limited by The Miners' Act, 1865 :"

Second-To have a common seal, with power to break, alter, and

change the same from time to time, but on which must' be

engraved the name of such company:

Third-To purchase and hold, sell, let, or lease, with or without

right of purchase, lands, tenements, and hcreditaments, in

the name of the company,

14. Within thirty days after the issue of the certificate, the A "mannger" to be

directors, who shall be named in the prospectus, shall appoint some appointed.

person as a, manager of the affairs of the company, and such person

shall be termed the " Manager" of the company; notice of the ap-

pointment of such manager shall be given to the Registrar of Joint

Stock Companies.

15. All suits, by or against the company, except as hereinafter suits t o n e in the

provided, ~ h d l be had in the name of the manager, but such manager name of the

shall incur no personal responsibility except for his own acts, deeds,

and defaults,

16. The directors may, on due notice being given to the Registrar Freeh manager may

of Joint Stock Companies, remove any manager, and appoint another be appomted.

manager, and no proceeding by or against any company shall abate

by reason of any such second or new appointment.

All the property of the company shall be vested in the directors of the company for the time being, who shall hold the same by virtue of their office; and the signature of two directors and the manager to any deed, shall be sufficient for the due execution thereof. P r ~ p e r h to be mated

17.

in directors.

18. Every company registered under this Act shall have a place Comr~an~ to have a

of business, which shall be notified in writing to the Registrar, and bwinem	regttered place of
shall paint and affix, and keep painted and affixed, its name on the entrance of every office or place in which thc business of the com- pany is carried on, in a conspicuous position, in letters easily legible,
and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all
notices, advertisements, and other official publications of the com- pany, and in all bills of exchange, promissory notes, cheques, orders for money, bills of parcels, invoices, receipts, letters, and other writings, and shall on all occasions add to its name the word
" Limited ;" and in the event of any of the provisions of this clause not being complidd vith, the manager and each of the directors shall

be

Penalty.	be liable to a penalty of Five Pounds, and further, shall be personally liable to the holder of any such bill of exchange, promissory note,
h)	cheque, or order for: money, for the amount thereof, unless the same
shall be duly paid by the company.

CO p of prospectus 19. The manager shall keep open to public inspection in the

m8 liat of ,ham-

holdem to be kept by registered office of the company a copy of the prospectus of the corn-

manager irr the regis- paay and a list, in form of Schedule C, showing the names of the

bred office. shareholders, the number and value of the shares held by each

such shareholder, the amount paid on each share, and the amount

remaining due on each share.

Managerexhibiting8

false list, penalty of

20, If the manager shall tdfnlly exhibit a false list of share- holders or of the shares, or in such false list shall falsely make it appear that any person is liable to contribute in respect of any such shares any sum of money which such person shall not actually be liablc to contribute, such manager shall be liable to a penalty not exceding Two Hundred and Fifty Pounds, and also to be impri- soned, with or without hard labor, for any period not exceeding twelve calendar months.

a miderneanor.

I

Name of shareholder

not to be inserted in	21. No person's name shall be inserted in such list unless such sions of this Act; and no transfer of a share shall be" deemed to be complete until noticc thereof shnll have becn given to the Eegistr ar of Joint Stock Companies, and noted by him, and any person transferring any share may give such noticc to the said Registrar on payment of a fee of Two Shillings and Sixpence on each notice.
list unlos8 allottee	person shall be the allottee or transferee of sharcs under the provi-
or transferee.

Share8 t ~ b &tkd

to applicants in	22, The shares of the company shall be allotted to applicants in writing only, and such applicants shall sign their applications, and such applicants shall, after the allotment of the shares and the registration of the company, be liable to pay all calls or sums due in respect of such shares according to the prospectus of such company.
writing only.

B b 8 to be allotted* 23, The promoters shall, according to their discxetion, allot the shares to the applicants as aforesaid, within three calendar months after the first application, and shall give notice in writing through the Post Office to the applicant to wham such sharcs shall bc allotted; and it shall be at the discretion of the promoters whether such allotment shall bc madc on condition of ~avment of further deposit or not; and no share or allotment noledshall be transferable until after the registration of the company shall have

f t

.ft.rregbtr\atim. -been completed in accordance with the terms of this Act.

sh-a to h # iwded. 221. AU certificates of shares in any company registered under

this Act, shall be signed by two directors and the manager, or by

three directors, until such manager shall be appointed.

f i t t @ o f a a r e l o d ~	25.	NO person shall be entered as a shareholder in the first regis-
toberegirteredinfir6t

libt. tered list of shareholders unless such person shall be the actual

a'llottee

' ~ .-

28O & 229" VICTQRIB, No. 13. 43

Miners Act. -1865.

allattee of such share, or obtain the same by signing form in

Schedule D.

calendar month after the first allotment of shares, call a general meeting. 26, The promoters, or some or one of them, shall, within one The promoters to call

meeting of those persons only to whom shares shall have been allotted as aforesaid, at some convenient time and place, by adver- tisement in the Government Gazette, and at least one newspaper, published in Adelaide, such advertisemorit to be inserted at least one meek before the day of meeting, and the following business only shall be transacted, namely, the elec~ion of a chairman to pre- side thercat, whose qualification shall be set forth in the directors' prospectus,and the election of three, five, or seven dircctors, to continue in office until new directors shall be appointed in accordance with this Act; and at every such meeting evcry pcrson present to whom any share or sharcs shall have been allotted, and shall produce the notice of such allotment, and slmll haw paid all calls or snms of money dne in nccorclaiice with the prospectus, shall on all subjects brought before the me~t ing hc entitled to one vote in respect of each share so allottcd, and all questions shall be decided by a majority of votes, and any such person shall be qualified to be a chairman at the meeting, and one of the first directors of the com- pany and the chairman may adjourn such meeting from time to time, and if at any adjourned meeting the clinirmtlfi of the formcr mceting shall not be present, then anothcr chnirnmn may be elected in the same manner as the first chairman, and such mccting shall have full power to alter, amend, and coilfirin the prospectus of the company: Provided that no such meeting shall be held until after Pro~iso.

the company shall, have beer1 duly rcgistered.

27. The qualification of the directors shall bc decided by the ~ $ ~ ~ ~ t i O n O f

shareholders at the first meeting held under clawe 26 of this Act.

mceting of the company, continue in oifice for twelve calendar directors. 28. The directors of each company shall, nnless removed by a Tenure of offieo of

months, and at the first rnecting which shall be held at or next after the expiration of such twelve calendar months, a majority of the dircc- tors shall go out of office, but may be re-elected, and the retiring directors shall be those who hare been longest in officc, or in the case of an equality in the tern1 of office, the order of retirement

. shall be decided by ballot.

29. Any director may retire at the expiration of fourteen days Directors may retire.

after giving notice in writing of soch his intention to the maniger, and any director availing hniself of the provisions of any Act in force within the said Prorince relating to insolvent debtors, and any director absent from the meetings of the directors for three consecu- tive calendar months, shall thereby vacate his office.

30. When a vacancy shall occur in the office of director by any vacaner in direetmu.

means whatever (except retirements by rotation), a special meeting

shall

28" & 29O VICTORIB, No. 13.

Miners A c t. 1 8 6 5.

shall within fourteen days be summoned for the election of a director to fill such vacancy, unless an ordinary meeting shall take place within thirty days.

~ircotdrs to de sit 31. Every director shall, within fourteen days of his election, deposit with the manager, who shall place and kecp the same for safe custody in the bank of the company, the shares required to be held by such director as a qualification for his office, and such manager shall hold such shares as aforesaid so long as such director shall hold his office, and upon such director vacating his office shall return such shares to the person so depositing them,

&area with b X

Bireotom to keep seal 32. Thc directors shall have the custody of thc scal of the

of the company* company.

33. Three directors, where the whole number does not exceed

~ ~ ~ ~ , ~ ~ f ~ ~ ~ t o ~ ~ .

five, and four directors, whcre the whole number is sewn, shall form a quorum, and shall exercise all authorities vested in the directors

generally.

xkjoxity otdreoton. 34. All questions which may come before a Board of Directors

shall be decided by the majority of the directors present, each director, including the chaixxnan having one vote; and in case of an equality of votes, the chairman shall also have a casting vote*

Mhutea of dirwtm*	85. Minutes of proceedings of every Board of Directors shall be chairman at each meeting.
Ineetings.	entered in a book kept for that purpose, and shall be si,gncd by the

b:

PWera of directoth	36. The directors of any company arc authorized-
To employ all such officers, workmen, and servants as, in their

judgment, may be necessary for carrying on the business of

the company, and from time to time to dismirs thc same, or '

any of them;

To provide suitable offices, and hire suitable buildings, land, and machinery, for tho use of the company, and do all acts necessary and proper for that purpose, and to take or hold the same on lease or otherwise:

To direct the manager to make calls on the shareholders in accor-

dance with the prospectus and this Act.

.

To institute, conduct, compromise, or abandon, as they deem ex- pedient, any legal proceedings relative to the property or affairs of the company:

To submit to axbitration any matter of difference between the

company and any other person or persons:

To	compound for or abandon any debt owing to the company, or
to give time for the payment thereof: To

--. - <-* * YC

2 8 9 $9" VICTORIB, No. 13.

bIine7-s Act.-1865, ' +

To make sale, let, or dispose of any of the l a d s or property of the compky when duly authorized by any special meeting of the company:

To purchase ores as fluxes, or for amalgamation:

To do all sucts acts, mattcrs, and things, as may be necessary for carrying on the business of the company in accordance with

the prospectus and this Act.

37. Two auditors shall be elected annually, at the same time as Auditors.

the directors, and if any auditor shall die, retire, or become unable	%
to act, the vacancy shall be filled up forthwith by a special meeting of the company, to be convened for that purpose; and until such racancy be supplieX the surviving or continuing auditor (if any), may execute the duties of this office.

38. Full and regular accounts of all the company's property, tmns- Accounts.

actions, and concerns, shall be duly kcpt and balanced half yearly: that is to say, in the moaths of January, and July, in each year;

and the balance-sheet of each half-year shall be regularly delivered

to the auditors, and, with the report thereon shall be produced at

the next meeting of the company.

39. When any judgment shall be given against, the manager of Sudgment againat manager to be deemed

such company as manager, such judgment shall be deemed to be judgment

againat

a judgment against the company, and all the assets and property of company.

the company shall (subject to the provisions of this Act) be liable

in respect of such judgment.

publish in the Government Gazette an annual balance-shcct, certified balance-sheet. 40. The manager shall, in the month of January in each year, Manager to publiiah

by the auditors, and showing the full amount of the assets and

liabilities of the company.

@

41. The manager may, whenever he shall deem it necessary, make Calh usay be made

calls upon the ghareholders who have not paid up the full amount by manager.

of their shares as he may deem desirable, but only in accordance

with the terms of the prospectus.

42. No action shall lie against any shareholder in any company No action against shareholder except

registered under this Act in respect of any debt due by such corn- , t ,dt

pany, except at the suit of the manager, and then only for n sum

not exceeding the balame due by such shareholder in respect o f his

shares. W I

43. No shareholder in any company registered under this Act, %@of

shall be liable to contribute to the funds of any such company any larger sum than the difference between the amount of the capital represented by the shares held by such shareholder and the suma ~reviously paid to the funds of the company in respect of such

shares,

44, If

28" & 29" VICTOR~B, No. 13.

Directors or manager'

liable for certain 44. If the directors or manager, or any or either of them, shall

debta,	contract any debt or enter into any liability on the behalf of any
such company in excess of the sums of money in the hands or to the
credit of such company, or of such directors or manager, they shall be jointly and severally persmdly liable for the amount of such debt or liability.

Two companies may

join. .

45. Any two or more registered companies may amalgamate, in which case thc prospectus may bc amended at a special meeting of

the company convened for that purpose, and registered in manner

hereinafter provided for an amended prospectus.

46. Shares shall be tranef~rrecl by endorsement in writing, signed

by the transferor and transferee, a d attested by at least one witness, and no transfcr shall bc completc until notice of such transfcr be

given to and entered by the manager, who shall be~paicl. the sum of

Two Shillings a id Sixpence for each transfer, nor until the manager shall have given notice to the Registrar of Joiilt Stock Companies of such transfer, ancl the rnnnager is llcrchy required to girc such notice within seven days, and to pay to the said ltegistrar the sum of Two Shillings and Sixpence for each transfer, and the said Registrar is hereby required forthwith to enter such transferee in the list of

shareholders in the place of such trnnsferor, and in the event of

any company bcing unablc to meet its engagements, and such transferee being unable to pay any sums that map be due to the company in resptwt of such shares, the transferor shall be liable to pay any sums during the period of one calendar month after such transfer being made by the lnnnager and noted by thc ltegistrar, and after the expiration of the said period of one calcndar month the liability of any such transferor in respect of any'snch shares shall entirely cease.

Forfeiture of &area. 47. In case any shareholder shall refuse or neglect to pay any

instalment or call due in respcct of his or her shares, with the interest

at twelve and a-half per cent. per ailnun1 payable thereon, and shall

continue in such default for space of three calendar months after the day appointed for payment of such instalment or call, it shall be lawful for the directors to declare any share in respect of which such instalnient, call, or interest, or any part thereof shall then be unpaid, to be forfcitcd, and the same shall be forfeited accordingly,

and such forfeiture may be waived by 'the directors at any time within three calendar months from the date of the forfeiture, and

notwithstanding such forfeiture, the directors may sue for and con~pel

the payment of any such instalment, call, or interest, or all of them.

Podeitad ~ha~es, how 48. I t shall be lawful for the director8 either to retain and keep

dim-	of.	on foot, or cancel and extinguish, or to sell for the benefit of the company any share forfeited to the company, and by deed executed by m y two directors and the manager to transfer any share so sold
to the purchaser thereof.

49. It shall be sufficient notice to any shareholder if the same be shareholder and Service of notice on

left for him or transmitted through the post office, prepaid and company.

addressed to him at the address appearing in the register of share-

holders, and it shall be suflicierit notice to any company if the same

sllall be left for such company at thc rcgktered office of such

company, provided the prospectus of the company does not contain

some othcr special form of notice in one or morc of the public ac.cvs-

papers of the said Province.

50. The ordinary general mectings of the company shall be held o""av medings.

at least t6ice in each year, in the months of January and July,

and at such time and placc as thc directors may appoint.

5 1. Seven days' notice at the least, specifying the time and $ace Notice of business

of meeting, and the purpose for which such meeting is to be held, to be given.

shall be given by -notice in two newspapers at least, pddislierl in Adelaide; and no business shall be transacted at any meeting, othcr

than that mentioned in such notice.

52. At every meeting of the company the chairman of thc C h a i r m a n ~ f d i ~ c t ~ r " to prcsidc at mecting

directoi:~ s M 1 take the chair, but if he shall be absent or unwilling to act, then any othcr director who may bc present ancl willing; and if there shall be no director present and willing, then a shareholder shall be clectcd by the meeting, and shall thereupon take the chair.

be entered in a book to be kept for that purposc, and shall be signed ings to bc kept. 53. Correct minutes of all thc proceedings of cvery meeting shall Minutes of all meet-

by the chairman of the meeting.

54. A special meeting shall be held whcnevcr thc directors shall Special meetings.

so resolve; and also whenever one-tenth of the total number of the registered shareholders, such tenth not being lcss than five, and holding in the aggregate one-fourth or more of the Ootill number of	the shares, shall give to thc managcr a written requisition to that	effect, on such day, and at such hour, and convenient place as the
directors may think fit; and such rneetiuy shall be held within fourteen days of the receipt of such requisition, and the same notice shall be given, as in the case of ordinary meetings, and if the direc- tors shall fail to call or hold such mccting, then the shareholders
may convene such meeting in manner aforesaid.

$5. Any general or special meeting may be adjourned either by meeting. Adjoummentof

resolution of the mcet in~ or, in default thereof or subject thereto, 6'. by the chairman, to any time and placc to be appointed; the period during which such meeting is adjourned being not less than ten days; and notice of siich adjournment shall be given in at least two newspapers publislled in Adelaide, but no adjourned meeting shall be competent to trausact any business not appointed for t l ~ e

original meeting.

$6. No special or general meeting of shareholders shall be corn- Numlcr of share- holders to bc present

petent at meeting. _ _ _ .- a

Q / ----"

28" & 29" VICTORIB, No. 13.

Miners Act.-1 86 5.

- -- --

petent to transact business, unless at least one-tcnth, not being less

than five of the registered shareholders, shall be present at one time, and within one hour of the time appointed for the holding of such

meeting; and if such number of shareholders shall not be present

as aforesaid, the meeting shall stand adjourned from day to day

(Sunday not being reckoned), at the same hour and place, until such number shall attend, and a meeting is constituted; but no meeting once duly coiistituted as hereinbrfore provided, shall be rendered incompetent to transact business by reason of the

departure of any shareholder after the chair shall have been taken. 9

Powers of general 57. Subject to the provisions of this Act, any general meeting is

moeting. competent to do any of the following things-

To elect or rerrlove any director, auditor, or any person (except

the manager), in the service or employ of the company:

To declare dividends, and to consider and deal with the accounts

and report presented by the directors, auditors, and manager,

'ip the ordinary course of their duties:

To compel the production of any book, paper, deed, or document,

the property of the con~pany : *

To vote the remuneration of the directors or auditors:

To receive and consider the report of any committee appointed to

inqvire specially into any matter: li.

To revise or confirm, or reverse, or otherwise deal with any act

of the directors:

To consider and deal with any other matter or thing affecting the

interests of, or relating to the affairs of the company or any

shareholders, and not specially providcd for by this Act or

Power of epccial the prospectus, or which may arise upon the transaction of of the aforesaid business, or any part thereof.

mesting. 58. Any special meeting is empowered, subject to the provisions

of this Act, to do any of the following things-

To authorize the directors to borrow any sum or sums of money on mortgage or charge of the property of the company, or the bonds, debentures, loans, notes, or promissory notes of the company, or partly on some and partly on others of such securities, or any other securities which may be available,

and which the meeting may approve:

To direct that the company be dissolved or wound up:

To amalgainate with any other company:

To amend, add to, or repeal any of the provisions of the prospectus:

Provided that no such alteration shall have any effect until,

the same a hall have been cluly registe~ed, for which the sum

28" ISt 29" VICTORIB, No. 18. 49

of One Pound One Sldling shall be paid to the registrar of joint stock companies, who is hereby authorized to rcgistcr such amended prospectus:

To excrcise all powers and do r,ll acts wllich any gcnerd meeting

is authorized to do.

59. Every shareholder who shall be duly rcgistpred as the holder Sbareholderil may

of n sharc, and ~vlio has paid all money due in rcspect of such sharc, YOte.

shall be qualified to vote at any meeting, ancl the scale of voting shall be fixed by the prospectus, and if the scale of voting shall not be fixed by the prospectus, then the following shall be the scale :-

One to three shares incli~sive. one vote

Four to six shares inclusive	.	two votes
Sevcn to ten shares inclusive	.	three votes

J';lcvcn to fifteen sllares incZusiw . four votes

Sixteen to twenty-fire shares inclusive five votes

Twenty-six to fifty shares inclusive . six votes

and an additional votc for cach t wcnty-five shares above tlle number of fifty shares: l'rovided that no one person s l i d bc cntitlcd to more than twenty votes.

60. When any share is registcrcd in the name of two or more shareholder whose namo appears first on

persons, the shareholcler whose name stands first in the register of 1. 1st to vote.

shareholders shall, for the purposes of voting at any meeting, bc

deemed the sole owner of such share.

majority of the shareholdcrs present either personally or by prosy, 6 1. At any meeting, all questions shall be determined by the tg?cgp majority

cach shareholder being cntitled to \rote in ncco~dnncc with clause 60

of this Act or the prospectus, provided that all proxies shall be in

writing.

62. If, at any meeting of the company, the directors shall report Dividenas-

that, after providing for a11 claims against the company, there remains a surplus of clear net profits made by the company's pro- perty applicable for a dividend, the meeting may declare n dividend to the extent of such surplus, or to any 1c.s~ extent, and such divi-

dend shall thereupon be paid by the directors to the respective

shareholders in proportion to their respective shares, but subject to the retaining of any debts or claims due from or subsisting against the respective shareholders to or on the part of the company.

63. No dividend shall be paid to any person not on the registered NO dividend payable

list of shareholders, and all dividends payable in resprct of any BhachO1derw	except to regiatcrcd
share which, at the time of the dividend being declared shall have
no registered holder, claiming the same, sh11 accumulate for .
aud be paid to any person becoming entitled to, and being re- gistered in respect of such share, and all dividends unclaimed for

six

280 & 290 VICTORIIZE, No, 13.

--

six months after having been declared shall be invested for the

benefit of the person cutitled thercto.

Direohm to pay

dividond when com-	64. If the directors of any registered company shall make or pay or any divided the payment of which would to their knowledge
pany insolvent.	any dividend when the company is known to them to be insolvent, -
render the company insolvent, they shall be jointly and sex-erally
liable to all the Jebts of tlic company then existing, and for a11 that shall be thence after contracted so long as they shall respectively continue in office: Yrovicled that if any of the clirecto~:~ shall be absent at the time of making such dividehd, or shall object thereto and shall deposit such objection in writing with the manager, within seven days, any such director shall be exempted from the &id liability.
Company to be wound
up when three-fourths	6 5, Whenever, on taking the half-yearly account of any registered that three-fourths of the actual capital of such conlpany has been
of actual capital is	company, or by any report of the auditors thcreof, it shall appear
lost.

a. I

lost, the trading or business of suchAcompany shall be carried on for

the sole purpose of minding up its affairs; and the directors aud

managcr shall forthwith take proper steps for the dissolution of such company and the minding up of its aff'airs, and in dekult of so doing, thc directors shall be liable to the same penalty as for the payment of a dividend when the company is insolvent.

Winding up, 66. When it shall be necessa1.y to wind np the affairs of any

company, the directors shall make sale and dispose of all the rcal

and personal estate and effects of the c0111pa11y by public auction,

or private contract, or partly in one moclc and parily in tllc other, and subject to such conditions and stipulations, and in such manner,

as they shall deem expedient, and cithcr togethcr or in parcels; and

the receipts of such directors, or of any two of them, and of the manager, sllall effectually discharge purchasers and othcrs frvm all

liability as to the application of the money, in such receipts expressed

to be received; and the said directors shall stand possessed of thc

moneys to arise from the sale of-such rcal and personal estate and

effects upon the following trusts :-

To pay all costs and expenses incidental to the dissolution and

winding up of thc affairs of such company:

To pay the debts of the company in full, if such nmneys will admit;

and if there shall not be	sufficient sum to pay suchdebts in
full, then-

To pay one and the largest uniform rate of dividend to the creditors

as the moueys will allow:

And, lastly, to divide any surpIos that may be found after payment

in full of all the abovc-mentioned debts of the companv,

amongst the shares held by such shareholdem, and subjebt

to the provisions of this Act, as to the payment cf other

dividends.

." 67, All

280 & 290 VICTORIB, No. 13. $1

67. All pecuniary penalties imposed by this Act may be recovered F ? ! $ ; ' ' how

in a sunimary way before any Special Magistrate, or two or more

Justices of the Peace,

68. All moneys received for penalties imposed for offences against A~pro~rintion of

this Act shall be paid to the Treasurer on behalf of Her Majesty pcnaltles.

Her heirs and successors for the public uses of the said Province,

and in support of the Govcrilnicnt thereof.

In the name and on behalf of the Quccn I hereby assent to

this Act,

D, DALY, Governor.

2 9 & 29" VICTORIB, KO. 13.

SCHEDULES REFERRED TO.

1. The name or title of the company and its purpose.

2. The proposed place of business of the company.

. 3. The amount of the intended nominal, if any, and actual capital of the com-

pany, and how divided,

4. The names and address of the promoters of the company.

6. The proposed duration of the company.

B

1, , Registrar of Joint Stack Companies, for the pur-

poses of the Miners' Act of 1864, do hereby certify that (	\
is registered under the provisions of the said Act.

Number Of Nominal I Amount Total amount

Name of Address of shares held called up, but unpaid on each

va,,,e each p, i A d ~ ~, " & h

Shareholder. Shareholder. by each unpaid, share and due

Shareholder. on each share. to the Company

D

I, the holder of t*hhe within allotment of shares in the '

Company, assign all my right and title to

Witness-

J, the above named assignee of the allotment of shares In the company, bind myself to all the conditions of the original allotment, and the prospectus of the company.

Witness-

Adelaide : Pridled, by authozity, by W. C. Cox, Government Printer, Victoria-aquace.