Mining Companies Act 1888 (WA)

Natant Rurtratia.

ANNO QUINQUAGESI.M0 PRIMO

VICTORIA: REGINIEO

ale**Vf***********:!*

No. XXXII.

AN ACT for the Incorporation and Winding

up of Mining Companies.

[ Assented to, 19th April, 1888. ]

BE it enacted by His Excellency the Governor of Western	Preamble.
Australia and its Dependencies, by and with the advice and consent of the Legislative Council thereof, as follows:-

THIS Act shall be called and may be cited as " The Mining Companies Act, 1888," and is divided into Parts as follows:

Title of Act.

Part I.—Constitution of Companies.

Part IL—Winding up.

Part M.—Prepayment Companies.

Part IV.—No-liability Companies.

Part V.—Miscellaneous.

Part VI.—Offences.

2. NOTWITHSTANDING any Statute or Ordinance to the Joint Stook Com-

contrary, any company association or partnership formed for mining panes Acts not to

purposes may be formed and may carry on any mining business apply.

that has for its object the acquisition of gain to such company

51' VICTORVE, No. 32.

The Mining Companies Act, 1888.

association or partnership, or to the individual members thereof;

without being registerecIas a company under any Statute.

3. THIS Act shall extend and apply only to companies formed

Application and

interpretation of

or to be formed for mining purposes. And in the construction and

Act.

interpretation of this Act the words and expressions following shall, unless there be anything in the context or subject matter incon- sistent therewith, have the respective meanings hereby assigned to them (that is to say):—The words "mining purposes " shall mean the purpose of obtaining any precious or other metal or mineral of any kind by any mode or method whatsoever whereby the soil or earth or any rock or stone may be disturbed removed carted carried washed sifted smelted refined crushed or otherwise dealt with for the purpose of obtaining such metal or mineral, whether such metal or mineral shall be the property of such company or of the Crown or of any other person whomsoever ; and the word " company " shall mean and include any partnership or co-adventure for mining purposes, and wherever mentioned in the First Part of this Act shall mean and include as well a company deemed to be incorporated under that Part as a company actually so incorporated; and the expression "under this Act" wherever occurring in such First Part shall mean "under the First Part of this Act; " and the word " court " shall mean the Local Court in and for the district in which the registered office of the company is situated, or such Local Court as may be appointed by the Governor in Council for the purposes of this Act ; and the word " district " shall mean such district as aforesaid, or such district as may be created or extended by the Governor in Council for the purposes of this Act ; and the word " judge " shall signify the judge or magistrate of such court ; and the word " clerk " shall signify the clerk of such court ; and the term " Gazette" shall mean the Government Gazette of Western Australia.

PART I.—CONSTITUTION OF COMPANIES.

1.—Registration, Incorporation, 8c.

4. ANY company formed for mining purposes previously to the

Mode of obtaining passing of this Act or which may hereafter be formed for such

registration. purposes, two-thirds of the shares in which in the latter case shall

have been subscribed for, may become incorporated under the provisions of this Part of this Act by obtaining registration as hereinafter mentioned. In order to obtain such registration there must be lodged in the office of the Registrar of Joint Stock Companies a memorandum signed by some person as the manager of such company which shall contain the several matters and may be in

First Schedule.

the form contained in the First Schedule hereto. The said memor-

51° VICTORLE, No. 32.

The _Vining Companies Act, 1888.

andum must be verified by a statutory declaration of the person so signing as manager containing the statements and made in the form in the said Schedule. Within fourteen days after the day of such lodgment a copy of the said memorandum and declaration shall be published in one or more than one newspaper circulating in the district within which the company's operations are being or to be carried on, and a like copy shall be forwarded to the office of the

Gazette for publication therein, and which, on the proper payment

being made therefor, shall accordingly be therein published. As soon after such publication as the same can be done copies of such newspapers and also of the said Gazette and of any rules proposed to be made by such company shall be forwarded to the office of the Registrar of Joint Stock Companies to be there retained and filed with the said memorandum.

5. book to be entitled " The Mining Companies' Register Book," and

THE Registrar of Joint Stock Companies shall keep a register on receipt by him of the said newspapers, Gazette copies, and copy sfock g8ompanies o

Registration

. in

of rules (if any) he shall enter the date of such receipt, and shall write and sign at the foot of; the copy of the memorandum so lodged the words " The above company was registered by me on the day of eighteen hundred and by the name of ' The company limited,'" and upon such writing being signed by the Registrar of Joint Stock Companies the said company shall be deemed to be registered under this Part of this Act.

as may thereafter from time to time become members of the company

'shall be a body corporate by the name contained in such memoran-

dum capable forthwith of exercising all the functions of an incor-

porated company, and having a perpetual succession and a common

seal with power to hold lands including mining interests under any

UPON such registration the persons whose names shall be

Incorporation of

contained in the said memorandum together with such other persons company. members to contribute to the assets of the company as provided in this Act.

EVERY company registered under this Part of this Act company is carried on the word " limited." If in any legal pro- ceeding the title of a company shall be wrongly stated such proceed- ing may be amended by a right statement of the title if there shall appear in such proceeding anything showing what is the right title, and if the court or judge thereof shall consider that no party to such proceeding would be prejudiced by such amend- ment.

Company to add

"limited."

7. shall add to the style and title under which the business of such

51° VICTORLE, No. 32.

The Mining Companies Act, 1888.

8. A CERTIFICATE in the form or to the effect in the Second

Certificate of Regis: Schedule to this Act purporting to be under the hand of the

trarof Joint Stock Registrar of Joint Stock Companies (who is hereby required toCompanies evidence

of registration. give such certificate to any person applying for the same on payment

Second Schedule, of one shilling), and which certificate shall describe the Gazette and newspapers and copy of the rules aforesaid, the Gazette and copy by their respective dates, and the newspapers by their respective names and dates, shall be conclusive evidence in all courts that the company has been duly registered under the provisions of this Act and of the time of its registration.

9. ANY copy of the Gazette described in such certificate as

be evidence of share-	Copies of Gazette to aforesaid shall be prima facie evidence that the persons named
holders. therein as shareholders in any such company are such share-

holders.

10. AFTER a company shall be registered all shares therein

Shares unsubscribed which from time to time shall remain unsubscribed for shall, until

for and transferred

to a company to be subscribed for, and all shares which may be transferred thereto as

its property. hereinafter provided for shall until re-issued be the property of the

company, and shall be registered in its name or in the name of a trustee appointed by it for the purpose ; but no liability shall attach to the company or to any such trustee in respect of any of such shares.

2.—Liability of Shareholders.

11.

EVERY person in whose name any share in a company shall, while it shall be so registered, be liable to contribute to the assets of the company for the purposes thereof, and for its debts liabilities and obligations and for adjusting the rights of the share- holders amongst themselves to the amount from time to time remaining unpaid on such share, but not further or otherwise save in respect of any additional liability which may be incurred under section forty-two hereof : Provided however that no contribution in the form of a call shall exceed the amount fixed for calls by the rules of the company.

holders.

Liability of share- shall be registered in the register of members hereinafter mentioned

3.—Registered Office.

EVERY such company shall have an office which shall be carried on for not fewer than four hours on some days not to be fewer than two hi each week to be fixed by the rules of the company, and service of any notice or legal process shall be deemed to be good

12.

Company to have	accessible to the public while the business of the company is being
office.

Service of noticesservice on the company if enclosed in a registered letter addressed to &e., upon company: the manager of such company at such office, or if left thereat with

51° VICTORDE, No. 32.

The Mining Companies Act, 1888.

any person in charge of the same or delivered to the manager or

clerk personally.

IF a company having ceased to carry on business shall have published in the Gazette, and such publication shall be deemed business and noof

no registered office or manager any such notice or process may be Lt tsosnajor

service upon the company.

office.

13.

NOTICE under the common seal, and signed by two or more of the directors of a company of the situation of its registered office

of registered

14.

office.

office, and also, immediately after any change of such office, of such change, shall be filed with, and registered by, the Registrar of, Joint Stock Companies, who shall enter the same at the foot of the registry of the said company in the Mining Companies' Register

-book. A copy of every such notice shall be published in the

Gazette, and until after such publication as to the original situation

of the office the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office, and until after such publication as to a change of the office the office previously existing shall be deemed to be the office of the company.

4. —Manager.

THE manager who shall have signed such memorandum shall continue after the incorporation of the company in respect of Ft	manager	oger	to
oraat	en .

15.

which he shall have signed it, and until a new manager shall be continue	o p
regularly appointed to be the manager thereof.

16. A NOTICE similar to and sealed*in like manner as that

and such notice as to the manager shall be dealt with, and copies thereof published, in like manner as is directed in the case of notices as to the registered office.

liereinbefore directed to be filed of the situation and of any change R°fice of manager.

of the registered office must be filed with the Registrar of Joint

17.

IT shall be the duty of the manager for the time being to Manager's duty to

odge

aso

file both such notices and publish such copies.

Office

and mana

ger.

THE- manager of every company shall be present at the

registered office of his company by himself or his agent or clerk

on every day while the business of the company is being carried open to the public.

on, on the days and at the hours on and at which the registered

office is to be accessible to the public as in the twelfth section

mentioned.

tut aagte rot eb w

e nee-

18.

51° VICTORLE, No. 32.

The Mining Companies Act, 1888.

19. EVERY contract made by the manager for the time being of

Certain contracts

made by the man-	a company for the purchase of goods or the performance of work and
ager to be binding	the supply of the materials for the same to an amount in the
on the company
though not under	aggregate not exceeding fifty pounds for the purposes of the company
seal.	shall be binding upon the company and upon the assets thereof, and such assets may be seized and sold in execution in any action against such company upon any such contract ; but no such contract shall be binding upon the manager himself.

20. IF a company shall cease to carry on business without

On cessation of busi-

ness without wind-	being wound up, the manager shall not be entitled to recover more
ing um manager to	than three months salary from the date of the last meeting of the
have three months
salary only.	directors or shareholders, unless his services shall be retained for a longer period by some special agreement or by a resolution of the directors or of the company.

21. AT the expiration of six months from the time at which a

Time at which

manager shall de-	company shall have ceased to carry on business without being wound
posit books &c. with	up, the manager shall deposit with the master the register of share-
the master.	holders in, and all other books and documents belonging to, the company in his possession or under his control, and the said master shall receive and give a receipt therefor: Provided that the court or judge may, if it shall appear reasonable to do so, extend the time for such further time as shall be thought fit.

5.—Directors.

IF previously to the incorporation of a company the num- ber of, and the persons who are to be, the directors thereof shall not have been determined the company shall, at an extraordinary meet- ing to be called as hereinafter provided as soon as may be after its incorporation, determine by a majority of shareholders there present in person or by proxy such number and persons, and shall also by such majority determine so far as shall not be provided by rules theretofore made, or made at the said meeting, the mode of election of future directors, the qualifications powers term of office and mode of retirement of directors, and the number of them who are to form a quorum, and may by such majority continue the then existing manager in his office, or appoint another in his stead, and the directors so determined upon shall have the custody and use of the common seal, and shall carry on and transact the business and affairs of the company, and shall, until their successors shall be appointed, continue to be such directors, and none of such directors shall be or continue to be directors of any company or companies working or holding ground abutting on or next to the company or companies which may be engaged in litigation with the company of which they were first appointed directors.

22.

E lection of directors.

51° VICTORIZE, No. 32.

The Mining Companies Act, 1888.

23.

WITHIN one week previously to the day for holding

a general meeting of a company the directors thereof shall lodge in Directors' reports'

the company's office, for the inspection of the shareholders in and

creditors of, the company, a full and true report, and, as far as may

be, up to the day of the framing thereof, of the state and prospects

and of the assets and liabilities of the company, together with any

other matter which by any rules of the company they shall be bound

to set forth in reports to be made by them.

6.— Transfers.

24. NO share in a company under this Part of this Act shall shares not to

unless the whole amount of such share be fully paid up be trans- transferred when ferred in any such company after the presenting of a petition for the emnParq is beingwound up. winding up thereof unless such petition shall have been dismissed or

proceedings thereunder stayed altogether.

25. SAVE as hereinafter mentioned no such share shall be Name of transferee

deemed to be transferred unless and until the name of the transferee to be entered on

be entered as such transferee in the register of shareholders.

WHEN any person shall produce to, and leave with, the manager of a company any scrip certificate thereof upon which shall

Lnt eenrtexin

edwby atthe

26.

be written a blank form of transfer of a share represented thereby, case:

signed by the person whose name shall then appear on the register of

shareholders as the holder of the said share, and shall name to the

manager as transferee thereof, either himself or some person for

whom he shall be authorized by a writing, to be produced to, and

left with, the manager, to act as agent, the manager shall give to

such person a receipt for such scrip signed by him as manager, dated

of the day upon which it shall be given, describing by its number

and otherwise as may be, the share represented by the scrip, and

setting forth that the scrip has been left with him for the purpose of

transferring the said share from the person in whose name it shall so

appear on the register as aforesaid to the person named to the

manager as the transferee, and shall within seven days from such

clay, if no call shall be due on the share, enter in the register of

shareholders the name of the person so named to him as transferee ;

and shall thereafter, when required, deliver to such person, or to his

agent for him, a new scrip for the share so transferred filled up with

the name of the person who shall then be the transferee.

27. IF the manager shall not make the entry in the register as

and when he is in the preceding section required, the said receipt °1 d

ee fa1;1 of lir a-

shall, after the lapse of the said seven days, entitle the person thereby title toeshare.

named as the intended transferee of the share to be deemed the transferee thereof, and he shall be entitled to apply to the court or

510 VICTORI1E, No. 32.

The Mining Companies Act, 1888.

the judge thereof, under the provisions hereinafter contained, for an order directing the manager to duly enter in the register the trans- fer of the said share.

23. IF any person being a shareholder in any such company

Trust on fraudulent shall with the view of evading the liabilities incident to his sharetransfer incapable of being enforced. transfer the same upon some trust or understanding under or accord-

ing to which he is to be entitled at any future time to have retrans-

ferred to him, or to resume the ownership of, or to have any interest in such share, such person shall be disabled from enforcing in any court any trust for him in such share.

ferred to theShares may be trans- company may transfer the same to the company, and on production

29.

ANY person desirous of freeing himself from a share in a

company. to the_ manager by him or his agent authorized in writing of the

scrip representing the share to be transferred whereon shall be writ- ten a transfer of the share to the company signed by the person who shall then appear on the register of shareholders as the holder of the share, and if the person producing the scrip be an agent, on produc- tion of and leaving with the manager his authority, the manager shall on being requested by the person producing the scrip to accept a transfer of the share for the company, give to such person a receipt of the like import to that mentioned in the twenty-sixth section hereof, save that it shall name the company as the transferee, and shall within seven days from the day of the date of the receipt, if no call shall be due on the share, enter in the register of shareholders the name of the company or of some trustee on its behalf as the transferee thereof.

On default of niana. and when he is in the preceding section required, the said receiptger receipt to be

30.

IF the manager shall not make the entry in the register as

proof of transfer. shall, after the lapse of the said seven days, be conclusive evidence

that the share has been transferred to the company, and thenceforth the person by whom, or on whose behalf the transfer was required, shall be freed from the share, and all liability thereon.

7.—Register of Shareholders.

31.

THE shares in a company shall be numbered in consecutive order, and the manager shall keep or cause to be kept in a book appropriated to the purpose a register of the shareholders in the company, and there shall be entered therein the particulars following :—

holders.

(i.) The names and addresses, and, if known, the occupations

of the shareholders in the company :

(2.) The shares held by each shareholder distinguishing each

share by its number and the amount paid or (if any)

51° VICTORIA:, No. 32.

The Mining Companies Act, 1888.

agreed to be considered as paid on the shares of each

shareholder :

(3.) The date at which the name of any person was entered in the register as a member, and the date at which any person ceased to be a member.

32. SUCH register shall at all times be open free of charge for

the inspection of creditors or shareholders and shall be prima facie Register to be o en to evidence of the truth of all matters therein contained which are by tletrVaarlIt Lire'

prinui facie evidence

this Act required or authorized to be inserted therein.

of matters therein.

ON the application to the court or the judge thereof of any shareholder of the company, or of the company, or any person Rectification of

claiming to be interested as transferor or transferee of a share, complaining that the name of any person is, or remains, improperly entered in, or omitted from, the register, the court or judge shall decide the question, and, if it shall be right so to do, direct that the register shall be rectified accordingly, and to that end may order the manager to enter any person as transferee of a share, and give to such person the proper scrip, and may make such other order, and as to costs as shall be just. The court may on such application decide on any question relating to the title of any party thereto to have his name entered in or omitted from the register, whether such question shall arise between two or more shareholders or alleged shareholders, or between any such shareholders and the company, and generally may decide any question necessary or expedient to decide for the rectifica- tion of the register.

33.

8.—Books of Account.

34.

THE manager of a company shall keep true accounts of the

Books of account to

monetary affairs and transactions thereof.

be kept.

THE directors of a company shall cause an half-yearly state- ment of such affairs and transactions to be made, and a printed ll	taeaa	lft-sy.early state-
copy of such half-yearly statement shall he forthwith served upon the Registrar of Joint Stock Companies accompanied by a statutory declaration verifying the same. No book or document belonging to a company shall be liable to be seized in execution for any debt, or, except as herein provided, to be taken under any judgment decree or order of any court out of the control of such company, and the Registrar of Joint Stock Companies is hereby empowered to prescribe from time to time the form in which the books of account and half- yearly statement of every company shall be kept, and the directors shall keep such books and prepare such statement according to the form so prescribed.

35.

51° VICTORLE, No. 32.

The Mining Companies Act, 1888.

36. BOOKS of account"' and such statement verified by the

Books to be open to statutory declaration of the manager, and also the reports of the

inspection.

directors as hereinbefore directed to be made, shall, during office hours, be open to the inspection of the shareholders in, and creditors of, the company ; Provided that for the inspection of any such accounts or statement there shall be paid one shilling to the manager for the benefit of the company.

37. A COPY of any such statement or of such accounts shall,

Copy of statement within two days after service upon the manager of a notice in writing

and accounts to be by any creditor of, or shareholder in, the company of which he shallfurnished.

be manager requesting the same, be furnished by him to the person so requesting, provided that at the time of the service of the notice the sum of Ten shillings be paid to him for each of the said copies as shall be required. The accounts, a copy of which is to be furnished, may be limited at the manager's discretion to three months ending with the day of the service of the notice. Every copy furnished under this section must be certified by the manager as true and be signed by him.

9.— Contracts.

38. CONTRACTS on behalf of any company may be made

Contracts how

made varied or

varied or discharged as follows (that is to say) :—

discharged.

(I.)

Any contract which if made between private persons would be by law required to be in writing under seal may be made varied or discharged in the name and on behalf of the company in writing under the common seal of the company.

(2.) 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 may be made varied or discharged in the name and on behalf of the company in writing signed by the manager or by any person acting under the express or implied authority of the company.

(s.) Any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing may be made varied or discharged by parol in the name and on behalf of the company by the manager or by any person acting under the express or implied authority of the company.

10.—Extraordi2zau Meetings.

Extraordinary

39.

AN extraordinary meeting of a company shall be convened

meetings.

by inserting in the Gazette and in a newspaper published in Perth,

51° ITICTORIIE, No. 32.

The Mining Companies Act, 1888.

in two numbers thereof, in each of two consecutive weeks, and in a newspaper circulating in the locality wherein the registered office of the company shall be situated in one number thereof, in each of the same weeks, a notice signed by the manager of the company that on some day to be named therein not to be earlier than fourteen days after the day of the first of the said insertions, and at the hour and place to be therein stated such meeting will be held; and such notice shall specify the nature of the business to be transacted, and such meeting shall not have power to transact any business other than that of which such notice shall have been so given and every such notice so given shall be sufficient without any other notice whatsoever any rule of law or of the company to the con- trary notwithstanding. The manager shall post a written notice of such meeting outside the door of the registered office.

40. WHERE by the instrument or deed of association or the Extra

rules of a company it shall be, or is provided that an extraordinary ing. trli)erndinmaarYnain

geeret.

meeting of shareholders may or shall be convened by the directors refuses to convene.

or manager on being requested to do so by the holders of a specified

number of shares in the company, if, for five days after such request,

the directors or manager as the case may be shall refuse or neglect

to convene such meeting, the shareholders requesting such meeting

to be called or the majority of them may sign all such notices and

do all such acts as shall under such instrument or rules be necessary

for the purposes of convening an extraordinary meeting of share-

holders of such company ; and any such meeting so convened shall

have the same power in every respect as if such meeting had been

convened by such manager in the manner directed by any such

instrument or rules.

41. IN the absence of any rule to the contrary every shareholder Voting by proxy.

fnay vote at any meeting of the company by proxy given by a writing signed by such shareholder, but every such proxy shall be a proxy given for a special purpose, but may if the meeting be an extra- ordinary one be given for any one or more of the purposes for which such meeting shall have been convened.

11.—Increase of Capital.

42. ANY company may, after the final call has been made, with capital may be

the sanction, given at an extraordinary meeting thereof, of a majority increased.

consisting of not less than two-thirds in number and value of the

shareholders in such company in person or by proxy, from time to

time increase its capital by increasing the amount payable in respect

of each share, or by the issue of new shares, or by both of these

means, every such increase to be in the case of new shares of such

amount and to be divided into shares of such respective amounts as

such majority shall direct.

51° VICTORIA No. 32.

The Mining Companies Act, 1888.

43. NOTICE of the resolution for the increase of capital, setting

Notice of the in- forth the mode and particulars of the increase, and headed with the

crease of capital.

name of the company, shall immediately after such meeting be inserted by the manager in the Gazette and in one or more than one newspaper, published in Perth, and one or more than one newspaper circulating in the neighbourhood of the registered office of the com- pany. Any such new shares shall not for the space of fourteen days after the latest of the said publications be open to the public but only to the shareholders in the company: such new shares may be made preference shares and may be issued upon such terms as such

Notice of increase	majority shall direct: a similar notice signed by the manager and by
of capital.	two at least of the directors of the company and in the form or to the effect directed by the Third Schedule to this Act, verified by the

Third Schedule. statutory declaration of the manager in the form contained in the

same schedule, shall be lodged with the Registrar of Joint Stock Companies within twenty-eight days from the time at which such in- crease shall have been resolved on, and such notice shall be filed by the Registrar of Joint Stock Companies with the memorandum origi- nally lodged by the company, and'shall, or a copy thereof purporting

Copy of notice evi- to be signed by the Registrar of Joint Stock Companies, be con- of capital was rightlydence that increase elusive evidence that such increase was legally and properly resolved

effected.

upon, and, as the case may be, of the increased amount of the shares

or of the number amount and nature of the new shares.

New capital to be

44.

ANY capital raised by the increase of capital shall, subject capital, and be subject to the same provisions with reference to the payment of calls or otherwise as if it had been part of such original capital.

deemed part of	to the provisions aforesaid, be considered as part of the original
original capital.

12.—Power to Borrow Money and to Mortgage.

ANY company may with the sanction of such majority money not exceeding such sum as such majority shall direct, and may secure the repayment thereof or of any sum previously borrowed or liability incurred by the directors of such company and interest thereon by a mortgage or bill of sale of the property of the company or any part thereof.

45.

Power to borrow

money and to	given at such meetims, as last aforesaid from time to time borrow
mortgage.

NO such mortgage or bill of sale shall have any effect Registrar of Joint Stock Companies, and all such mortgages and bills of sale affecting the same property shall have priority according to the respective times of registration and filing, and so soon as the same shall be sealed with the company's seal and registered shall bind the company whether any preliminaries hereby required shall have been observed or not.

ortgage and bill s ineffectual until unl.?.ss and until it shall have been registered or filed with the

46.

sale	a
registered.

51° VICTORI1E, No. 32.

The Mining Companies Act, 1888.

13.—Dividends Payable only out of Profits.

47. NO dividend shall be payable to the shareholders of any company except out of the profits arising from the business of such	Dividends payable
company. If any director of a company shall wilfully pay or permit	from profits only. Directors paying
to be paid any dividends otherwise than out of such profits, he shall	dividends otherwise
be liable to a penalty of not less than One hundred pounds nor	to be personally
exceeding Five hundred pounds, and in default of payment thereof	liable.
to imprisonment for a period of not under three nor over twelve months and shall also be liable to the creditors of the company for the amount of the debts due by the company to them respectively to the extent that the dividends so paid shall have exceeded the profits, and such amount may be recovered by the creditors or the liquidator suing on behalf of the creditors. If the whole shall be recovered from one director he may recover contri- bution against any other director who shall have also made or permitted such payment.

14.— Calls.

THE calls upon shares in every company shall be made in such time and manner as that they shall be payable on the second cans ctlo;l0 due on

48.

Wednesday in a month and on that day only, such day not to be ri7Zy mondtrdaY

under seven days from the day on which the call shall be made ; a

notice shall be printed on the face of each company's scrip stating

that that day is the day on which calls are payable. When a call

shall have been made, notice of the day when it will be payable and

of the place for payment thereof shall be published in the Gazette

and also in a daily newspaper published in Perth and in one or more

papers circulating in the locality wherein the registered office of

the company shall be situated.

WHEN a call shall have been made no subsequent call day when the call so made shall be payable.

shall be made until after the expiration of fourteen days from the Subsequent calls.

49.

THE amount of any call which for the time being may be when it shall be payable be deemed to be a debt due from the holder of such share to the company, and shall, provided proceedings for the purpose be commenced within fourteen days from that day, be recoverable, with interest thereon, and costs of suit, by the mana- ger, describing himself in any proceeding therefor as manager of the company to whom the call shall be due ; or provided the amount of such call shall not exceed Twenty pounds, payment thereof with such interest and costs may be enforced against the shareholder on the complaint of the manager, describing himself as aforesaid, before any two justices.

unpaid upon any share in a company shall from and after the day atii: calls recover-

50.

51° VICTORIIE, No. 32.

The Mining Companies Act, 1888.

IN any such proceeding it shall be sufficient to state in ings be against an executor or administrator of a deceased shareholder, that the shareholder was, at the time of his death, and his estate still is, indebted to the company in the sum due for the call, setting forth the day upon which the call was due, and in the sum claimed for interest thereon, and a resolution pur- porting to be a resolution of the directors of the company declaring a call to be due on that day appearing in the book in which such a resolution ought to be entered, or a copy of such resolution verified as being such by the statutory declaration of the manager whose signature or handwriting thereto it shall not be necessary to prove, shall be prima fade evidence that such call was duly made, and proof that the person taking such proceeding was at the commence- ment thereof acting as manager of the company shall be sufficient proof of his appointment as such: Provided that if, pending any such proceedings, the manager shall, by death resignation or other- wise, cease to be such, the name of the succeeding manager shall, on such evidence that he is the succeeding manager as the court before which the proceedings shall be pending shall think sufficient, be substituted in the proceedings for the name of the manager so ceasing, after which the character of the succeeding manager as such shall not be disputed and the proceedings shall be carried on in his name.

What to be stated

51.

and proved on suing	the plaint or summons that the defendant, or, if the proceed-
for calls.

52. ANY share upon which a call is due and payable shall, at

Forfeiture of shares

for non-payment of

the expiration of fourteen days after the day upon which it shall be

calls.

due and payable, be unpaid, shall thereupon be absolutely forfeited without any resolution of directors or other proceeding, provided that no proceeding for the recovery of the call shall during such fourteen days have been commenced. If any such proceeding shall be taken, and the amount of any judgment or order obtained thereon against the shareholder shall not within twenty-one days after such judgment or order shall be obtained be paid, or cannot within that time be levied out of any property of the shareholder, the share shall at the end of the said twenty-one days be absolutely forfeited with- out any such resolution or proceeding as aforesaid.

EVERY forfeited share shall be sold by public auction ad- and also in one or more papers circulating in the district wherein the registered office of the company shall be situated, not less than seven nor more than fourteen days before the day appointed for the sale, and the proceeds shall be applied in payment of the call due thereon, and of the expense of such advertisement, and any other expenses necessarily incurred in respect of the forfeiture, and, in case of any proceedings

53.

Forfeited shares	vertised in the Gazette and in a daily newspaper published in Perth,
be sold by auction.

or VICTORIAE, No. 32.

The Mining Companies Act, 1888.

having been taken for the recovery of the call, of all costs and ex- penses incurred against the shareholder in respect of such proceed- ings, and the balance (if any) shall be paid to him upon his delivering to the company the scrip representing such forfeited share.

NOTWITHSTANDING anything hereinbefore contained, any person, a share belonging to whom shall have been forfeited as felted shares.	Redemption of for.
aforesaid, shall be entitled, at any time up to or on the day previous to that upon which it is intended to sell the share, to redeem the said share by payment to the manager of all calls due thereon, and of all expenses incurred by the company in respect of the for- feiture, and of all costs and expenses of any such proceeding as aforesaid which may have been taken ; and upon such payment the
manager shall re-enter the name of such person in the register of
shareholders, and he shall thereupon be entitled to the share as if the forfeiture had not been incurred.

54.

55. ON the day previous to that on which a forfeited share is to _fa

be advertised for sale, the company's office shall be open during day before sale

ce to be open the

the hours for which, on days when it is by the rules of the company advertised.

to be open, it is by such rules to be kept open.

15.—Rules of Company.

56. THE majority in number and value of the shareholders in co mpany may make

any company may from time to time both before and after incor- rules.

poration make rescind and alter rules for the management and

purposes of the company not inconsistent with this Act; but if any

such rule shall be made or altered after incorporation it shall be

made or altered only at an extraordinary meeting of the share-

holders. A copy of every rule made rescinded or altered by a

company shall, immediately after the making rescinding or altering

thereof, be filed at the office of the Registrar of Joint Stock

Companies.

PART IL—WINDING UP.

TVAen and how Winding up is to be effected.

57. A COMPANY may be wound up by the court in any of when companies

the events following (that is to say) :—

may be wound up.

(i.) When at an extraordinary meeting of any such com- pany a majority in number and value of the share- holders therein shall have passed a resolution requiring the company to be so wound up :

510 VICTORIIE, No. 32.

The Mining Companies Act, 1888.

(2.) Where a company shall not have taken bond fide steps towards the commencement of its business within six months from the date of its incorporation or shall have suspended its business for the space of a whole year:

(3.) When the company is unable to pay its debts:

(4.) When a company has made a conveyance or assignment

of its property to a trustee or trustees for the benefit

of its creditors generally :

(s.) When a company has made a conveyance gift delivery or transfer of its property or of any part thereof with in- tent to defeat or delay its creditors:

(6.) 'When the court shall be of opinion that it is just and

equitable that the company should be wound up.

Company when un-

58.

A COMPANY under this Part of this Act shall be deemed When a creditor by assignment or otherwise to whom such company is indebted at law or in equity in a sum exceeding Fifty pounds then due, shall have served on the company a demand under his hand requiring the company to pay the sum so due ; and the company shall have for the space of six weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor :

able to pay its debts.

unable to pay its debts

(2.) When any execution or other process issued on a judg- ment decree or order in favour of any creditor in any action suit or other legalproceeding instituted by such creditor against a company shall be returned unsatis- fied either in, whole or in part :

(3)	When it shall be proved to the satisfaction of the court

that the company is unable to pay its debts.

59. ANY application for the winding up of a company shall be

Winding up to be by by petition addressed to the court by the company, or by one or more petition. than one shareholder therein, or creditor thereof, or by any of such

parties together, and such petition may be presented, ex parte, to the court, or the judge thereof: Provided that seven days previously to the presenting thereof a notice of the intention to present the same shall be served at the company's office.

A PETITION for winding up a company shall be intituled

Frame of petition. in the matter of this Act and of the company to which the petition

60.

shall relate, and shall set forth the character of the petitioner, whether company, shareholder, or creditor, and the event on the

510 VICTORLE, No. 32.

The Mining Companies Act, 1888.

alleged occurrence of which the winding up shall be sought, and, in case the winding up shall be sought on the ground mentioned in the sixth paragraph of the fifty-seventh section, the petition shall set forth the reasons for which the petitioner submits that it is just and equitable that the company should be wound up ; and the petition shall then pray that the company may be wound up, and shall be signed by the party presenting the same, and, if presented by a com- pany, be sealed with its seal. It shall, if presented by a company, be signed by, and verified by the affidavit of, the manager or a direc- tor thereof, and, if presented by any other person by his affidavit, or, if such other person be a creditor, by the affidavit of any person on his behalf who can depose to the facts.

61.

ON the presentation of the petition the court or judge may thereupon either grant or refuse the prayer thereof

, or may presentation.

orderorder that it shall be heard before the court on a day and at a place within its district to be named in the order. If the judge on such presentation shall make an order for winding up, he shall, as the part of the order, direct at what place of the sitting of his court the winding up proceedings are to be carried on, and shall direct such notice, and upon such parties of such proceedings to be served as he shall think fit. If on such presentation a hearing of the petition at a future day shall be ordered, the court or judge so ordering shall direct such notice of such hearing to be served upon such parties as it or he shall think right.

ON the coming on of any such hearing or on any adjourn- ment thereof, and on proof of such service of the said notice of lie

p ettorf the

hearing, as the court shall think sufficient, and on such further evidence (if any) as the court may require, and can be obtained in relation to the facts averred in the petition, the court may make such order as it shall think right, either for a winding up of the company, or for dismissal of the petition, or may, on sufficient cause therefor being shown, adjourn its decision conditionally or uncon- ditionally for any reasonable time, and may make such Order as to costs as it shall think just.

62.

63. EVERY winding up order shall appoint a day and place

Order to fir a day

for a general meeting of the creditors of the company, and shall be	and place for meet-
served on such parties and in such manner as the court shall	ing of creditors.
direct.

64. ANY such order may be in the form in the Fourth

be intituled as of the court, as in the form in the Schedule referred Fourth schedule.	Schedule hereto or to the like effect, and if made by a judge shall Form of order.
to.

51° VICTORI2E, No. 32.

The Mining Companies Act, 1888.

65.

WITHIN ten days after any such order shall have been made the petitioner shall advertise the same in one or more than one newspaper published in Perth, and in one or more than one news- paper circulating in the neighbourhood of the place where the regis- tered office of the company shall be situated.

Advertisement and

notice of order.

66. WHEN an order for winding up shall be made the wind-

Commencement of	ing up shall be deemed to have commenced at the time of the pre-
the winding up.	sentation of the petition therefor.

67. ON the making of any such order a copy thereof certified

Order to be filed with

company's memor-

and signed by the clerk shall be forwarded to the office of the

andum.

Registrar of Joint Stock Companies where it shall be filed with the

memorandum originally lodged by the company.

68. IMMEDIATELY upon the making of such order the

Property of company property of the company ordered to be wound up shall vest in the

shall vest in clerk.

clerk.

69. NO petition shall be presented by any creditor after the

No petition by credi-

lapse of one year from the time when his debt shall have been due

tor whose debt has and payable, or, if judgment shall have been obtained thereon, from

been due one year.

the time when such judgment shall have been obtained.

2.—Stay of previous, or of winding up, Proceedings.

Previous legal pro-

70.

AT any time after the presentation of a petition for the the company or of a creditor of, shareholder in, or 'contributory to it, restrain further proceedings in any action suit or proceeding against the company upon such terms as the court shall think fit, and after any such order shall have been made, rio suit action or other proceeding shall be continued or commenced without the leave of the court and subject to such terms as the court may impose.

ceedings may be	winding up of a company the court may, upon the application of
restrained.

71. THE court may at any time after the making of a winding

Winding up proceed -

ings may be stayed. up order, upon the application of any such creditor shareholder or

contributory, and upon being satisfied that the proceedings upon such order should be stayed, make an order staying the same, either altogether or for a limited time, on such terms as it shall think fit.

3.—Liquidator.

THE creditors of the company shall on the day and at the place appointed for their meeting by resolution appoint some fit per- son, whether a creditor or not, to be liquidator of the estate of the company at such remuneration (if any) as they may from time to

Appointment of

72.

liquidator.

51° VICTORII-E, No. 32.

The Mining Companies Act, 1888.

time determine ; and shall by resolution determine whether any and what security is to be given, and to whom, by the person so ap- pointed.

NO such appointment shall be effectual without the sanc- tion of the court, but the court may, upon the acceptance in writing s4igid.tittoni

retnoti:

73.

of office by the person so appointed, and upon being satisfied that auctioned by the

the requisite security (if any shall be required) has been given, make court.

an order confirming his appointment.

A LIQUIDATOR may resign his office, but only with the sanction of the court, and subject to such order as the court may	Liquidator may
think it right to make; and on such resignation the court shall make	resign his office.
such orders as may be necessary for the preservation and administra- tion of the estate of the company until a new liquidator shall be appointed. No such sanction of the court shall prevent a liquidator so resigning from being liable to account as such to any subsequent liquidator.

74.

75.

THE creditors may at any meeting by resolution remove the liquidator, and on the vacancy of the office of liquidator by any Appointment of suc-

cessor to liquidator

such removal, or by the resignation or death of a liquidator the removed resigning

creditors may, subject to such sanction and order of confirmation, &o.

and with such remuneration and upon the giving of such security as

aforesaid, appoint another person to fill the office so become

vacant.

76.

THE creditors may at any of their meetings vote by proxy

Creditors may vote

or in person.

by proxy or in person.

ANY successor to a liquidator shall during his continuance in office have all the powers, perform all the duties, and be subject	Powers and duties of
a succeeding liqui-
to all the responsibilities which his predecessor, if he had continued	dator.
in office, would have had, should have performed, and would have been liable to.

77.

ANY such successor may, after the confirmation of the order of his appointment, with the sanction of the court, adopt any Adoption

proceed

78.

proceedings then pending which may have been taken by his

isnagescesbsyor liquidator

predecessor in office, whether by suit action or otherwise, or may

with such sanction repudiate any such proceedings.

THE court shall have power, on the application of the company or any creditor thereof, or contributory as hereinafter

Remuneration

may

79.

described thereto, to make an order that the remuneration of the li

beciull

tlitho/d

a e

r from

the

liquidator shall be withheld in whole or in part if the court shall

think that by reason of his conduct such order would be proper.

51° VICTORI2E, No. 32.

The Mining Companies Act, 1888.

80. IMMEDIATELY upon the making of an order confirming

On confirmation of the appointment of a liquidator the property of the company orderedappointment of

liquidator company's to be wound up shall be divested out of the clerk and shall vest in property to vest in such liquidator, and on the making of an order confirming thehim.

appointment of any successor to him shall so far as it shall then

exist vest in such successor.

Manager &o. to lodge

81.

AFTER the making of any such order the court shall direct

liquidator.

documents with the or before a day named in the order, the register of the shareholders

in the company, and all books and documents and other property belonging or relating to the company in his possession or under his control, and shall make such order as against any other person in whose possession or under whose control such register or any such books or documents or other property may be, and such manager or other person shall, at the time of making such delivery, lodge with the liquidator a list of such books documents and property, with a statutory declaration subscribed thereto, made by such manager or other person, stating that there are no books or documents or other property belonging or relating to the company in his control other than those mentioned in the said list, and no manager director solicitor attorney or other person shall have any lien for salary costs or otherwise upon any of such books documents or property after any such order shall have been made.

Clerk of liquidator.

82.

THE liquidator may with the sanction of the court employ

any person to be his clerk to assist him in the winding up of any

company.

Liquidator and his

83.

EVERY liquidator and any such clerk employed by him

clerk to be officers	shall be deemed to be an officer of the court, and shall be amenable
of the court.	to the court as an officer thereof.

Liquidator to have

84.

THE liquidator shall have an office situate in such locality as the court, by the order confirming his appointment, shall direct as the most convenient place for the administration of the affairs of the company. He, or his clerk, shall attend daily at such office during the usual hours for business in such locality, and service during these hours at such office of any notice intended for the liquidator shall be good service upon him.

an office.

Liquidator to keep

85.

THE liquidator shall keep in the said office proper books of

accounts.	account of the assets and liabilities of such company, and of his
Books to be open to	receipts on account thereof, and of their disposal, and such books
inspection of share-	and all other books belonging or relating to the company in his
holderzandcreditors.
possession or under his control shall during such hours as aforesaid

51° VICTORIX, No. 32.

The Mining Companies Act, 1888.

be open every day during his acting in such winding up to the inspection of the shareholders in, and creditors of, and contributories, as hereinafter described, to the company, and on request by any such shareholder creditor or contributory and on payment of ten shillings the liquidator shall give to such shareholder creditor or contributory a copy signed and certified as true by him the said liquidator of the said accounts as existing at the time of such request.

86.

THE court may, on the application to it of any such share- holder creditor or contributory, order that the liquidator shall Liquidator to submit

to examination.

submit to an examination on oath before the court at any time which the court shall appoint by a barrister or attorney on behalf of such shareholder creditor or contributory, touching the said accounts, and he shall then answer such questions as may be asked of him subject to the control of the court, and the court shall on such examination make such order as it shall think the case requires, and also as to the costs of the examination as it shall think fit.

4.—Course to be pursued by Liquidator.

AS soon as may be after the making of the order confirm- ing the appointment of the liquidator he shall take possession of the	Liquidator to take
property of the company and shall with all reasonable speed sell	realize property.possession of and
such part of the same as shall not be money, by public auction or private contract, together or in parcels as shall be most prudent, and the proceeds of such sale or sales as also all other moneys received by him on account of the company he shall pay into some bank to be fixed upon by the court and stated in the order confirming his ap- pointment to the credit of an account to be intituled in the matter of the winding up of the company.

87.

THE liquidator shall also as soon as may be after the

making of such order collect, and, if necessary, sue for and recover, Liquidator to sue

by any of the modes by which the manager of the company might for °ans.

have done so, and which he is hereby empowered to do, all calls

which previously to the commencement of the wincing up may have

been made and shall be unpaid in respect of shares which shall not

have been forfeited, and any moneys received or recovered by him in

respect of such calls shall be paid into the bank and to the account

aforesaid. Section fifty-one of this Act shall apply to any proceeding

by the liquidator under this present section, the word "liquidator"

being, for the purpose of such application, substituted for the word

" manager."

88.

AFTER the making of any such order the court may direct that any bank banker or other person having in its or his hands any	Money in the hands
of others to be paid
money to which the company is prima facie entitled shall show cause	into a bank.

89.

510 VICTORT/E, No. 32.

The Mining Companies Act, 1888.

within such time as the court shall direct why such bank banker or other person should not forthwith, or within such time as the court shall direct, pay the same into the bank so fixed upon by the court as aforesaid to the said account.

THE court shall by its order confirming the appointment. company are to come in and prove their debts before the court, such day to be fixed so as to afford time for the notice thereof hereby required ; and the liquidator shall insert in one or more than one newspaper published in Perth and in one or more than one news- paper circulating in the district within which the company's registered office was situated in two consecutive numbers of such newspaper or, if more than one, of each of them, a notice of such day, the last of which insertions must be not less than twenty-one days previous thereto, and requiring the creditors to come in and prove their debts on the said day before the said court, and stating, as is hereby enacted, that any creditor not so coming in shall be excluded from the benefit of any distribution made before the debt of any such creditor shall be proved.

90.

Advertisement for

creditors to come	of the liquidator fix upon a day upon which the creditors of the
in and prove.

PROOF of a debt by affidavit shall be sufficient unless the company or any creditor of, shareholder in, or contributory to it, shall require further proof of such debt ; and any creditor share- holder or contributory may at any time, by notice to any person claiming to be a creditor of the company, require such person, whether he shall have previously given any proof of the debt claimed by him or not, to appear before the court on a day not under three days from the time of the service of the said notice, and prove in the ordinary course of law the debt so claimed by him ; and in default of his so appearing, or of proving to the satisfaction of the court the debt so claimed, or any part thereof, such debt, or such part thereof as shall not be so proved shall not be inserted in the statement in the ninety-third section mentioned, or, if inserted therein, shall be struck out by the court.

91.

Proof of debts by

affidavit.

5.— Contributories.

IF the assets of a company ordered to be wound up shall costs charges and expenses of the winding up, and of such sums as may be required for the adjustment amongst themselves of the rights of the contributories herein described, the following persons shall be liable to contribute to such assets, such persons being hereinafter called contributories to the company.

92.

Who are to be

not be sufficient for payment of its debts and liabilities and of the

.) The persons who at the time of the commencement of

the winding up shall be registered hi the register of

contributories.

51° VICTORIIE, No. 32.

The Mining Companies Act, 1888.

shareholders as holding shares in the company, and the amount of whose shares shall not have been fully paid up.

(2.) The real and personal representatives, in a due course of administration, of any shareholder who, if living, would have been a contributor.

(3.)	The assignee or trustee in bankruptcy or committee in

lunacy of any such shareholder in the representative

capacity of such assignee trustee or committee.

But no contribution shall be required from any contributory exceed- ing the amount unpaid on the share in respect of which the contribution shall be required.

S.—Statement of Assets—List of Contributories—Settling thereof,

and Proceedings thereunder.

93. AFTER the realization of the company's property, including

lie shall prepare a statement which shall show the assets of the and debts.

the recovery of such calls as the liquidator shall be able to recover, Statement of assets

company, distinguishing the sum or sums produced by the sale or sales of the company's property, arid also all other moneys received or recovered by him, or paid in on account of the company, and also showing from, and by whom, and on what account received or paid

in ; and also setting forth a list of the debts proved ; and, as far as

shall then be known, of the sums which may be required for the

adjustment of the rights of the contributories amongst themselves;

and, in case such assets shall not be sufficient to liquidate the debts

of the company and for payment of such sums as aforesaid, further

And list of contri-

stating what contribution per share, so far as the liability thereon butories.

will permit, will for those purposes be required from the contribu-

tories, and shall also in that case set forth a list of the contributories

of the said company with, annexed to the name of each contributory,

the number of shares held by him, and the sum to be paid in respect

of such shares. The contribution to be made shall be such a sum

upon each share (not exceeding the amount unpaid thereon) as, if

paid on every share, would be sufficient with the assets of the com-

pany to liquidate its debts.

94.

THE liquidator shall lodge such statement in his office, and

list e

immediately after the preparation thereof shall insert in one or more contr ibutories

neici

than one newspaper published in Perth, and in one or more than one iredirinquidatoes

newspaper circulating in the district in which the company's office neeewans pdap ePrusb. I" he'l

was situated, in two consecutive nnmbers of such newspaper, or, if

510 VICTORPE, No. 32.

The Mining Companies Act, 1888.

more than one, of each of them, a notice that such statement has been so lodged, and, in case such contributions as aforesaid shall be required, that a list of contributories is comprised in the said statement, and that on a day to be named in the said notice, not to. be under fourteen days from the last insertion thereof, the said list of contributories will be settled by the court, and that on that day or any day to which such settling shall be adjourned, any objections to the said list by any contributory or creditor will be heard and adjudicated upon by the court.

Settling of list of

96. UPON the day fixed for settling the list of contributories,

contributories.

or upon such other day to which such settling or the continuation thereof may be adjourned, and at which settling the liquidator shall be present, the court shall, after hearing any objections and answers to the list which may be urged, by the company or by any contribu- tory or creditor or by the liquidator, and on being satisfied that the contributions mentioned in such list will be necessary for the purposes aforesaid, settle such list, amending or altering the same if proper to do so, and with power on such settling to rectify the register of shareholders in all cases where such rectification is required for the purposes of justice.

Order on contribu-

96.

AFTER such list shall be settled the court shall make an order that the persons whose names shall be then thereon as con- tributories shall respectively pay the respective amounts which shall then be annexed to their names respectively, and such order shall be filed by the master.

tories to pay.

Notice of contribu-

97.

IMMEDIATELY after the making of the said *order the liquidator shall send by post in a prepaid letter to each contributory a notice of the sum to be paid by him, setting forth the respective numbers of the shares in respect of which contributions are due and the respective amounts of such contributions, and requiring such sum to be paid to him the said liquidator within twenty-one days after the insertion of the last of the said advertisements. Such notice shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post ; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office.

tories.

apply for removal of named as a contributory on , the said list may, on notice to the liqui-Contributory may

98, AT any time after the making of the said order any person

hisnamefromlist. dator, apply to the court or judge thereof that his name be removed

from the said list, or that he be rated at a sum less than that which by the said list he is charged with, and the court or judge shall thereupon make such order as shall be right, and in the latter case, if so ordered, the order for payment of contributions shall apply to such less sum.

51° VICTORIX, No. 32.

The Mining Companies Act, 1888.

THE order for payment of contributions shall as against each contributory personally liable have the same force and effect as Order to pay

inim-

99.

lent

a judgment of a small debts court or an order of justices as in the

small

llto an order of

debts

court

fiftieth section of this Act mentioned, and may after the lapse of the of justices.

said twenty-one days be enforced by the liquidator in his official

capacity in the same manner and by the same process as any judg-

ment of a small debts court or any such order of justices may be

enforced. If any such contributory shall be liable in a representa-

tive capacity the amount payable by him under the said order may

be recovered by the liquidator in the case of a real or personal repre-

sentative in a small debts court, and in the case of the assignee

or trustee of the estate of a bankrupt or person whose estate

is under liquidation, by proof thereof against such estate and obtain-

ing thereout in due course of law such amount or such dividends

thereon as can be obtained.

100. IN case the full amount of the said contributions cannot

be obtained, and the contributions ordered shall not have been to the Further contri-

full extent of the amount unpaid on the shares of the contributories, butions•

the liquidator shall prepare and lodge as aforesaid a further state- ment setting forth the amount of the debts of the company still remaining unpaid, the amount necessary for their payment, and for the payment of the other sums aforesaid, the names of the persons who are to contribute to that amount, and the sum to be contributed by each, and the same course as to advertising and settling the list of contributories in the last-mentioned statement shall be pursued as here- inbefore is directed in regard to the list in the first-mentioned state- ment ; and a corresponding order shall be made thereon with the like force and effect, and in like manner enforceable and recoverable, and a corresponding notice thereof given, and the person required to contribute may apply for a like order for removal of his name from such second list.

101. BEFORE settling any such second list of contributories

No contributory to

the court shall determine whether, and to what extent the sums	stand on second list
therein charged are necessary, having regard to the possibility or	except so far as for- mer contributories
otherwise of recovering from any of the contributories in the first list	unable to pay.
the contribution or contributions theretofore charged against him or them or any part thereof: And the court shall allow the names on such second list to stand for such sums only as shall be necessary, having regard to such possibility or otherwise; but may afterwards amend such list, by increasing the sums so allowed in case the inability to recover any contributions shall make the same necessary, and shall be shown to its satisfaction.

102. IN determining upon such possibility or otherwise the

court, in any case where the liquidator shall state that he has not proceed against a	when useless to
contributory.

51° VICTORIIE, No. 32.

The Mining Companies Act, 1888.

taken legal steps to enforce against any contributory the contribution ordered against him on the ground that such steps would be fruitless, may on such evidence being given of the truth of such statement as it shall think sufficient accept the same as proof of the impossi- bility of recovering such contribution, and act accordingly.

Liquidator may

103.

THE liquidator may prove in the matter of the bank-

prove in bankruptcy	ruptcy of any contributory any contribution ordered to be paid, or
of or administer	other debt due, by such contributory to the company, and receive
estates contributory.	dividends in respect thereof; and if necessary, in order to obtain payment out of the estate of any deceased contributory of any contribution ordered to be paid by him or of other debt due by his estate to the company, take out letters of administration to such con- tributory ; and bring any action or suit or take any other legal pro- ceeding and do any other act that may be necessary for the purpose of recovering such contribution or debt, or for obtaining payment of any moneys due to or recovering the estate and effects of the company from a contributory or his estate, or from any other person or his estate, and which cannot be conveniently done in the name of the company, in all which cases the moneys claimed by him shall for the purpose of enabling him to take such proceedings and recover such moneys be deemed to be due to himself, and may also with the sanction of the court defend any action suit or other legal proceeding.

Court may control

104.

THE court may on the application of the company or of

liquidator in any of	any contributory thereto or creditor thereof control the action of the
snob proceedings.	liquidator in any of the matters in the next preceding section authorized, and on such application make such order in respect of such matters as it shall think fit.

105. IN any action suit or other proceeding brought or taken

How liquidator des- by or against a liquidator he shall he described by his proper name

cribed in actions &c. followed by the words " liquidator of the company,"

inserting the name of the company in full.

7.—Plan of Distribution.

106. AFTER the property of the company shall be realized and

Plan of distribution.

the contributions required and obtainable be paid, the liquidator shall with the approval of the court prepare a schedule showing the realized amount of the assets including the contributions and the liabilities of the company, the amount of moneys available for the claims in the matter of the winding up, and the proposed plan of distribution thereof. Such schedule as regards the said distribution shall be as follows:

(l .) The costs charges and expenses incurred in the winding up as and to the extent which the court shall direct ...

s. d.

51° VICTORI±E, No. 32.

The Mining Companies Act, 1888.

(2.) The remuneration of the liquidator and of his

clerk (if any)

s. d.

(3.) Two weeks wages in full as a preferential claim over mortgages and all other debts of the company due to any laborers employed by the company in or about its mine, provided so much shall have been actually and bond

fide due when the winding up order was

made

(4.) Any rent which may be due by the company

at the commencement of the winding up not

•-•

£ s. d.

exceeding three months rent

•••

s. d.

(5.) The debts of the company as far as such moneys will extend having regard to any legal priority which may exist as amongst the said debts, and so far as there is no such legal priority the debts shall be paid pan

passzt including the balance of any rent due

after the payment of three months thereof

as above provided ...

£ s. d.

107. UPON the completion of the schedule the liquidator shall , .

publish in the Gazette a notice stating that the schedule is open in rsttr	iei?)„101)/1	11."1 of
his office for inspection by the contributors to and creditors of the company, and that the claims mentioned in the schedule will, after the lapse of fourteen days from the publication of the notice, be paid at the said office.

8.—Distribution of Szoplus.

108.

THE court shall adjust the rights of the contributors

amongst themselves, and distribute any surplus that may remain

Distribution of

surplus.

amongst the parties entitled thereto.

9.—Dissolution of Company.

109.

WHEN the winding up of a company shall be completed

Order

der dissolving the

the court shall make an order that the company shall be dissolved company.	e
from the day of the date of such order, and the company shall be dissolved accordingly, and by such order the court shall direct the manner in which the books and documents of the company axe to be disposed of.

10.—Voluntary Winding np.

110.

WHEN at an extraordinary meeting of a company, which

Voluntary winding

shall not then be in debt within the meaning of the fifty-eighth up.

section, two-thirds in number and value of the shareholders therein

or VICTORI}E, No. 32.

The Mining Companies Act, 1888.

shall have passed a resolution requiring the company to be volun- tarily wound up, the said company may be wound up, without resort to the court, and such majority shall thereupon by resolution determine the course to be pursued by the directors for the purpose, and the mode of disposal of any surplus of the company's property which may remain after the completion of the winding up ; and on such winding up being completed such company shall be and be deemed to be dissolved, and the books and documents thereof be disposed of as such majority shall direct.

PART III.—PREPAYMENT COMPANIES.

PrepaymentIn A COMPANY may be formed under this Act on a system

companies. to be called the " Prepayment System." In such a company no part

of its expenditure incurred at or previous to the time of making a call shall be paid out of the call; but some time before the com- mencement of each month the company shall make an estimate of the sum which will probably be required for its working expenses during 'such month, and which cannot be paid otherwise than by means of a call, and shall make a call of so much per share, not ex- ceeding the amount unpaid thereon, and not exceeding the amount of a call as fixed by the company's rules or deed of association, as shall be necessary for the payment of that sum or so much thereof as the calls available will be sufficient to meet. Notice of the call shall be published in the Gazette, in a daily newspaper published in Perth, and in one or more papers circulating in the locality wherein the registered office of the company shall be situated, and shall require payment thereof at the company's registered office on the day on which calls are by the First Part of this Act to be due which shall occtr next before the commencement of the said month, and the call shall from that day be a debt due by the shareholder to the company.

112. AN _ ' vector of such company who shall incur or

incurring extra	Liability of director authorize any exile diture in the business of the company beyond
unauthorisedwhat the sum realized by means of such call shall be sufficient to expenditure. meet, unless such extra expenditure shall be made out of money

borrowed with the sanction of au extraordinary meeting of the company, or out of profits, shall be personally liable for such expendi- ture, and neither the company nor its property shall be liable therefor.

113. SUBJECT as aforesaid and also to the following qualifi-

Application of Parts cations, Parts I. and II. of this Act shall, so far as they are capable

I. and II. to prepay- of being so, be applicable to prepayment companies:—

ment companies.

(i.) In the memorandum to be lodged with the Registrar of

Joint Stock Companies for the purpose of obtaining

51° VICTORI}E, No. 32.

The Mining Companies Act, 1888.

registration the expression " with prepayment" after the word " limited" shall be used, and there shall be added in the entry by the said Registrar of Joint Stock Companies in the Mining Register Book, as required by section five, and in all other cases, to the name of every such company the words " Limited with Prepayment."

(2.) For section nineteen shall, as regards such companies, be substituted the following section—" The manager for the time being of a prepayment company may make contracts on behalf of the company for the purchase of goods or the performance of work and the supply of the materials for the same to an amount in the aggregate not exceeding the sum which at the time of making of any such contract shall be standing to the credit of the company in respect of calls paid in. Every such contract shall be binding on the company, and on the assets thereof, which assets may be seized and sold in execution in any action against such company upon any such contract, but no such contract shall be binding upon the manager himself."

PART IV.—NO-LIABILITY COMPANIES.

114. COMPANIES may be incorporated under this Act for No-liability system.

mining purposes on a system to be called "The No-liability System."

Every company so incorporated shall add to its name the words -

" No-liability."

115. THE acceptance of a share in any such company, whether Shareholder not

by original allotment or by transfer, shall not be deemed a contract liable to calls or	on the part of the person accepting the same to pay any calls in contributions.
respect thereof, or any contribution to the debts and liabilities of the company, and such person shall not be liable to be sued for any such calls or contributions; but he shall not be entitled to a dividend upon any share upon which a call shall be due and unpaid.

116. SUBJECT as aforesaid, and also to the qualifications Application of Part I

following, Part 1. of this Act shall, so far as it is capable of being to ol	nability corn-
so, be applicable to no-liability companies :—

(I.) It shall be necessary that five per cent. of the subscribed arties.

capital shall be paid up prior to registration and a statutory declaration made by the manager verifying such payment shall be filed with the Registrar of Joint Stock Companies.

51° VICTORIX, No. 32.

The Alining Companies Act, 1888.

(2.) The memorandum to be lodged with the Registrar of

Joint Stock Companies for the purpose of obtaining

Fifth Schedule.

registration of any such company shall be in the form and contain the statements in the Fifth Schedule hereto.

(3.) In the entry to be made by the Registrar of Joint Stock Companies in the Mining Companies Register Book as required by section five the words " No-liability " are to be added to the name of the company instead of the words " limited "; and, generally, instead of that word the words " No-liability " are to be added as part of the company's name.

35. Every such proxy so appointed shall continue to act until a notice in writing revoking his authority shall have been given to the manager or the chair- man of any meeting or left at the office of the company.

36. Such proxy may be appointed in the

followin form that is to say—

The	Company (Limited)°

I the undersigned

the holder of

shares in

the

Company (Limited) do hereby appoint

to be my proxy in my name and on my behalf to vote and act for me in any business that may be lawfully brought forward at the meeting of shareholders to

be held on the

day of

18 or any adjournment thereof.

As witness my hand this

day of

i8 .

Witness-

37. The votes of any shareholder may, during his absence from Western Australia, be given by his attorney constituted under a power of attorney to vote and act generally at all meetings of the shareholders during such absence, or under a power of attorney to act generally in all the affairs in this colony of a shareholder during his absence abroad, and such attorney shall be deemed the lawful proxy of such absent shareholder: Provided that such power of attorney, or an office copy of the same shall be left at the registered office of the company for inspection five clear days before the meeting at which the same is intended to be first acted upon.

38. If any member be a lunatic or idiot he may vote by his committee, and if any member be an infant he may vote by his guardian.

51 0 VICTORLE, No. 32.

The Mining Companies Act, 1888.

39. If two or more persons are jointly entitled to a share or shares the

member whose name stands first in the register of members as the holders of

such share or shares and no other shall be entitled to vote in respect of the same.

40. No member shall be entitled to vote at any meeting unless all calls,

interest, and expenses due from him have been paid.

41. Ten shareholders or more who shall amongst them be the holders of not fewer than one thousand shares or who, or any of whom, shall as proxies represent shareholders holding as many shares as with the shares held by the said ten will make one thousand shares or more shall be necessary to form a quorum at any

meetin of the company.

42. The chairman (if any) of the board of directors shall preside as chairman at every meeting of the company, or if there be no such chairman, or if at any meeting he be not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present shall choose one of their number to be chairman.

43. At every meeting, general, special, or extraordinary, all motions, ques- tions, or propositions which shall be submitted for determination shall be primarily decided by the majority in number of the shareholders present on a show of hands, and, unless a poll be demanded by a majority in number and value of the shareholders present either personally or by proxy, a declaration by the chairman that a resolution has been carried and an entry to that effect in the minute-book of the company shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded for, or against, such resolution.

44. If a poll be demanded as aforesaid it shall be taken in such manner as the chairman shall direct ; and the result of such poll shall be deemed to be the resolution of the company in general, special, or extraordinary meetings as the case may be. In the case of equality of votes at any meeting, the chairman shall be entitled to a second or casting vote.

45. Every act deed matter or thing made or done by the manager, directors,

auditors, or other officers, agents, and servants of the company shall he subject to

the review, amendment, alteration, or cancellation of any meeting of the company.

46. Any such meeting may require any explanation from the directors,

manager, auditors officers, agents, and servants of the company which it may

deem fit, and any information with respect to the affairs, property, or business

of the company or the management thereof, and may call for the production of

invoices vouchers or other documents, and may examine, allow, or reject the

accounts, balance-sheets, and reports of such directors or manager, or of any other

person or persons producing any accounts, balance-sheets, or reports relating to

the company.

47. No resolution of any meeting of the company shall be rescinded except- ing at a special meeting, and a special meeting of the company shall have full power to rescind cancel alter or vary any resolution passed at any meeting of the company or by the board of directors, if the matter or thing required to be done by any such resolution shall not have been executed, or, in case of a contract, the contract shall not have been signed at the time the requisition for calling a special meeting is lodged with the manager, or at the time of calling the special meeting.

48. At any meeting of the company the chairman shall regulate the mode and manner in which the business thereof shall be conducted.

49. Minutes of the proceedings of every meeting of the company shall be recorded in a book or books to be kept for that purpose by the manager, and such minutes shall be signed either at the meeting to which such minutes refer, or at the meeting next thereafter by the person in the chair at either of such meetings.

50. No such minutes shall be signed until the same shall have been confirmed by the vote of the meeting of which they are, or next following that of which they are, minutes, and the manager shall also keep correct minutes of the proceedings of the directors, which shall be signed by the chairman of the board of directors, and either or any of the books so signed shall be prima facie evidence of such proceedings and of the regularity thereof.

51° VICTORTIE, No. 32.

The Mining Companies Act, 1888.

Shares.

51. The shares of the company shall be numbered progressively and each share shall thereafter be distinguished by its number.

52. A scrip certificate signed by the manager and two of the directors shall be issued to each shareholder, and shall be in the form following, that is to say:

No. of Issue.

Folio.

(The name of the company.)

(Registered under the Mining Companies' Act, 1888.)

Capital, £

shares of £

each.

This is to certify that

is a member of the above-

named company and the proprietor of	shares numbered	therein upon
regulations of the company.

which the sum of £

per share has been paid up subject to the rules and

Dated this

day of

18 .

Directors.

Manager.

N.B.—This certificate must be given up to the manager on transfer of any of the above shares.

58. If any shareholder shall hold more than one share such certificate may include all the shares held by such shareholder.

54. If any shareholder at any time be desirous of having separate certifi- cates for either or any of the shares held by him, or of having any particular number of shares held by him inserted in one or more than one certificate, he shall be entitled to have such certificate or certificates issued to him ou delivering up to the manager any certificate or certificates which may have been issued for, or in respect of, the shares for which he shall desire such new certificate or certificates.

55. If any such certificate be lost or defaced the directors may permit a duplicate thereof to be issued, but in case of its loss only upon a statutory declar- ation being made by its owner as to such loss, who shall give such security as the directors may require before any such duplicate is issued ; and any person losing any certificate shall take such steps for the recovery of the same as the directors may direct.

Transfer of Shares.

56. No entry shall be made on the register of shareholders of the name of uny person as transferee of a share upon which any fines under any rule shall be due unless such fines as well as all calls due on the share shall be paid to the manager.

57. The provisions in the said Act in regard to scrip certificates shall apply to duplicate certificates, and the transfer to be written on either a certificate or duplicate on the occasion of a transfer of a share must be attested by one witness at the least. Such transfer shall be in the form following, that is to say :-

I the undersigned

do hereby sell and transfer to

of	of my within-mentioned shares for valuable consideration and I

authorise the manager to transfer the said shares in the books of the company.

Progressive Nos. transferred,

Dated this

day of

Signature of Transferor.

Witness

58. As soon as the name of any person or of the company or a trustee there- for is entered on the register of shareholders as a transferee the certificate or duplicate produced on the occasion of the transfer shall be marked with the word " cancelled " by the manager, and initialled by two directors, and shall be left with, and permanently kept by, the manager.

59. Upon the name of any person being entered on the register of share-

holders as the transferee of a share, or upon any person becoming entitled to be

51° VICTORI1E, No. 32.

The Mining Companies Act, 1888.

deemed the transferee of a share, such person shall become a shareholder in the company in respect of the share so transferred to him in the same manner as if he had been an original shareholder.

60. If any person, the holder of several shares represented by one certificate or duplicate, desire only to transfer one or some of the said shares, the manager shall after the time when he is bound to enter the name of the transferee, whether the company or otherwise, on the register of shareholders for the shares transferred, give to the transferor on request by him or his agent authorised in writing, a new certificate for the shares retained by him.

Representatives of Shareholders.

61. The executors or administrators of a deceased shareholder shall be the only persons recognised by the company as having any title to his or her share or shares.

62. Any person becoming entitled to a share or shares in consequence of the death or bankruptcy of any shareholder, or in consequence of the marriage of any female shareholder, may be registered as a shareholder upon such evidence being produced as may from time to time be required by the directors, provided that such persons shall not be entitled to be so registered until after the expiration of fourteen days from the time at which such evidence shall be so produced, and, if' so required by the directors, deposited with the manager of the company to be inspected or retained by the company.

63. Any person becoming entitled to a share or shares in consequence of the death or bankruptcy of any shareholder, or in consequence of the marriage of any female shareholder may, instead of being himself registered, elect to have some person to be named by him registered as a transferee of such share.

Calls.

64. Any meeting of the directors at which a quorum shall be present shall have power, subject to the provisions of the said Act, to make such call or calls upon the shareholders in respect of all moneys unpaid on their shares, as they shall from time to time think proper : Provided always that no call shall exceed the sum of per share, and there shall be an interval of one month between the making of any calls, or be payable at any time under seven days from the day on which it was made.

65. Whenever a call shall be made, the manager shall insert in that issue of the newspaper, in Perth, in which it can be first published after the making of the call, a notice of the day when it will be payable, and of the place for payment thereof ; and a similar notice in each of the two immediately succeed- ing issues of such newspaper ; and shall insert a similar notice in that issue of the

[some newspaper published in the district where the company's operations are being earned onj in which it can be first published after the making of the call. The

manager shall also immediately after the makino. of the call send a similar notice, by letter, through the general post, to each shareholder. The notice of a call required by the said Act to be published in the Gazette shall be published in that issue thereof in which it can be first published after the making of the call.

Dividends.

66. The directors shall declare a dividend on each share out of the clear profits of the company, if any, every , but no dividend shall in any case be declared out of the capital of the company ; and every dividend shall be pay- able at the office, or bankers, of the company : Provided that the directors shall not be bound to declare any dividend whenever the amount applicable to the pay- ment of dividends does not amount to

pounds.

67. The directors may before declaring any dividend set aside out of the profits of the company such sum as they may think proper as a reserve fund to meet contingencies, or to equalize dividends, or to repair or maintain the works and machinery connected with the business of the company or any part thereof.

or VICTOR' 7E, No. 32.

The Mining Companies Act, 4888.

68. Notice of any dividend that may have

been declared shall be published

in two consecutive publications of the	newspaper in Perth, and in a
newspaper published at

69. No dividend shall be payable to any

person in respect of any share whose

name is not at the time of payment entered	in the register of members as the
holder of such share.

70. No dividend shall bear interest as against the company.

Auditors.

71. The accounts of the company shall be examined, and the correctness of the balance-sheets of the manager ascertained, by two auditors. A.B. and C.D. shall be the first auditors of the company, and shall hold office until the general meeting to be held in the month of

One thousand eight hundred and , and at that meeting, and at the general meeting to be held in the month of in each subsequent year, two persons, whether sharehold- ers of the company or not, shall be appointed auditors; and any special meeting may remove or dismiss any or either of the auditors so appointed, and upon the removal, dismissal, resignation or death of either or any of the auditors, any special meeting may appoint any other person or persons to act as auditor or auditors until the then next general meeting to be held in the month of

and the directors shall allow the auditors so appointed such a remuneration as

they may think reasonable.

Notices.

72. Any notice hereinbefore directed to be given by circular may be served by the company upon any shareholder personally, or by sending it through the post in a prepaid letter addressed to such shareholder at his address as entered in the register of shareholders, or at the address designated by such shareholder as hereinafter mentioned. .

73. Any notice directed to be given to shareholders by circular shall, with respect to any share or shares to which persons are jointly entitled, be given to whichever of such persons is named first in the register of shareholders, and notice so given shall be sufficient notice to all the holders of such share or shares.

74. Any notice, if served by post, shall, in the case of any shareholder whose registered address is in Perth or at any place within fourteen miles of the Perth Post Office, be deemed to have been served at ten of the clock in the morning of the day after that on which the letter containing the notice was posted, and, in the case of any shareholder whose registered address in the said Colony of Western Australia is beyond fourteen miles from the Perth Post Office, at ten of the clock in the morning of the second day, and in case of any shareholder whose registered address is in any of the Australian colonies, at ten of the clock in the morning of the day, after that on which such letter was posted, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office at Perth, or, in the event of the service of the said notice being by publication in a daily newspaper as aforesaid, by production of a copy of the newspaper containing such notice.

75. Any shareholder may, by a written or printed statement signed by such shareholder and left with the manager at the registered office of the company, require that all notices which the regulations of the company direct to be served upon the shareholders by circular shall, instead of being served upon him, be served upon his attorney appointed as in the thirty-seventh article mentioned at some address in Western Australia to be set forth in such statement, and until such statement shall be revoked service at such address in the manner herein- before provided for service of notice by post shall be deemed good service upon such shareholder notwithstanding the death or absence of such attorney.

Miscellaneous.

76. The board of directors shall have power to make such bye-laws, not incon-

sistent with the provisions of the said Act, or of the rules of the company, as shall

be found necessary for the efficient working of the company, or carrying on of its

51° VICTORI1E, No. 32.

The Mining Companies Act, 1888.

operations, and to amend or rescind such bye-laws, from time to time as they shall deem desirable, subject always to any alterations which any meeting of the company shall think proper to make.

77. The manager shall within eight days from the passing of any new rule or rules, or any alteration or alterations in the rules of the company, annex to these present rules a copy of such new rule or rules, or alteration or alterations, signed by the chairman of the meeting at which the same was or were made, and by the manager, and the new rule or rules and alteration or alterations so annexed shall from thenceforth form a portion of the rules of the company.

78. All sums of One pound and upwards payable by the company shall be paid by cheque, and all cheques shall be drawn by the manager, and counter- signed by two directors.

79. The receipt in writing of the manager for the time being shall be a good and sufficient discharge for all calls or fines due to the company, and for all sums under pounds, and the receipt in writing of a majority of the directors and of the manager for any sums of money amounting to, or over pounds and for any property or effects belonging, or payable, to the company shall effectually discharge therefrom the purchaser or other person paying or delivering the same, and from all liability in respect of the application thereof, and all moneys received by the manager shall be paid by him to the credit of the com- pany into such bank as the directors may appoint.

80. In the interpretation of all rules and regulations of the company, unless there be anything in the context repugnant thereto, words importing the singular number only shall extend to and include the plural, and words implying the plural number only shall extend to and include the singular, and all words implying the masculine gender only shall be read as including the feminine gender, and the word "directors" shall signify the board of directors of the company or a majority thereof, or the quorum, or a majority of the quorum of such directors, as the case may be, and the word "manager" shall signify the manager of the company for the time being.

81. The company shall continue and be in existence for the term of

years

from the

day of

One thousand eight hundred and

unless the same shall in the meantime be wound up either by the court or voluntarily under the provisions of " The Mining Companies Act, 1888," or under any other Act for the time being in force for the winding up of such companies : but in case the operations shall continue productive or promising it shall be lawful for the shareholders at any time before the expiration of the said term, at an extraordinary meeting to be convened for the purpose, and by a resolution carried by the holders of a majority of the shares in the company voting as afore- said, to prolong the said duration of the said company for any further period to be conducted upon the terms, conditions, and agreement upon which the said company shall then have been conducted, and to procure a renewal of any lease which the company may hold for any further period whatsoever.

82. At the determination or dissolution of the said company the directors, manager and other officers of the company for the time being shall forthwith wind up and settle the affairs of the company in manner following (that is tb say) :—all and singular the property and effects of the company, or such parts thereof as shall be saleable, shall be sold by public auction or private contract, and, out of the moneys arising therefrom, all the debts engagements and liabilities of the company shall be paid and discharged, or provision shall be made for the satis- faction or compromise thereof, and the clear surplus (if any) then belonging to the said company shall be divided between the shareholders in proportion to the num- ber of shares held by them respectively : Provided however that no sale by private contract shall be completed without the sanction of an extraordinary meeting of shareholders convened for that purpose.

By Authority : RICHARD PETREL Government Printer, Perth.