Moreton Bay Immigration and Land Company Act 1855 No mbi (NSW)
An Act to establish and incorporate a Company
thereof as follows— to be called " The More ton Bay Immigration
and Land Company." [l5th December, 1855.]
WH E R E A S i t is expedient to afford addi t ional facilities for t he classes in to t h e More ton Bay Dis t r ic t of N e w South "Wales for t h e immigra t ion of sui table families a n d individuals of the work ing
supply of t h e u rgen t demand for labor in all b ranches of indus t ry in t h a t dis t r ic t and also for t h e formation of a n agr icu l tu ra l popula t ion
for t h e g rowth of cot ton and other ar t icles of agr icu l tu ra l p roduce sui ted to t h e soil and c l imate A n d whereas t h e progressive purchase
of sui table t r ac t s of waste land for t h e purpose of p romot ing immi gra t ion in to t h a t dis t r ic t would afford t h e means of accomplishing th is object provided t h a t a company were formed for t h e purpose A n d whereas t h e several persons hereinafter n a m e d have associated for t he accompl ishment of th i s object and it is deemed advisable to give encouragement to t h e m by g r a n t i n g to t h e m an A c t of Incor pora t ion Be it therefore enacted by H i s Excel lency the Governor of N e w Sou th W a l e s by and wi th the consent of t he Legislat ive Council
1. The following persons t ha t is to say R o b e r t Cribb J a m e s
| Swan | J a m e s Gibbon Wi l l i am H o b b s | Benjamin | Cribb | J o h n | Markwel l |
| D. A . | Somerset t | W i l l i a m | T u r n e r | J o h n | R a n k i n | McQuar i e | McDona ld |
| Campbel l | McDona ld | H e n r y | Ki lner | Wi l l i am | W a r r e n | H e n r y | Chall inor |
| H e n r y | M . | Cockburn | Freder ick | A. | Forbes | J o h n | D u n m o r e | L a n g |
| Thomas Dowse J o h n F ie ld ing | R icha rd Sexton | Joseph Foo te | J o h n C. |
Foo te J a m e s Foote J o h n George Cribb Thomas Smith J a m e s H . Robertson Thomas Lade Ambrose Eldr idge R. Cribb j un io r and all o ther persons who shall hereafter become subscribers to the said u n d e r t a k i n g and the i r several and respective successors executors admin is t ra to rs and assigns shall be and hereby are un i ted in to a com pany for t he purchase of sui table t rac t s of waste land for t he promotion of immigra t ion and for t he re-sale thereof in small farms wi th a view to the se t t lement of an agr icu l tu ra l populat ion in t he More ton Bay District of t he Colony of N e w Sou th Wales and for these purposes shall be one body corporate by the n a m e and style of " The More ton Bay Immigra t ion ami Land C o m p a n y " and by t h a t n a m e shall have perpetual succession and a common seal and shall and m a y sue and be sued plead and be impleaded answer and be answered un to defend and be defended in all Cour ts and places whatsoever and shall have power and au tho r i t y from and after t h e passing of th i s Ac t and at, all t imes thereaf ter to purchase and hold lands to t h e m and the i r successors and assigns wi th a view to t he promot ion of immigra t ion and also to sell and dispose of or lease t he said lands again in small farms or other wise as m a y be deemed most expedient for the se t t lement of an
| agr icu l tu ra l | popula t ion | in the said | distr ict . |
2. The capi tal of t he company hereby established shall be one mill ion pounds s ter l ing to be held in forty thousand shares of twenty- five pounds each and such shares shall be numbered in regular or a r i thmet ica l progression beg inn ing with number one and every such share shall be dis t inguished by its appropr ia te n u m b e r and the said shares shall be and are hereby vested in t he persons hereinbefore named and in such o ther persons as shall t ake shares in t he said com pany and the i r successors and the i r several and respective executors
| admin i s t ra to r s | and | assigns. |
3 . The said shares shall be deemed personal es ta te and shall be t ransferable and t ransmissible as such and shall not be of the na tu re of real estate .
4. Every person who shall by v i r tue of th i s A c t have subscribed
for or shall otherwise have become ent i t led to a share in t he said
company and whose n a m e shall have been entered on the regis ter of
shareholders hereinafter men t ioned shall be deemed a shareholder of
t he company and shall be ent i t led to par t ic ipate in the profit and dividends of t h e company in propor t ion to the a m o u n t of capi tal which he shall have paid up .
5. The directors shall cause the names addi t ions and addresses of the several persons ent i t led to shares toge ther w i th t he n u m b e r of shares to which they shall be respectively ent i t led d is t inguishing each share by i ts proper n u m b e r and the a m o u n t of t h e subscript ion paid on such shares to be from t ime to t ime fairly and dist inctly entered in a regis ter book to be kep t in t h e office of the said company for t h a t purpose and to be called " T h e Regis te r of S h a r e h o l d e r s " and the su rnames or corporate names of t he said shareholders shall be placed in a lphabet ical order to t he end tha t each propr ie tor for t he t ime being and his interest in t he company may be known.
(1 On demand of the holder of any shares the directors of the company shall cause a certificate of t he proprie torship of such shares to be delivered to such shareholder and such certificate shall have t he common seal of t he company affixed there to and such certificate shall
specify
specify t h e shares to which such shareholder is ent i t led a n d t h e same m a y he according to t h e form in t h e Schedule A to th i s A c t annexed or to t h e l ike effect a n d for such certificate t h e said company may demand any sum not exceeding two shil l ings and sixpence and such certificate shall be admi t ted in all Cour ts as prima facie evidence of t h e t i t le of such shareholder his executors adminis t ra tors successors or assigns to t h e share the re in specified b u t t he w a n t of such certifi cate shal l no t p reven t t he holder of any shares from disposing thereof or receiving his share of t h e profits in respect thereof.
7. If any such certificate shall be worn out or damaged t h e n upon t h e same be ing produced a t some m e e t i n g of t he
directors
such
directors m a y order t h e same to be cancelled and the reupon a n o t h e r similar certificate shall be given to t h e p a r t y in w h o m t h e p roper ty of such certificate and of t h e shares the re in men t ioned shall be a t t h e t ime vested or if such certificate be lost or destroyed t h e n upon proof thereof to t he satisfaction of t h e directors a similar certificate shall be given to t h e pa r ty ent i t led to t h e certificate so lost or destroyed a n d to t h e shares the re in men t ioned and in e i ther case a due en t ry of t he subs t i tu ted certificate shall be m a d e by t h e secretary in t he regis ter of shareholders and for every such certificate so given or exchanged t h e company may demand any sum n o t exceeding two shill ings and six pence.
8. I t shal l be lawful for any shareholder to sell a n d t ransfer all or any of his shares subject to t he provisions here in ment ioned P r o vided t h a t every such transfer shall be by deed in which t h e consider a t ion shall be s tated a n d such deed m a y be according to t he form in t h e Schedule B to th i s A c t annexed or to t he l ike effect and provided also t h a t if a n y certificate of t he p ropr ie to rsh ip of t he shares to be t ransferred shall have been issued the same shall u p o n such t ransfer be delivered u p to t h e directors to be cancelled or to be indorsed by the secretary to t h e company wi th a m e m o r a n d u m of t h e t ransfer unless i t shall be
shewn to t h e satisfaction of t h e directors t h a t t h e same has been lost or destroyed. 9. The said deed of t ransfer (when duly executed) shal l be delivered to t h e secre tary and kep t by h i m and t h e secre tary shall en te r a memor ia l thereof in a book to be called " The Regis te r of T rans fe r s " and shall indorse such en t ry on t h e deed of t ransfer and shall on demand deliver ano the r certificate to t h e purchase r and for every such en t ry together w i t h such indorsement and certificate t h e company may demand any sum not exceeding two shil l ings and sixpence a n d on the
t ransfer shall be m a d e on t h e exis t ing certificate of such shares ins tead reques t of t h e purchase r of any shares a n indorsement of such of a new certificate be ing g ran ted and upon such indorsement be ing signed by t h e secretary such certificate shall be considered in every respect t h e same as a new certificate and un t i l such deed of t ransfer has been so delivered to t h e secretary as aforesaid t h e vendor of t he shares shall con t inue l iable to t he company for any calls t h a t m a y be m a d e u p o n such shares and the purchase r shall no t be ent i t led to receive any share of t he p roper ty of t h e company or to vote in respect of such shares.
10. N o shareholder shall be ent i t led to t ransfer any share which lie shall possess in t he said company after any call has been m a d e in respect of such share u n t i l he shall have pa id u p such call no r un t i l h e shall have paid all calls for t h e t ime be ing due on every share held by h im.
1 1 . If t h e interest in any shares have become t r a n s m i t t e d in
consequence of t h e death or b a n k r u p t c y or insolvency of any share holder or in consequence of t he mar r i age of a female shareholder or by any other lawful means t h a n by a t ransfer according to t h e provisions
of
| of th i s A c t such | t ransmiss ion | shall he au then t ica ted | by a declarat ion |
| in wr i t ing as hereinafter | ment ioned or in such | o ther | m a n n e r | as | t he |
| directors shall r equ i re a n d every such declarat ion or other | au thent ica t ion |
shall s ta te and shew t h e m a n n e r in which and t h e pa r ty to w h o m such shares shall have been so t r ansmi t t ed a n d shall be made and signed by some credible; person before; a Jus t i ce of t he Peace or no ta ry publ ic and such declarat ion or o ther au then t ica t ion shal l be left wi th the; secre tary and u p o n t h e same being decerned satisfactory by the directors he shall en te r t h e name of t he person ent i t led by such t ransmiss ion in t h e regis ter of shareholders and for every such en t ry t he company m a y demand any s u m not exceeding five; shil l ings and un t i l such t r ans
| mission has been so au then t ica ted and such en t ry m a d e no | person |
| c la iming by v i r tue of any such t ransmiss ion | shall lie; ent i t led | to |
| receive any share of the; profits | of t h e u n d e r t a k i n g | nor | to vote; in |
respect of any such share as t he holder thereof.
12. I f such t ransmiss ion be by v i r tue of t he mar r i age of a female shareholder t h e said declaration or o ther au then t i ca t ion shall conta in a copy of t he regis ter of such mar r i age or e)thcr par t i cu la rs of the celebrat ion thereof and shall declare or shew t h e ident i ty of the; wife wi th t h e holder of such shares and if such t ransmiss ion have t aken plae;e; by virtue; of any t e s t amen ta ry ins t rumen t or by intes tacy the
| probate; of the will or the; le t ters of adminis t ra t ion or an official | ex t rac t |
therefrom shall toge ther w i th such declarat ion or o ther au thent ica t ion be produced to t he secretary and upon such product ion in e;ither of t h e cases aforesaid t he secretary shall make; a n en t ry of t h e declaration or o ther au thent ica t ion in t he said register of t ransfers .
13 . The company shall no t be bound in any m a n n e r by any t rus t s or equi table in teres ts or demands affecting any shares s t and ing in the n a m e of any person as t he extensible propr ie tor thereof or be repaired to t ake any not ice of such t rus t s or equi table in teres ts or demands b u t t he receipts of t he person in whose n a m e t h e share shall s tand in t he books of t h e company shall no tw i th s t and ing such t rus t s or equi table in teres ts or demands and not ice there;of to t he company be a good valid and conclusive discharge to t h e company for or in respect of any dividend or other money payable by the company in respect of such shares and a t ransfer of t h e said shares by the person in whose; n a m e the shares shall so s tand shall no tw i th s t and ing as afore said be b ind ing and con elusive as far as may concern t he said company agains t all persons c la iming by virtue; of such t rus t s or equi table in teres ts or demands Provided always t h a t it shall be competen t to
| the; directors of the; company if they shall t h i n k fit so to do to with | hold paymen t of t he divide;nds on any such shares and to refuse to | |||
| allow or rece)gnizc t he t ransfer of such shares in any case in wh ich the; e;ompany shall have had not ice of any claims u n d e r an alleged t ru s t or eepiitable in teres t or demand A n d provided also t h a t no th ing here in conta ined shall be deemed or t a k e n to interfere with or abr idge the; r igh t and powe;r of a Cemrt of E q u i t y to res t ra in t h e p a y m e n t of any sue;h dividend or o ther money payable by the company in respect of any such shares or t he t ransfer thesreafter e)f any such share's or t o direct t he p a y m e n t of such dividenels or o ther money no t already paid by the company or t he transfe;r of such shares to such person as such | ||||
| ||||
| 14. The several persons who have accepted or who shall here after accept or hold share's in the; company shall pay the a m o u n t of said shares or such por t ions thereof as shall from t ime to t ime be called for by t h e directors a t such t imes and places as shall be appointed by the directors and wi th respect to t h e provision in th is Ac t conta ined for enforcing the; paymen t of calls t he word " s h a r e h o l d e r " shall ex tend to and include t he legal representa t ives of every such shareholder . |
15. I t shall be lawful for t he directors from t ime to t ime
to m a k e such calls of money upon the several shareholders inrespect of t h e a m o u n t of the i r respect ive shares as t h e said directors
shall deem necessary provided t h a t t h i r ty days not ice at t he least he given of each call by a notice in t he Government Gazette and in one or more of t h e newspapers publ ished in t h e town of Br isbane and t h a t successive calls be no t made a t a less in te rva l t h a n th ree m o n t h s and t h a t no call exceed t h e s u m of twenty-five shil l ings for or in respect of any one share and every shareholder shall be liable to pay t h e a m o u n t of the calls so made in respect of t h e shares held by h im to t h e persons and at t h e t imes and places from t ime to t ime appointed by the said directors .
16. I f before or on t he day appointed for paymen t a n y share holder shall no t pay the amount of any call t o which he is liable t hen every such shareholder shal l be liable to pay interes t for t he same at t h e r a t e of t en per cent, per a n n u m from t h e day appointed for tin;
p a y m e n t thereof to t he t i m e of t he ac tua l p a y m e n t . 17. I t shall be lawful for t he directors if they shall t h i n k fit to receive from any of t he shareholders who shall be wil l ing to advance t h e same all or any pa r t of t h e moneys due upon the i r respect ive shares beyond the sums ac tual ly called for and upon t h e pr incipal moneys so paid in advance or so m u c h thereof as from t ime to t ime shall exceed the a m o u n t of t h e calls t h e n made upon the shares in respect of which such advance shall be made t h e company may pay in te res t a t such a r a t e not exceeding the ra te aforesaid as t h e share holder pay ing such sum in advance and t h e directors shall agree upon .
18 . I f a t t h e t ime appointed by the directors for t h e payment
of any call any shareholder shall fail to pay the a m o u n t of such call it shall be lawful for t he company to sue such shareholder for t he a m o u n t thereof in any Court of Law or E q u i t y hav ing competen t jur isdic t ion and to recover t he same wi th interest as aforesaid from the day on which such call was payable and in any act ion or suit it shall no t be necessary to set forth t he special m a t t e r bu t it shall be sufficient for t he company to declare t h a t t he defendant is t h e holder of one share or more in the company (s ta t ing t he n u m b e r of shares) and is indebted to the company in such sum of money as t h e calls in a r rea r shall a m o u n t to in respect of one call or more upon one share or more (s ta t ing t h e n u m b e r and a m o u n t of each of such calls) whereby a n action h a t h accrued to t he company by v i r tue of th i s Act and on the t r i a l or hea r ing of such
ac t ion or suit i t shall be sufficient to prove t h a t t h e defendant a t the t ime of m a k i n g such call was a holder of one share or more in t h e company and t h a t such call was in fact made and such not ice thereof given as is directed by th is Ac t and it shall no t be necessary to prove t he appo in tmen t of the directors who made such call nor any o ther m a t t e r whatsoever and the reupon the company shall be ent i t led to recover w h a t shall be due upon such call and interes t the reon and the p roduc t ion of t h e register of shareholders requi red to be kept in t he office of t h e company shall be prima, facie evidence of such defendant be ing a shareholder and of t h e n u m b e r and a m o u n t of his shares.
19. I f a n y shareholder shall fail to pay any call payable by h im toge ther w i th t he in teres t if any shall have accrued thereon t h e direc tors of t h e company a t any t ime after t h e expi ra t ion of one m o n t h from t h e day appoin ted for p a y m e n t of such call m a y if they shall t h i n k fit declare t he shares in respect of which such call was payable forfeited and tha t whe the r t h e said company have sued for t h e amoun t of such call or not Provided t h a t before declar ing any share forfeited t h e directors shall cause not ice of the i r in ten t ion to declare such share to be forfeited to be left a t or t r ansmi t t ed by the post to t h e usual or last place of abode of t he person appear ing by the regis ter of share
holders
holders to he t h e propr ie tor of such share and if t he holder of any such share shall he beyond the l imits of th is Colony or if his or the i r usua l or last place of abode be not k n o w n to t he directors by reason of i ts be ing imperfectly described in t h e said regis ter of shareholders or otherwise or if t h e in teres t in any such share shall be known by t h e directors to have become t r ansmi t t ed or otherwise t h a n by transfer as hereinbefore ment ioned b u t a declarat ion of such t ransmiss ion shall no t have been regis tered as aforesaid a n d so t he address of t he pa r ty to w h o m the said share m a y have been t r ansmi t t ed or may for t he t ime being belong shall no t be known to t he directors t h e directors shall give publ ic not ice of such in tent ion in t he Government Gazette and also in one or more of t he newspapers publ ished in t he town of Br isbane and the several notices aforesaid shall be given twenty-one days a t least before t h e directors shall m a k e such declarat ion of forfeiture.
20. After such forfeiture as aforesaid it shall be lawful for t he directors to sell t he forfeited share by publ ic auc t ion and if the re be more t h a n one forfeited share t h e n ei ther separately or together as to t h e m shall seem fit Provided t h a t t he company shall no t sell or transfer more of t h e shares of any such defaulter t h a n shall be sufficient as near ly as can be ascer tained a t t h e t ime of such sale to pay the ar rears t h e n due from such defaulter on account of any calls toge ther w i t h t he in teres t and expenses a t t end ing such sale and declarat ion of forfeiture and if t he money produced by the sale of any such forfeited share be more t h a n sufficient to pay all a r rears of calls and in teres t the reon due a t the t ime of such sale and t h e expenses a t t end ing t h e declarat ion of forfeiture and sale thereof w i th t he proof thereof and the certificate of proprie torship to t h e purchaser t he surplus shall on demand be paid to t h e defaulter A n d provided also t h a t if paymen t of such ar rears of call and in teres t and expenses be made before any share so forfeited shall have been sold as aforesaid such share shall rever t to t h e pa r ty to w h o m t h e same belonged before such forfeiture in such m a n n e r as if such call had been duly paid.
2 1 . A solemn declarat ion in wr i t ing by some credible person
not in teres ted in t h e m a t t e r made in conformity wi th t h e provisions of an Act of Council passed in t he n i n t h year of the re ign of H e r present Majesty Queen Victor ia numbered n ine t ha t t h e call in respect of a share was made and not ice thereof given and t h a t default in payment of t he call was made and t h a t t h e forfeiture of t h e share was declared in m a n n e r hereinbefore requi red shall be sufficient evidence
of t he facts the re in stated and such declarat ion and the receipt of t he
t reasurer or other officer of t he company author ized by the directors
to receive paymen t of the price of such share shall cons t i tu te a good t i t le to such share and a certificate of propr ie torship shall be delivered to such purchaser and t he r eupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall no t be bound to see to the applicat ion of the purchase money nor shall his t i t le to such share be affected by any i r regular i ty in t he proceedings in reference to such sale.
22. The first general mee t ing of t h e shareholders of the com pany for p u t t i n g th is A c t in execut ion shall be held a t some convenient place wi th in t h e town of Br isbane wi th in two mon ths after t h e passing of th i s Act be tween the hours of t en in the forenoon and four in t he afternoon and the future general meet ings of t he company shall be held on the first Monday in the m o n t h s of F e b r u a r y and A u g u s t or at such other s ta ted periods as shall be appointed for t ha t purpose by an order of a general mee t ing and t h e meet ings so appointed shall be called " o r d i n a r y " or " h a l f - y e a r l y " general meet ings and all meet ings whether half-yearly or ex t raordinary shall be held at such place as t h e
3 P shareholders shareholders shall a t any general mee t ing direct and appoin t and if no such direction be given t h e n a t such place as t h e directors shall from t ime to t ime appoint .
23. N o m a t t e r s except such as are appointed by th is A c t to be
done at a half-yearly genera l mee t ing shall be t ransacted a t any such mee t ing unless special not ice of such m a t t e r s have been given in t he adver t i sement convening such mee t ing A n d no ex t raord inary mee t ing shall enter upon any business not set forth in t he notice u p o n which i t shall have been convened.
24. Every general mee t ing of t he shareholders other t h a n a half-yearly mee t ing shall be called an ex t raord inary mee t ing and such meet ings may be convened by the directors as they t h i n k fit A n d any n u m b e r of shareholders not be ing less t h a n five holding in t he aggre gate one hund red shares m a y by wr i t ing unde r the i r hands at any t ime requi re t h e directors to call an ex t raord inary mee t ing of t he company and such requis i t ion shall fully express the object of t h e mee t ing required to be called and shall be left a t t he office of t he company or given to at least t h ree directors or left at the i r last or usua l places of abode and for thwith upon the receipt of such requisi t ion t he directors shall convene a mee t ing of the shareholders and if for twenty-one days after such not ice t h e directors shall fail to call such mee t ing t he n u m b e r of shareholders aforesaid qualified as afore said m a y call such mee t ing by giving fifteen days publ ic not ice thereof in t h e Government Gazette and in one or more of t he news papers publ ished in t he t o w n of Br isbane
25. Fifteen days public notice a t t he least of all meet ings
whe the r ord inary or ex t raord inary shall be given by adver t i sement in t he Government Gazette and one or more newspapers as hereinbefore men t ioned which shall specify t he place t he day and the h o u r of mee t ing and every not ice of a n ex t raord ina ry mee t ing or of an ord inary mee t ing if any o ther business t h a n the business he reby appointed for ordinary meet ings is to be done the rea t shall specify t h e purpose for which the mee t ing is called.
26. I n order to cons t i tu te a genera l m e e t i n g the re shall be
presen t e i ther personal ly or by p roxy shareholders holding in t he aggrega te not less t h a n one- ten th of t h e subscribed capital of t he company a n d being in n u m b e r not less t h a n t en and such share holders shall be a q u o r u m and if w i th in one hou r from the t i m e appointed for such mee t ing t h e said q u o r u m be not present no business shall be t ransac ted a t t h e mee t ing o ther t h a n the declar ing
of a dividend in case t h a t shall be one of t h e objects of t he m e e t i n g
b u t such mee t ing shall except in t he case of a mee t ing for t h e elec t ion of directors here inaf ter men t ioned be held to be adjourned sine die. 27. A t every general mee t ing of t h e company one or other of t he following persons shall preside as cha i rman t h a t is to say t h e cha i rman of t h e company or in his absence t he deputy cha i rman or in t h e absence of t h e cha i rman and deputy cha i rman some one of t he directors of t h e company to be chosen for t h a t purpose by the m e e t i n g or in t h e absence of t he cha i rman and deputy cha i rman and of all t he directors any shareholder to be chosen for t h a t purpose by a major i ty of t he shareholders p resen t a t such mee t ing and such cha i rman shal l be ent i t led to vote not only as a pr incipal and p roxy b u t also to give a casting vote if the re be otherwise an equal i ty of votes and every such general mee t ing m a y be adjourned from t ime to t ime and from place to place and no business shall be t ransac ted a t any adjourned mee t ing other t h a n t h e business left unfinished a t t h e mee t ing from which such ad journment took place.
28. A t all general mee t ings every shareholder who shall be
possessed of one or more shares shal l for t h e first five shares be ent i t led
to
to one vote for each and for every addi t ional n u m b e r of five shares to one addi t ional vote Provided always t h a t no shareholder shall be ent i t led to more t h a n t en votes a l together and t h a t no shareholder shall be enti t led to vote a t any mee t ing unless he shall have paid all the calls t h e n due upon the shares held by him.
29. The votes of shareholders m a y be given at any general mee t ing ei ther personally or by a t to rney duly const i tu ted or by proxies be ing shareholders author ized by wr i t ing according to t he form in the Schedule! C to th i s A c t annexed or in a form to t he l ike effect unde r
| t h e h a n d of t h e shareholder nomina t ing such | proxy. |
30. I f several persons be jo int ly ent i t led to any shares the person whose n a m e stands first in t he register of shareholders as one of t he holders of such shares shall for t he purpose of vot ing at any mee t ing be deemed the sole propr ie tor thereof and on all occasions t h e vote of such first named shareholder ei ther in person or by proxy shall be allowed as t h e vote in respect of such shares wi thou t proof of concurrence of the o ther holders thereof A n d if any shareholder be a luna t i c or idiot such lunat ic or idiot m a y vote by his commi t tee and if any shareholder be a minor he m a y vote by his guard ian or any one of his guard ians and every such vote may be given ei ther in person or
| by | proxy . |
3 1 . W h e n e v e r in th is A c t t he consent of any par t icu lar majori ty
of votes a t any mee t ing of the company is required in order to author ize any proceeding of t h e company such par t i cu la r major i ty shall only be requi red to be proved in t he event of a poll be ing demanded at such mee t ing and if such poll be not demanded t h e n a declarat ion by the cha i rman t h a t t h e resolut ion au thor iz ing such proceeding has been carried and an en t ry to t h a t effect in the book of proceedings of t he company shall be sufficient au thor i ty for such proceeding wi thou t proof of t he n u m b e r or propor t ion of votes recorded in favour of or against
| t h e | same. |
32. The shareholders present e i ther personal ly or by p roxy a t such first general mee t ing to be held as hereinbefore is ment ioned or a t some mee t ing to be held by ad journment from such general mee t ing shall choose a n d elect six persons to be directors to m a n a g e and conduct t he affairs of the company and at t he half-yearly mee t ing which shall be held in t h e m o n t h of A u g u s t in each year two directors shall re t i re from office such re t i rement to be decided by lot between themselves un t i l all t he first set of directors who shall have been elected at such first general mee t ing directed to be held as aforesaid shall have retired
| in every year thereafter t he directors who shall have been longest in and t h e n at t he half-yearly mee t ing to be held in t he m o n t h of A u g u s t | office shall re t i re and so on from t ime to t ime dur ing the cont inuance | |
| of the company and at every such half-yearly mee t ing in the m o n t h of A u g u s t in every year t he shareholders then present personal ly or by proxy shall elect two new directors in the place of t h e directors t hen re t i r ing from office agreeably to t h e provision hereinafter contained and the persons elected a t any such mee t ing being nei ther removed no r disqualified nor having resigned shall cont inue to be directors | ||
| ||
| 33 . I f a t any mee t ing at which an election of directors ough t to t ake place t h e prescr ibed q u o r u m of shareholders shall not be present wi th in one hour from t h e t ime appointed for the mee t ing no election of directors shall be made bu t such mee t ing shall s tand adjourned to t he following day a t t h e same t ime and place and if at t he meet ing so adjourned the prescr ibed q u o r u m be not present within one hou r from the t ime appointed for t he mee t ing the exis t ing directors shall cont inue to act and re ta in their powers un t i l new directors be appo in ted at t he first half-yearly mee t ing of the following year. |
34. No person shall he capable of be ing a director unless he be a shareholder nor unless he be possessed of t en shares and no person holding an office or place of t r u s t or profit unde r t h e company or in teres ted in any cont rac t w i th t he company shall be capable of be ing a director and no director shall be capable of accept ing any other office or place of t r u s t or profit unde r t h e company or of be ing in teres ted in any cont rac t w i th t h e company dur ing the t ime he shall be a director b u t no th ing in th i s Ac t contained shall p reven t t he company from r e m u n e r a t i n g t he cha i rman and directors as they m a y
t h i n k fit.
35. Provided always t h a t no person be ing a shareholder ormember of any incorpora ted jo in t stock company shall be disqualified or prevented from ac t ing as a director by reason of any cont rac t en te red in to be tween such jo int stock company and t h e company hereby incorporated b u t no such director be ing a shareholder or member of such jo in t stock company shall vote on any quest ion as to any cont rac t w i th such jo in t stock company.
36. I f any director die or res ign or become disqualified or incompe ten t to act as a director or cease to be a director by any other cause t h a n t h a t of going out of office by rota t ion as aforesaid t he r ema in ing directors if t hey t h i n k proper so to do may elect in his place some other shareholder duly qualified to be a director and the shareholder so elected to fill u p any such vacancy shall cont inue in office as a director u n t i l t he n e x t ordinary mee t ing of shareholders w h e n a director shall be elected by the shareholders present or by p roxy in t he place of the director so hav ing died resigned or become disqualified or incompetent to be a director or hav ing ceased to be a director by any other cause.
37. T h e directors shall have the managemen t and super inten dence of t he affairs of t h e company and they may lawfully appoin t all officers a n d servants requi red for conduc t ing the u n d e r t a k i n g of t he company and shall exercise all o ther t h e powers of t h e company except as to such m a t t e r s as are directed by th is A c t to be t r ansac ted by a general mee t ing of t he shareholders b u t all t he powers so to be exercised shall be exercised in accordance wi th and subject to t h e provisions of th i s A c t and t h e exercise of all such powers shall be subject also to t h e control a n d regula t ion of any general mee t ing specially convened for the purpose b u t not so as to render invalid any act done by the directors pr ior to any resolut ion passed by such genera l mee t ing A n d any th ree of such directors be ing present a t a
duly convened board mee t ing shall form a q u o r u m and shall be com pe ten t to exercise t he powers hereby given to t h e directors general ly.
38. Excep t as otherwise provided by th is A c t the following
powers of t h e company ( tha t is to say) t h e choice and removal of t he
directors except as hereinbefore men t ioned the choice of audi tors t he
de te rmina t ion as to t h e r emunera t ion of t h e directors and the declara t ion of dividends shall be exercised only a t a genera l meet ing of t he
shareholders .
39. The directors shall hold meet ings a t such t imes as they shall appoint for t h e purpose and they may mee t and adjourn as they t h i n k proper from t ime to t ime and from place to place w i th in t h e distr ict of More ton Bay and a t any t ime any two of t h e directors m a y requ i re t he secretary to call a mee t ing of t h e directors and i n order to const i tu te a mee t ing of directors the re shall be a t least th ree directors and all quest ions a t any such mee t ing shall be de termined b y the majori ty of votes of t he directors present and in case of an equal division of votes t h e cha i rman shall have a cas t ing vote in addi t ion to his vote as one of t h e directors.
40. A t t h e first meeting' of directors held after t h e passing" of th i s Act and a t t he first mee t ing of t he directors held after each a n n u a l appo in tmen t of directors the directors present a t such mee t ing shall choose one of t he directors to he cha i rman of the company and to act as cha i rman of t h e directors for t he year following such choice and shall also if they t h i n k fit choose another director to he and act as depu ty cha i rman for t he same period and if t he cha i rman or depu ty cha i rman die or resign or cease to be a director or otherwise become disqualified to act t h e directors present at t h e mee t ing nex t after t h e occurrence of such vacancy shall choose some other of t he directors to fill such vacancy dur ing the residue of t he cur ren t year and such cha i rman if present and in his absence the deputy cha i rman if present shall preside at all meet ings of t he directors b u t if nei ther t he cha i rman nor deputy cha i rman be present t he directors present shall choose some one of the i r n u m b e r to be cha i rman of such meet ing .
4 1 . The directors shall cause notes minu te s or copies as the
case m a y requi re of all appoin tments made or cont rac ts entered into by t h e m and of t he orders and proceedings of all meet ings of the shareholders and of the directors and commit tees of directors to be duly entered in books to be from t ime to t ime provided for t he purpose; which shall be kep t u n d e r t h e super in tendence of t h e directors and every such en t ry shall be signed by the cha i rman of t he mee t ing at which such appo in tments and contracts were m a d e or entered in to or author ized or at which such proceedings and orders were respectively had or made and such en t ry so signed shall be received as evidence in all Courts and before all J u d g e s Jus t i ces and others wi thou t proof of such respective meet ings hav ing been duly convened or held or of the persons m a k i n g or en te r ing such orders or proceedings being share holders or directors or members of commit tee respectively or of the s ignature of t he cha i rman or of t he fact of his hav ing been cha i rman all of which las t -mentioned ma t t e r s shall be p resumed un t i l t he con
| t r a ry be | proved. |
42. Al l acts done by any mee t ing of t h e directors or by any person ac t ing as a director shall no twi ths tand ing i t may be afterwards discovered t h a t t he re was some defect in t h e appo in tment of any such directors or persons ac t ing as aforesaid or t h a t they or any of t h e m were or was disqualified be as valid as if every such person had been duly appointed and was qualified to be a director.
43 . N o director by being pa r ty to or execut ing in his capacity
of a director any contract or other i n s t r u m e n t on behalf of t he company
| or otherwise lawfully execut ing any of t he powers given to t he directors | shall be subject to be sued or prosecuted individual ly by any person |
| whomsoever and t h e bodies or goods or lands of t he directors shall not be liable to execution of any legal process by reason of any contract or o ther i n s t rumen t so entered into signed or executed by t h e m or by reason of any other lawful act done by t h e m in t he execution of any of the i r powers as directors and the directors the i r heirs executors and adminis t ra tors shall be indemnified out of t he capital of t he com pany for all paymen t s made or liability incurred in respect of any acts done by t h e m and for all losses costs and damages which they m a y incur in t h e execution of t he powers g ran ted to t h e m and the directors for the t ime being of the company may apply t h e exis t ing funds and capital of t h e company for t he purposes of such indemni ty and may if necessary for t h a t purpose m a k e calls of the capi ta l r ema in ing u n p a i d (if any.) | |
| 44. A t t he first general meet ing of t he company to be held after t h e passing of th i s Ac t t he shareholders shall elect two audi tors in t he same m a n n e r as is hereinbefore provided for t h e election of directors and a t t h e ordinary mee t ing of t h e company in t h e m o n t h of A u g u s t |
in
in each year thereaf ter t he shareholders shall in l ike m a n n e r elect a n audi tor to supply t h e place of t h e audi tor t h e n re t i r ing from office according to t he provision hereinafter contained and every audi tor elected as hereinbefore provided be ing ne i ther removed no r disqualified nor hav ing res igned shall cont inue to be an audi tor un t i l another be elected in his stead and every audi tor shall have at least t en shares in t he company and he shall not hold any other office in t he company nor be in any other m a n n e r in teres ted in its concerns except as a shareholder .
45 . One of such audi tors (to be de termined in t h e first ins tance by lot between themselves unless they shall otherwise agree and after wards by seniority) shall go out of office a t t he ord inary mee t ing in the m o n t h of A u g u s t in each year b u t t h e audi tor so going out shall be immediate ly re-elidible.
46. I f any vacancy t ake place a m o n g t h e audi tors in t he course
of t h e cur ren t year t h e n a t any general mee t ing of t he company t h e vacancy may be supplied by election of t h e shareholders and the pro vision in th i s A c t conta ined respec t ing t h e failure of an ordinary mee t ing at which directors ough t to be chosen shall apply mutatis
mutandis t o any mee t ing a t which an audi tor ough t to be appointed . 47. The audi tors shall have full au thor i ty a t all reasonable t imes to examine the accounts and affairs of t he company a n d to inspect t he books and to call for t he product ion to t h e m at t h e principal office of t he company of all books vouchers wr i t ings a n d documents concerning t h e same and to call in t he aid of t h e officers clerks and servants of t he company or any o ther person competent t o
give informat ion as to t h e company ' s affairs. 48 . The directors shall deliver to such audi tors t he half-yearly or o ther periodical accounts and balance sheet fourteen days a t t h e least before t h e ensu ing ordinary mee t ing a t which the same a re requi red to be produced to t he shareholders as hereinafter provided and such audi tors shall receive and examine the same a n d shall examine in to t he state of t he company 's affairs and shall be at l iberty to employ such accountan ts and o ther persons in such examina t ion as t hey may t h i n k proper at t he expense of t h e company and they shall m a k e a j u s t t r u e and faithful repor t on t h e said accounts and affairs and such repor t shall be read together w i th t h e repor t of t h e directors
a t t h e ordinary meet ing . 49. I f it shall appear to such ord inary mee t ing desirable t h a t
t h e company 's affairs should be more fully invest igated i t shall be
lawful for such ordinary mee t ing ei ther to direct t h e said audi tors to inqu i re in to and repor t on t he affairs of t h e company generally or i n
the i r discret ion to appoin t any two or more shareholders as special
audi tors for t ha t purpose . 50. Before any person in t rus ted wi th t he custody or control of moneys be longing to t he company whe the r t r easu re r collector or o ther officer of t he company shall en te r upon his office t he directors shal l t ake sufficient securi ty from h i m for t he faithful execut ion of his office.
5 1 . Eve ry officer employed by the company shall from t ime to
t ime w h e n requi red by the directors m a k e out and deliver t o t h e m or to any person appointed by t h e m for t h a t purpose a t r u e and perfect account in wr i t i ng unde r his hand of all moneys received by h i m on behalf of the company a n d such account shall s ta te how and to w h o m and for w h a t purpose such moneys shall have been disposed of a n d together wi th such account such officer shall deliver t he vouchers and receipts for such paymen t s and every such officer shall pay to the directors or to any person appoin ted by t h e m to receive t h e same all moneys which shall appear to be owing from h im upon t h e balance of
such accounts . 52.
52. If any such officer fail to render such account or to produce
and deliver u p all t h e vouchers and receipts re la t ing to the same in his possession or power or to pay the balance thereof w h e n t h e r e u n t o requ i red or if for t h ree days after being the reun to requi red he fail to deliver u p to t he directors or to any person appointed by t h e m to receive t he same all papers and wri t ings proper ty effects ma t te r s and th ings in his possession or power re la t ing to t he execut ion of this Act or be longing to the company t h e n on complaint thereof being made to a Ju s t i ce such Jus t i ce shall summon such officer to appear before two or more Jus t i ces a t a t ime and place to be set forth in such s u m m o n s to answer such charge and upon the appearance of such officer or in his absence upon proof t h a t such summons was personally served upon h im or left at his last known place of abode such Jus t ices m a y hear and determine t he ma t t e r in a s u m m a r y way and m a y adjust a n d declare the balance owing by such officer and if i t appear ei ther upon confession of such officer or upon evidence or upon inspection of t he account tha t any moneys of the company are in t h e hands of such officer or owing by h im to t h e company such Jus t i ces may order such officer to pay the same and if he fail to pay the a m o u n t it shall be lawful for such Jus t ices to gran t a war ran t to levy the same by distress or in default thereof to commit the offender to gaol for a period no t exceeding three; mon ths unless t h e said amoun t be sooner paid.
53 . I f any such officer refuse to m a k e out such account in
wr i t ing or to produce and deliver t o t he Jus t i ces the several vouchers and receipts re la t ing there to or to deliver u p any books papers or wr i t ings p roper ty effects ma t t e r s or th ings in his possession or power belonging to t he company such Jus t ices may lawfully commit such offender to gaol there; to remain un t i l he shall have delivered u p all t he vouchers and receipts (if any) in his possession or power re la t ing to such accounts and have delivered u p all books papers wr i t ings pro pe r ty effects ma t t e r s and th ings (if any) in his possession or power
| be longing to t h e | company. |
54. I f any director or o ther person ac t ing on behalf of the com
p a n y shall m a k e oath t ha t he has good reason to believe upon grounds to be s tated in his deposit ion and does believe t h a t it is t he in ten t ion of any such officer as aforesaid to abscond or t ha t he has absconded it shall be lawful for the' Jus t i ce before whom the complaint is made if he shall t h i n k fit to issue a w a r r a n t in t he first ins tance for t h e br ing ing such officer before; such two Jus t ices as aforesaid b u t no person execu t ing such w a r r a n t shall keep such officer in custody longer t h a n
| twenty-four hours or such longer pe r i od as may be r e n d e r e d necessary |
by the distance of t he place of apprehension from the residence of t he neares t or most convenient Mag i s t r a t e wi thou t b r ing ing h i m before some Jus t i ce and it shall be lawful for t h e Jus t i ce before whom such officer m a y be b rough t e i ther to discharge such officer if he t h i n k there; is no sufficient g round for his detention or to order such officer to be detained in custody so as to be brought before two Jus t ices at a t ime and place to be named in such order unless such officer give bail t o the satisfaction of such Jus t i ce for his appearance before such Jus t i ces to answer the compla in t of t he company Provided never theless tha t no such proceeding against or deal ing wi th any such officer as aforesaid shall deprive the company of any remedy which they migh t otherwise have agains t such officer or any sure ty of such officer.
55. The directors shall cause full and t r u e accounts to be kep t
of all sums of money received or expended on account of the company by t h e m and all persons employed by or unde r t h e m and of the ma t t e r s and th ings for which such sums of money shall have been received or disbursed and paid.
56. The hooks of t h e company shall he balanced fourteen days at least before each half-yearly genera l mee t ing of shareholders a n d for thwith on t h e books be ing so balanced an exact balance sheet shall be m a d e u p which shall exhibi t a t r u e s t a tement of t he capi ta l stock credits and p roper ty of every description belonging to t he company and t h e debts due by t h e company a t t h e date of m a k i n g such balance sheet and a dist inct view of t he profit or loss which shall have ar isen on t h e t ransac t ions of t he company in t he course of t he preceding half-year and previously to each half-yearly genera l mee t ing such balance sheet shall be examined by the directors or any t h r ee of the i r n u m b e r and shall be s igned by the cha i rman or deputy cha i rman of
t he directors . 57. The directors shall produce to t h e shareholders assembled a t such half-yearly mee t ing the said balance sheet applicable to t h e period immediate ly preceding such mee t ing toge ther wi th t he repor t of t h e audi tors the reon as hereinbefore provided.
58. The directors shall appoint a book-keeper to enter t h e accounts aforesaid in books to be provided for t h e purpose and every such book-keeper shall pe rmi t any shareholder to inspect such books a n d to t ake copies or ex t rac ts therefrom at any reasonable t ime dur ing one for tnight before and one m o n t h after every half-yearly mee t ing a n d if he fail to permi t any such shareholder to inspect such books or t ake ex t rac ts or copies therefrom dur ing the periods aforesaid he shall forfeit t o such shareholder for every such offence a s u m not exceeding
five pounds . 59. Previously to every half-yearly mee t ing a t which a dividend is in tended to be declared t h e directors shall cause a scheme to be p repared shewing the profits (if any) of t h e company for t he period cu r ren t since t he preceding ord inary mee t ing a t which a dividend was declared and appor t ioning the same and any surp lus r ema in ing undivided from any former period or so m u c h thereof as they m a y consider applicable to t he purposes of dividend among the shareholders according to t h e shares held by t h e m respectively t he a m o u n t pa id the reon and the periods du r ing which t h e same m a y have been paid and shall exhibi t such scheme a t such ordinary mee t ing and a t such mee t ing a dividend may be declared according to such scheme or of any such less a m o u n t as the mee t ing shall t h i n k fit Provided always t h a t no h igher dividend shall be declared t h a n t en per cent, t he surplus accru ing from t ime to t ime to be appropr ia ted for t he advancement of educat ion in such m a n n e r as t he directors shall de termine.
60. The company shall no t m a k e any dividend whereby the i r
capi tal stock will be in any degree reduced Provided always t h a t t h e word " d iv idend" shall not be construed to apply to a r e t u r n of a n y por t ion of the capital stock wi th t he consent of all t h e mor tgagees a n d bond creditors of t he company due not ice be ing given for t h a t purpose
a t an ex t raord inary mee t ing to be convened for t h a t object.
6 1 . N o dividend shall be paid in respect of any share un t i l all
calls t hen due in respect of t h a t and every other share held by t h e
person to w h o m such dividend may be payable shall have been paid.62. A n y summons or notice or any wri t or other proceeding at law or in equi ty requi r ing to be served u p o n the company may be served by the same being left a t or t r ansmi t t ed t h r o u g h the post directed to t he pr incipal office of t h e company or be ing given per sonally to t h e secretary or in case the re be no secretary t h e n by be ing given to any one director of t h e company.
63. Notices requ i r ing to be served by the company upon the shareholders may unless expressly requi red to be served personal ly be served by t h e same be ing t r ansmi t t ed t h r o u g h t h e post directed according to the registered address or other known address of t he share
holder
holder wi th in such period us to admi t of its being delivered in the due course of delivery wi th in t he period (if any) prescribed for t he giving of such not ice and in p rov ing such service it shall be sufficient to prove t h a t such not ice was proper ly directed and t h a t it was so p u t in to t he Post Office Provided t h a t th is enac tmen t as to t he t ime of t r ans mission shall no t apply to shareholders resident out of t he Colony b u t in every such case fourteen days not ice at the; least shall be given by adver t i sement in t he New South Wales Government Gazette and in one or more newspapers publ ished in the town of Brisbane.
64. Al l notices directed to be given to t he shareholders shall wi th respect to any share to which persons are jo int ly ent i t led be given to whichever of the said persons shall be named first in the regis ter of shareholders and not ice so given shall be sufficient not ice to all the proprie tors of such share.
65 . Every summons not ice or other such document requi r ing au thent ica t ion by the company may be signed by two directors or by the secretary of t he company and need not be under t h e common seal of t he company.
66. I f any person against whom the company shall have any claim or demand become b a n k r u p t or t ake t he benefit of any Ac t for the relief of insolvent debtors i t shall be lawful for t he secretary or t reasurer of t he company in all proceedings against t h e estate of such
| b a n k r u p t or insolvent | or unde r any fiat sequestrat ion | or act of insol |
| vency against such b a n k r u p t or insolvent | to represent t h e company |
| and act in the i r behalf in all respects. |
67. As soon as five thousand pounds of the subscribed capi tal of the company shall have been paid in ter ras of th i s A c t in to one or more of the incorporated banks of t he Colony of N e w South Wales or in to t h e B a n k of Eng land on behalf of t he company it shall t hen he lawful for t he company to proceed in car ry ing out the objects con
| templa ted by th i s | Act . |
68. Conveyances of lands to be made unde r t he provisions of this Ac t m a y be according to the form in the Schedule D to th is Ac t annexed or as near there to as t he c i rcumstances of the case will admi t or by deed in any other form which the company may t h i n k fit and all conveyances made according to t he form in t he said Schedule or as near there to as the c i rcumstances of t he case will admi t shall be effectual to vest the lands the reby conveyed in t he pa r ty in whose favour the conveyance shall pu rpo r t to be made free from all incumbrances what soever.
directors to raise any sum or sums of money by way of loan for the 69. I n case at any time it shall be thought expedient by the
purchase of land and the promot ion of immigra t ion in addit ion to t h e
money which the company are authorized by this Ac t to receive in advance from the shareholders it shall be lawful for the directors to borrow and t ake u p a t in teres t any such sum or sums as to t h e m shall seem meet and convenient not exceeding at any t ime one-half of t he capital of the company then actual ly paid up and the directors are hereby authorized and empowered to mor tgage or assign the proper ty of the company as a security for any such sum or sums of money to be borrowed as aforesaid with in teres t to such person or persons as shall advance t h e same all which said mor tgages or ass ignment shall be made under t he common seal of the company and in t he form or to t he effect in Schedule E to th is Ac t annexed and shall operate to charge t he proper ty possessed by the company at the da te of such mor tgage or ass ignment any ru le of law to the cont ra ry thereof no twi ths tand ing a n d all and every t he person and persons to whom such mor tgage or ass ignment shall be made shall be equally enti t led one wi th the other to his her or the i r propor t ion or proport ions of the said rates and
3 Q premises premises according to t he respect ive sums in such mor tgages or assign men t s ment ioned to he advanced wi thou t any preference by reason of the pr ior i ty of date of any such mor tgage or ass ignment or any o ther account whatsoever and an en t ry or memoria l of every such mor tgage or ass ignment conta in ing the n u m b e r and date thereof and t h e names of t he persons wi th t he proper addit ions to whom the same shall have been m a d e and of t h e sum borrowed together wi th t he ra te of in te res t to be paid thereon shall wi th in fourteen days nex t after t h e date thereof be entered in a book to be k e p t by t he clerk or o ther officer of the company which said book shall and may be perused a t all reason able t imes by any of t he propr ie tors or creditors of t he company or other persons in teres ted there in wi thou t fee or reward.
70. Every person to w h o m any such mor tgage or ass ignment shall have been made as aforesaid or who shall be enti t led to the money due thereon shall a n d may from t ime to t ime transfer his r i gh t and interes t the re in to any person whomsoever which transfer shall or may be in t he form or to t h e effect in Schedule E to th is A c t annexed and every such transfer shall wi th in twenty-e ight days after t h e da te thereof be produced to the manager or secretary of t he company who shall cause an en t ry or memor ia l to be made thereof in t h e same m a n n e r as t h e original mor tgages or ass ignments for which the said secretary shall be paid t h e s u m of two shil l ings and sixpence a n d after such en t ry made every t ransfer shall ent i t le such assignee his executors adminis t ra tors and assigns to t h e full benefit thereof and p a y m e n t the reon and i t shall not be in t he power of any person who shall have made such transfer to m a k e void release or discharge t h e same or any sum of money the reon due or thereby secured or any
pa r t thereof. 7 1 . The in teres t of t he money which shall be raised by mor t
gage as aforesaid shall be paid half-yearly to the several persons ent i t led the re to in preference to any in teres t or dividends due or pay-, able by v i r tue of th i s Ac t to t h e shareholders or any of t h e m and shall from t ime to t ime be fully paid and discharged or provided for before t he year ly or o ther in teres t or dividends due to t he shareholders or any of t h e m shall be paid m a d e or provided and in case t he same or any p a r t thereof shall be beh ind and unpa id by t h e space of twen ty- one days n e x t after t he same shall have become due and payable as aforesaid and t h e same shall no t be pa id wi th in seven days n e x t after demand thereof in wr i t ing shall have been made to t h e company or left a t t he office of t he company i t shall be lawful for two or more
Jus t i ces of t h e Peace ac t ing in and for t he town of Br isbane aforesaid
and t hey are hereby required on reques t t o t h e m made by or on behalfof any mor tgagee whose in teres t shall be so in a r rear by an order under thei r hands to appoin t one or more person or persons to receive t h e whole or such pa r t of t he said ra tes as are liable to pay such interes t so due and unpa id as aforesaid and the money so to be received by such person or persons is hereby declared to be so m u c h money received by or to the use of t he person to w h o m such interest shall be t hen due un t i l t he same toge ther w i th t he costs and charges of recover ing and receiving t h e rates shall be fully satisfied and paid and after such interest and costs shall have been paid and satisfied t he power a n d au thor i ty of such receiver a n d receivers for t h e purposes aforesaid shall cease and de te rmine or otherwise t h e said in teres t so due and unpa id as aforesaid m a y be sued for a n d recovered wi th costs by an act ion of debt in t h e Supreme Cour t .
72. N o person to w h o m any such mor tgage or ass ignment shall be m a d e or t ransfer red as aforesaid shall be deemed a proprie tor of any share or shall be capable of ac t ing or vo t ing by v i r tue of such mor tgage or ass ignment e i ther as pr inc ipa l or by p roxy as such a t any
mee t ing
meeting- of t he company for or on account of his having- len t or advanced any sum of money on the credit of any such mor tgage or ass ignment .
73. Al l t he moneys to he raised by t h e company by v i r tue of th i s A c t shall be laid out and applied in t he first place for and towards t h e p a y m e n t discharge and satisfaction of all costs charges and expenses incur red in applying for obta in ing and passing th is A c t and of all o ther expenses prepara tory or re la t ing the re to and all t he residue and remainder of such money shall be paid in to one or more of the incor pora ted banks of t h e Colony of New South Wales or in to t he B a n k of E n g l a n d to t he credit of the company a n d be applied in and towards t he purchas ing of waste lands in t he Colony aforesaid to p romote immigra t ion and generally for t h e purposes of th is Act .
74. Al l immigran t s to be b rough t out wi th t he funds of t he company shall be selected exclusively by some person or persons duly author ized by the directors .
75. The directors shall be empowered and are hereby empowered to appoin t cer tain days to be duly adver t ised for a t least one m o n t h pr ior to t h e day of sale for holding sales of t h e lands t he proper ty of the company as often as in their j u d g m e n t may seem desirable and all sales of lands t he proper ty of t he company shall be by publ ic auct ion.
70. The secretary or manage r of the company shall wi th in th i r ty days from and after the first day of J a n u a r y in each and every year or as soon thereafter as may be; pract icable cause a t r u e and correct list of t he names of all t he persons who shall be t hen exis t ing propr ie tors or shareholders of t he company wi th t h e respective places of abode and descriptions verified by a declarat ion to be made; by such secretary to be recorded in the office; for the regis t ry of deeds in the; Colony and t h e same shall be; open for inspect ion a t all reasonable t imes by any person reques t ing the same on paymen t of a fee of one shil l ing for each such inspection and if any such secretary shall omit or neglect to cause such a list to be ree;orded in m a n n e r aforesaid or shall wilfully falsify any such list he shall be subject and liable to a penal ty of one h u n d r e d pounds to be recovered by an act ion of debt in t h e Supreme Cour t by any person who shall sue for t h e same Provided always tha t such act ion shall be commenced wi th in two years from t h e t ime the; offence shall be alleged to have been com mit ted .
| 77. Every person whose n a m e shall be so recorded as aforesaid t h e company and shall be; liable as such u n t i l a new list of t he names | shall be; considered t aken and had to be a propr ie tor or shareholder of | |
| of the proprie tors or shareholders of t he company shall be recorded as aforesaid or un t i l be shall have given not ice in t he Government Gazette of his re t i rement from the; company Provided however t ha t no th ing here in contained shall ex tend to charge or make; liable any shareholder of the said company or his real or personal estate; wi th or for any debt or demand whatever due or to become due from or by t he said company or in a n y way re la t ing to the said u n d e r t a k i n g for any of t h e ma t t e r s or th ings authorized by th is A c t to be made done or completed beyond t h e ex ten t of his shares in t he capital of the said company not t h e n paid u p any law custom or usage to the cont rary | ||
| ||
| 78. The directors shall have t he custody of t he common seal and the form thereof and all o ther ma t t e r s re la t ing there to shall from time; to time; be de termined at me;e;tings of directors and the directors p resen t at any such mee t ing shall have power to use; the common seal for the affairs and conce;rns of the company and under such seal to author ize and empower any person wi thout such seal to execute |
a n y
any deed and to do all or any other such mat te r s and th ings as may be requi red to be executed and done in behalf of t h e company bu t i t shall no t be necessary to use t he corporate seal in respect of any of t he ordinary business of t he company or for t h e appoint m e n t of any a t to rney or solicitor for t he prosecution of any action suit or o ther proceedings or of any officer or servant of t h e com pany and such seal m a y be affixed to any deed or document by the hand of any person w h o m the directors shall appoint in t h a t behalf and t h e affixing thereof shall be a t tes ted by one director and such person so appointed and in case any conveyance or o ther ins t ru m e n t u n d e r seal shall be executed where in it appears t h a t such conveyance or other i n s t r u m e n t is executed in considerat ion of a money paymen t there in s ta ted to have been made to the company such execut ion shall have no operat ion in law or shall operate only as an escrow (according as may be indicated in t he a t tes ta t ion aforesaid) un t i l t he t reasurer or o ther officer charged wi th t h e receipt of moneys on behalf of t h e company shall have certified unde r his h a n d a t t he foot thereof t ha t such consideration money has been duly paid.
79. A t t he end of seven years from the pass ing of th i s A c t t he
objects for which the company be ing incorpora ted hav ing been com pleted t he company shall m a k e all necessary a r r angemen t s for winding u p its concerns and for dissolving itself and for the sale or division among the shareholders of t h e r ema in ing assets of t h e company and t h e several provisions here in contained and all powers privileges r igh t s and dut ies of t h e directors and of the shareholders shall only r emain and con t inue in force thereafter so far as t he same be necessary for winding u p the said concerns and for t h e sale or division of the said assets and t h e satisfying all claims and demands upon the company.
S C H E D U L E S 1 1 E E E R E E D TO I N T H E F 0 R E G O I N G ACT.
S C H E D U L E A .
Form of Certificate of Shares.
MORETON B A Y IMMIGRATION AND L A N D COMPANY.
N u m b e r
T h i s is to ce r t i fy t h a t of is t h e p r o p r i e t o r of t h e
s h a r e n u m b e r e d of " T h e M o r e t o n B a y I m m i g r a t i o n a n d L a n d C o m p a n y "
s u b j e c t to t h e r e g u l a t i o n s of t h e sa id c o m p a n y .
G i v e n u n d e r t h e c o m m o n seal of t h e c o m p a n y t h e
d a y of i n t h e y e a r of o u r L o r d one t h o u s a n d e i g h t
h u n d r e d a n d
S C H E D U L E B .
Form of Transfer of Shares.
I of in c o n s i d e r a t i o n of t h e s u m of
p a i d t o m e b y of
do h e r e b y t r a n s f e r to t h e said
s h a r e n u m b e r e d in t h e u n d e r t a k i n g ca l l ed " T h e M o r e t o n B a y I m m i g r a t i o n
a n d L a u d C o m p a n y " s t a n d i n g in m y n a m e i n t h e b o o k s of t h e c o m p a n y t o h o l d u n t o t h e
sa id h i s e x e c u t o r s a d m i n i s t r a t o r s a n d a s s i g n s (or successors a n d a s s i g n s )
s u b j e c t t o t h e seve ra l c o n d i t i o n s on w h i c h I h e l d t h e s a m e a t t h e t i m e of t h e e x e c u t i o n
he reo f a n d I t h e sa id do h e r e b y a g r e e to t a k e t h e sa id sha re s
s u b j e c t t o t h e s a m e c o n d i t i o n s .
A s w i t n e s s o u r h a n d s a n d seals t h e d a y of
S C H E D U L E C .
. S C H E D U L E C.
Form of Proxy.
I one of the p r o p r i e t o r s of " T h e M o r e t o n B a y I m m i g r a t i o n a n d
| L a n d | C o m p a n y | " | do | l ie reby | a p p o i n t | of | to | b e | m y | p r o x y |
| in | m y | absence | to vo te | in m y | n a m e | u p o n | a n y | m a t t e r | r e l a t i n g | to t h e | u n d e r t a k i n g | p roposed | a t |
| t h e | m e e t i n g | of | p r o p r i e t o r s | to | be | h e l d | on | t h e | d a y | of | n e x t | or |
| a t | a n y | a d j o u r n m e n t | the reo f | in | s u c h | m a n n e r | as | he | sha l l | t h i n k | p r o p e r . |
I n w i t n e s s whereo f I t h e sa id h a v e h e r e u n t o se t m y
h a n d (or if a corporation, say t h e c o m m o n seal of t h e c o r p o r a t i o n ) t h e d a y of
one t h o u s a n d
e i g h t h u n d r e d a n d
S C H E D U L E D .
Form of Conveyance.
B y v i r t u e of t h e A c t of t h e G o v e r n o r a n d Leg i s l a t i ve C o u n c i l of N e w S o u t h W a l e s m a d e
| a n d | passed | in | t h e | e i g h t e e n t h | y e a r | of | H e r | M a j e s t y | Q u e e n | V i c t o r i a | i n t i t u l e d | (insert | title | of |
| this | Act) | we | " | T h e | M o r e t o n | B a y | I m m i g r a t i o n | and | L a n d | C o m p a n y | " | in | c o n s i d e r a t i o n | of | t h e |
| sum | of | p a i d | to t h e m | b y | of |
| do | h e r e b y | c o n v e y | to | t h e | sa id | his | h e i r s | a n d | a s s igns | a l l | t h a t | &c. |
| (describing | premises | to | be | conveyed') | t o g e t h e r | w i t h | a l l | w a y s | r i g h t s | a n d | a p p u r t e n a n c e s |
| t h e r e t o | b e l o n g i n g | a n d | al l | s u c h | e s t a t e | r i g h t | t i t l e | a n d | i n t e r e s t | in | a n d | t o | t h e | s a m e | as | t h e | sa id |
| c o m p a n y | now | a r e | or | s h a l l | b e c o m e se ized | or possessed | of o r a r e | by | t h e | sa id | A c t | e m p o w e r e d |
| to | c o n v e y | t o | h o l d | t h e | p r e m i s e s | to | t h e | sa id | h i s | h e i r s | a n d | a s s igns | for |
| ever | a c c o r d i n g | to | t h e | t r u e | i n t e n t | a n d | m e a n i n g | of | t h e | sa id | A c t . |
G iven u n d e r o u r c o m m o n seal t h i s d a y of
in t h e y e a r of o u r L o r d one t h o u s a n d e i g h t h u n d r e d a n d
S C H E D U L E E . Form of Mortgarje Deed.
T H E MORETON B A Y IMMIGRATION AND L A N D COMPANY.
| .Mortgage, | n u m b e r | £ |
B y v i r t u e of t h e A c t of t h e G o v e r n o r a n d L e g i s l a t i v e Counc i l m a d e a n d passed in
| t h e | e i g h t e e n t h | y e a r | of | H e r | M a j e s t y | Q u e e n | V i c t o r i a | i n t i t u l e d | (insert | title | of | this | Act) | we |
| " | T h e | M o r e t o n | B a y | I m m i g r a t i o n | a n d | L a n d | C o m p a n y " | in | c o n s i d e r a t i o n | of | t h e | s u m | of |
p o u n d s p a i d to u s b y of do
| ass ign | u n t o | t h e | sa id | h i s | e x e c u t o r s | a d m i n i s t r a t o r s | a n d | a s s igns | t h e |
| l a n d a n d o t h e r p r o p e r t y | of | t h e sa id c o m p a n y | (and | in | case | such | loan | shall | be in | anticipation |
| if | the | capital | authorized | to | be | raised | a l l | f u t u r e | ca l l s | on | t h e | s h a r e h o l d e r s ) | a n d al l | t h e |
| [•state r i g h t | t i t l e | a n d | i n t e r e s t | of | t h e | c o m p a n y | in | t h e | s a m e | to | h o l d | u n t o | t h e | said |
h i s e x e c u t o r s a d m i n i s t r a t o r s a n d a s s igns u n t i l t h e sa id s u m
| of | p o u n d s | t o g e t h e r | w i t h | t h e | i n t e r e s t | for | t h e | s a m e | a t | the. |
| r a t e | of | for | eve ry | one | h u n d r e d | p o u n d s | by | t h e | y e a r | b e | satisfied | t h e | p r i n c i p a l |
| s u m | to | be | r e p a i d | a t | t h e | e n d | of | y e a r s | f rom | t h e | d a t e | he reof | a t | t h e | p r i n c i p a l | office |
| of | t h e | c o m p a n y . |
G i v e n u n d e r o u r c o m m o n seal t h i s d a y of
S C H E D U L E F .
Form of Transfer of Mortrjayc.
I of in c o n s i d e r a t i o n of t h e s u m
| of | p a i d | to m e | b y | of |
| do | h e r e b y | t r ans fe r | t o | t h e | sa id | h i s | e x e c u t o r s | a d m i n i s t r a t o r s | a n d |
| a s s igns | a | c e r t a i n | " | m o r t g a g e | " | n u m b e r | m a d e | by | " | T h e | M o r e t o n | B a y | I m m i g r a t i o n | a n d |
| L a n d | C o m p a n y " | t o | b e a r i n g | d a t e | t h e | d a y |
| of | for | s e c u r i n g | t h e | s u m | of |
| a n d | i n t e r e s t | (or | if | such | transfer | be | by | indorsement | t h e | w i t h i n |
| s e c u r i t y ) | a n d | a l l | m y | r i g h t | e s t a t e | a n d | i n t e r e s t | in | a n d | to | t h e | m o n e y | t h e r e b y | scoured | a n d | t o |
| t h e | p r o p e r t y | t h e r e b y | a s s igned . |
I n w i t n e s s whereo f I have h e r e u n t o se t m y h a n d a n d seal t h i s
d a y of one t h o u s a n d e i g h t h u n d r e d a n d An
0
0
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