New South Wales Marine Assurance Company Act 1851 No mac (NSW)

186 15« VIC. 1851.

New South Wales Marine Assurance Company.

ANNO DECIMO QUINTO

VICTOEIiE EEGINiE .

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mamne aLrance An Act to incorporate the New South Wales

OMPANY.	Marine Assurance Company.	[Is ̂ December,
1851.]

Preamble. "YTTIIEREAS a joint stock company called “ The New South Wales T V Marine Assurance Company ” has been lately established at Sydney in the Colony of New South Wales under and subject to the rules regulations and provisions contained in a certain deed of settle­ ment bearing date the first day of October in the year of our Lord one thousand eight hundred and fifty-one purporting to be a deed of settlement of the said company And whereas by the said indenture or deed of settlement the several parties thereto have respectively and mutually covenanted and agreed to be and continue (until dissolved under the provisions in that behalf therein contained) a joint stock company or partnership under the name style and firm of “ The New South Wales Marine Assurance Company ” for the purpose of effecting marine and other assurances of and upon vessels in harbour and at sea and of and upon the cargoes and property in and on board the same And whereas it was by the said deed of settlement agreed that the capital of the said company for carrying on and conducting the business thereof should consist of one hundred and fifty thousand pounds sterling and be divided into seven thousand five hundred shares of the amount of twenty pounds each but subject to be reduced as thereinafter and hereinafter provided And whereas by the said deed of settlement provision has been made for the due management of the affairs of the said company by certain directors already appointed and by other directors to be from time to time elected and appointed as their successors by the shareholders of the said company And whereas the whole of the capital of one hundred and fifty thousand pounds has been subscribed for and a deposit of ten shillings per share has been paid up And whereas the said company is desirous of being incorpo­ rated and it is considered that it will be advantageous not only to the said company but also to the mercantile and shipping interests of New

Company incorpo­

rated. South Wales that it should be incorporated accordingly Be it there­ fore enacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof That such and so many persons as have already become or at any time or times hereafter shall or may in the manner provided by and subject to the rules regulations and provisions contained in the said indenture or deed of settlement become proprietors of shares of or in the capital for the time being of the said company shall for the purposes aforesaid but subject nevertheless to the conditions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of “ The New South Wales Marine Assurance

Company”

1851. 15̂ VIO. 187

New South Wales Marine Assurance Compaory.

Company” and l>y that name shall and may sue any person or persons body or bodies politic or corj)oratc whether a member or members of the said corporation or ]iot and maybe sued implead and b(; impleaded in all Courts wbatsocAnr at law or in equity and may prefer lay and prosecute any indictment information and prosecution against any person or persons whomsoever for any stealing embezzlement fraud forgery crime or offence and in all indictments informations and prosecutions it shall he laAvful to state the money and goods cflects bills notes securities or other property of the said company to he the moiu'y goods effects hills notes securities or other property of the said coiqioration and to designate the said company or copartnership by its corporate name wheruiver for the purpose; of any allegation of an intent to defraud or otherwise howsoever such designation shall he necessary and the said corporation shall have perpetual suc(;cssion with a common seal Avhich may ho altered varied and changed from time to time at the pl(;asurc of the said corporation.

2 . And ho it enacted That the several laws rules regulations rrovisions of tieed of

settlement or to he made under or by virtue or in pursuance tlu;r(;of company subject to

arc and shall he the by-laws for the time being of the said corporation p ^ e ra i law of'the

save and except in so far as any of them arc or shall or may he alt(;rcd colony,

varied or repealed by or arc or shall or may he inconsistent or incom­

patible with or repugnant to any of the provisions of this Act or of any

of the laws or statutes in force in the said Colony subject nevertheless

to he and the same may he amended altered or repealed either wholfy

or in part in the manner provided by the said indenture or deed of

settlement hut no rule or by-law shall on any account or pretence

clauses and agreements contained in the said indenture or deed of of the said indenture or deed of settlement or of this Act in opposition to the general scope or true intent and meaning of the said deed of settlement or of this Act or of any of the laws or statutes in force in the said Colony.

3. And he it enacted That it shall be lawful for the said corpo- Nature of the

ration subject to all the restrictions and provisions herein contained

to carry on the business of effecting marine and other assurances of and upon vessels in harbour and at sea and of and upon the cargoes and property in and on board the same and also udth the capital advanced and with the accumulating premiums to discount jtro- missory notes and hills of exchange and in the corporate name of the said company to invest in Government sttfnirities and in such other way consistently Avith the provisions hereof as to the directors may seem best for the interests of the company hut it shall not be lawful Restrictions in tijo

for the said corporation, to hold shares in its own stoch except as here- JatToT

inaft(;r provided nor to adA’ance or lend to any proprietor of shares in

the capital of the said company any sum of money on the security of

his shares nor on any trading or mercantile speculation or business

whatsoever not fully Avithin tbe ordinary and legitimate purposes and

operations of a marine; assurance company including the investment

and employment of its capital and accumulating premiums in such

manner as to produce interest thereon and to he readily convertible

and available Avhen r(;quircd for tin; purpose of meeting losses Pro- Proviso thereon,

vided that nothing herein contained shall invalidate the lien secured by the deed of s(;ttlem(mt to the company over the shares belonging to any proprietor becoming indebted or coming under engagements to the corporation or making default in the fulfilment of any covenants in the deed of stfftlemcnt contained or prevent the corporation from holding shares forfeit(;d under the provisions of such deed of settle­ ment for the purpose of restoration to the owner or of sale as pro­ vided in such deed.

188 15« VIC. 1851.

New South Wales Marine Assurance Compani/.

Coriioration may	4. And be it enacted That it shall be lawful for the directors of the said corporation to diminish the capital for the time being of the company either by the purchase and extinguishment of shares or by a rateable return of capital to the shareholders if it shall appear that there is no immediate or prospective employment for the full amount thereof and also to revive and re-issue the extinguished shares and again call for the returned capital if the said directors shall at
diminish capital
will) the sanction of	any subsequent time think it advisable to do so Provided that when
the (jovernor.	such diminution of capital shall be made public notification of the fact shall be immediately given in the New South Wales Government Gazette and in one daily newspaper published in the city of Sydney with the sanction and approbation of the Governor for the time being of the Colony and that full publicity shall be given to the fact of such diminution having been made.
Capital and shares	5. And be it enacted That the capital or joint stock for the time being and all the funds and property of the said corporation and the several shares therein and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be transmissible accordingly subject to the regulations of the said indenture or deed of settlement.
to be jiei'soiialty.
bound to notice
Corporation not	6. And be it enacted That the corporation shall not be bound affecting any share or shares of the capital standing in the name of any person or persons as the ostensible proprietor thereof or be required to take any notice of such trusts or (iquitable interests or demands but the receipt of the person or persons in whose name or names the shares shall stand in the books of the corporation shall not­ withstanding such trusts or equitable interests or demands and notice thereof to the said corporation be a good valid and conclusive discliarge to the corporation for or in respect of any dividend or other money payable by the said corporation in respect of such shares and a transfer of the said shares by the person or persons in whose name or names such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said corporation against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that it shall be com­ petent to the board of directors of the said corporation if they shall think fit to do so to withhold payment of the dividends on any such shares and to refuse to sanction the transfer of such shares in any case in which the said corporation shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the said board of directors to be well-founded Provided also that nothing herein contained shall be deemed or taken to interfere with or abridge the right and power of a Court of Equity to restrain the payment of any such dividend or any money payable thereafter by the corporation in respect of any such shares or the transfer thereafter of any sueh shares or to direct the payment of such dividends or other money by the corporation or the transfer of such shares by the person or persons in whose name or names they may stand to such other person or persons as such Court may think fit.
trusts or equitable	in any manner by any trusts or equitable interests or demands
interests affecting
shares.
Power to take and	7. And be it enacted That it shall be lawful for the said cor­ poration notwithstanding any statute or law to the contrary to purchase take hold and enjoy to them and tlieir successors for any estate term of years or interest any houses ofidees buildings lands and other here­ ditaments necessary or ex]oedient for the purpose of managing con­ ducting and carrying on the affairs concerns and business of the said corporation and also to take and to hold until the same can bo advan­ tageously disposed of for the purposes of reimbursement only any lands houses and other real estate merchandise and ships which may
hold lands ic .

be

1851. 15' VIC. 181)

Neio South Wales Marine Assurance Company.

be so taken by the said corporation in satisfaction liquidation or discharge of any debt dm; to the corporation or in security for any debt or liability and to sell (“onvey assign assure and dispose of such bouses olficcs building’s lands licrcditaments and otlier real estate nierebandise and ships as occasion may require.

8. And be it enacted That it shall and may l)e huvful to and Power to other per-

for all and every person or persotrs bodies politic and (^orporatt; who

are or shall be otlun’wise competent to grant sell alien and convey ration,

assign assure and dispose of unto and to the use of the corporation

and their successors for the purposes aforesaid or any of them any

such houses otlic(!S lands hereditaments and other real estate whatso­

ever as aforesaid accordingly.

9. And be it enacted 'I’liat it shall be lawful for tlic board df Corporation may

uivcctors irom time to time as occasion sliali arise lor raising money business of tiie cor~

for the. ])urposes of the business of the corporation to negotiate such poratiou.

of tlic bills or promissory notes for the time being held by the com­

pany as they may consider advisable or to assign or sell any security

belonging to the said corporation and the endorsement of siicli bills

or jtromissory notes by any two or more directors for and on behalf of

tlic corjioration shall be binding against every member thereof.

10. And be it enacted That no dividend shall in any case be No dividend to be

declared or paid out of the subscribed capital for the time being o f ^

^

tlie said corporation or otherwise than out of the net gains and prolits profits only.

of the business.

1]. And be it enacted That general half-yearly meetings of the Auditors to bo

proprietors of the capital of the coi’poration shall be held in tlie ei\̂ mlnelnd'repoit

respective months of April and October in every year and that at, one on amiii.s of

of such meetings in every year two proprietors shall be elected to be

auditors of the accounts of the corporation for the year next ensuing

and that within three weeks next lieforc every such half-yearly meet­

ing the auditors for the time being shall fully examine into the state

of the accounts and alfairs of the corporation and shall make a just

true and faithful report thereon which shall be submitted liy them to

t]i(> directors of tlie corporation one week previously to sucli meeting

and wiiicli shall be l)y such directors submitted to the proprietors at

every meeting and that the said auditors sliaU and they are hereby

rc'Cjuiri'd to make a declaration before a dustice of the Peace that such

report is to the best of their respective knowledge and belief a just

true and faithful repoj’t and statement of the accounts and affairs of

the company.

12. And be it enacted That if sucli examination into or report i’cnaitie.Uorneglects

on the state of the accounts or affairs of the corporation as ]unrein- liefore retjuired to be made by auditors shall be negleetcd to be; made ilie said corporation shall for every such offence forfeit and pay to Her IMajcsty for the public uses of the said Colony the sum of one hundred pounds to ])C recovered Ijy action of debt in the Supreme Court and if any sucli auditors shall at any time knowingly make or concur in a false or detjeptive report on the state of the accounts or affairs of the corjioration such auditor shall for every such offence forfeit and pay to Her Majesty for the public uses of the Colony the sum of t,wo hundr(al pounds to lie recovered in the Supreme Court and if any such auditor shall mak(5 a declaration to any such false or deceptive rcjiort knowing the same to be false and deceptive he shall be deemed guilty of perjury and shall be liable to all the pains and penalties provided liy the law for such offence.

IT. And be it enacted That if any action or suit to be brought Pnwision as to

T j i ,• • j_ • j • j ^ actions or suits for

by the said corporat ion against any proprietor or proi)rietors ot any calls,

sliare or shares in the capital of the said corporation to recover any

sum or sums of money due and payable to the said corporation tor or

by

190 15° VIO. 1851.

New South TNales Marine Assurance Company.

by reason of any call or calls made by virtue of this Act or of the said indenture or deed of settlement it shall be sufficient for the said coi'poration to declare and allege that the defendant or defendants being a proprietor or proprietors of such or so many share or shares in the capital of the said corporation is or are indebted to the said corporation in such sum or sums of money as the call or calls in arrear shall amount to for such and so many call or calls of such or so many sum or sums of money upon such or so many share or shares belonging to the said defendant or defendants (as the case may be) v/hereby an action hath accrued to the said corporation without setting forth any special matter and on the trial of such action or suit it shall not be necessary to prove the appointment of the directors or any of them who made such call or calls or any other matters except that the defendant or defendants at the time of making such call or calls was or were a proprietor or proprietors of some share or shares in the capital of the said corporation and that such call or calls was or were in fact made and that such notice thereof was given as is directed by the said indenture or deed of settlement and the said corporation shall there­ upon be entitled to recover what shall appear due.

Secretary of the cor- 14. And bc it enacted That the secretary for the time being of

{isrof memSra with Corporation shall within fifteen days from the first day of January

their respective in every year cause a true list of the names of all the then existing

designation to'br^ mcmbers of the company with their respective places of abode and

filed in office for the designation to bc recorded upon solemn declaration (which may

at̂ Sydney undCT a*̂ ̂ taken before and administered by any registration officer or Justice

penalty.	of the Peace) in the office for the registration of deeds at Sydney and the same shall be open to inspection at all reasonable times by any person requiring the same on payment of a foe of one shilling and if such secretary shall fail to cause such list to bc so recorded or if the same shall be rvilfully incorrect or imperfect he shall bc liable to a penalty of one hundred pounds to be recovered by action of debt in the Supreme Court by any person or persons suing for the same Provided always that such action shall bo commenced within two years from the time when the offence shall have been committed and that nothing herein contained shall make such secretary lialdo to such penalty for any omission or error on account of any mcmlfer changing his place of ahodc' or of any transmission of shares by death marriage of a female proprietor bankruptcy insolvency or lunacy if such secre­ tary shall not have received notice of the same respectively.
Persons so recorded
to fie considered	15. And bc it enacted That every person whose name shall bc said company during the year for which such list was recorded and until a new list of the names of the proprietors shall have been so recorded as aforesaid or until he shall have retired and shall have given notice of his retirement by a memorandum to bc recorded in the said office for the registration of deeds at Sydney and shall have caused the word “ retired ” together Avith the date of such retirement to bc written by one of the registration officers against his name in the said list.
members of the	recorded shall be considered to bc and to have been a member of the
company.
judgment against
Execution upon	16. And be it enacted That exiicution upon any decree order the said corporation may bc issued against and levied upon the goods and chattels lands and tenements of any person who shall appear by any such recorded list of proprietors to be a member of the c;ompany at the time of such execution or to have been a member thereof at the time when the cause of such action suit or other pro(!ceding arose Provided always that no such execution shall issue against any pro­ prietor or former proprietor except upon an order of the Court in which the action suit or other j)roceeding shall have been brought
corporation may fio	or judgment in any action suit or other proceeding obtained against
issued against any
Buefi member.

or

1851. 15" VIO. 191

Neio South IVales Marine Assn,rance Company.

or instituted made upon motion in open Court after reasonably sufficient notice in writing to the persons sought to bc cliargcd and upon sucli notice such Court may order execution to be issued accord­ ingly but may refuse such order as against citlicr an existing or former proprietor if it shall appear that proper means have not been taken for obtaining satisfaction out of the general funds of the corporation and may if it shall think fit refuse such order as against a retired pro­ prietor if it shall appear to such Court that recourse is attempted to he had against such retired proprietor without sufficient grounds for apprehending that satisfaction could not he readily obtained from the corporation or from the proprietors for the time being.

17. And bc it enacted That a copy of the deed of copartnership Notarial copy of

and settlement of the said company certified and attested under the hand and seal of some notary public to lie a true transcript of the original deed of copartnership and settlement of the said company shall he received as legal evidence of the contents of such deed of co­ partnership and settlement in all Courts of Law Equity Admiralty Vice-Admiralty and in all Courts of inferior jurisdiction in the Colony of New South Wales without any further proof thereof.

18. And he it enacted That the directors for the time being of Custody and use of

the said corporation shall have the custody of the common seal of the said corporation and that the form thereof and all other matters relating thereto shall from time to time he determined at a hoard of directors of the said corporatit)ii in the same manner as is provided in and by the said indenture or deed of settlement for the determination of other matters by the board of directors of the said company and the directors present at a hoard of directors of the said corjioration shall have jiowcr to use the common seal of the said coi’poration for the alfairs and concerns of the said corporation and under such seal to authorize and empower any person without such seal to execute any deeds and do all or any such other matters and things as may he required to he executed and done on behalf of the said comjiany and in conformity with the provisions of the deed of settlement and of this Act hut it shall not he necessary to use the corjiorate seal in respect of any of the ordinary business of the comjiany or for the appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding.

19. Provided always'and he it enacted That nothing in this Act Saving the rigiits of

contained shall he deemed to alfect or apjily to any right title or othCT̂î rTôiL'iiut interest of Her Majesty Her Heirs or Successors or any body or bodies mcntionod in tins politic or corporate or of any person or jiersons except such bodies

politic or corjiorate and other persons as are mentioned in this Act and

those claiming by from or under them.

20.   And he it enacted That this Act shall he deemed and taken Tiiia Act to be deemed

to he a public Act and sliall he judicially taken notice of as such by the Judges of the Supremo Court of New South Wales and by all other Judges Justices and others within the Colony of Now South Wales and its dependencies without being specially pleaded.