Sydney and Melbourne Steam Packet Company Act 1854 No sms (NSW)

1854. 18° y ic . 365

Sydney and Melbourne Steam JPacket Company.

AXXO DECIMO OCTAVO

V I C T O R I tE R E G I N A .

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All Act to incorporate the Proprietors of a certain Company called “ The Sydney and Melhonrne Steam Packet Company” and for other pur­ poses therein mentioned. [20̂ /i September, P acket Company.

1854.]

'\T T n E R E A S a joint stock company called “ The Sydney and Mel- Preamble.

bourne Steam Packet Company ” has been lately cstahlislied at Sydney in the Colony of New South Wales under and subject to tin;

\ T

rules regulations and provisions contained in a certain indenture or

deed of settlement hearing date the tenth day of June one tliousand

eight hundred and fifty-three purporting to he a deed of settlement

of the said company And Avhereas by the said indenture or deed of

settlement the several parties thereto have respectively and mutually

couvenanted and agreed to ho and continue until dissolved under the

provisions in that behalf therein contained a joint stock company or

partnership under tlie name style and title of “ The Sydiuy and

Melbourne Steam Packet Company ” for the purpose of carrying on

the business of trading with steam and other vessels in conveying

passengers and cargo between the Australian Colonies or between

them and the Colony of New Zealand or between all or any of the said

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Colonies and the harbours and coasts thereof respectively with full power to the directors for the time being of the company to purchase and h^iihl steam ships or vessels and to perform any other matter or thing whatsoever for the management conducting and carrying on thehusiness of the company And whereas it was by the said indenture or deed of settlement further agreed that the capital of the company should con­ sist of one hundred thousand pounds to he contributed iii five thousand shares of twenty pounds each and of such further sum as a majority in number of the proprietors present at a meeting to he called for the purpose might determine to he raised hy the ereation and allotment or sale of new shares of the like amount or any other amount as therein provided And whereas hy the said indenture or deed of settlement provision has been made for the })ayment of dividends and bonuses and for the disposal and application of the profits and also for the due mauagement of the affairs of the said company And whereas the said company is desirous of being incorporated accordingly hut subject to the provisions liereinafter contained Be it therefore cnactc'd by Ilis Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof as follows—

1. Such and so many persons as have alrcady become or at Company incorpo-

any time or times hereafter shall or may in the manner provided hy and subject to the rules regulations and provisions containc'd in tlie 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

366 18*̂ YIO. 1854.

Sydney and Melbourne Steam Packet Company.

the purposes aforesaid but subject nevertheless to the conditions restrictions regulations and provisions hereinafter contained be one body politic and corporate in name and in deed by the name of “ The Sydney and Melbourne Steam Packet Company ” and by that name shall and may sue any person or persons body or bodies politic or cor­ porate whether a member or members of the said corporation or not and may be sued implead and be impleaded in all Courts whatsoever at law and in equity and may prefer lay and prosecute any indict­ ment 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 be lawful to state the money and goods effects bills notes securities or other property of the said company to be the money goods effects bills notes securities or other property of the said corporation and to designate the said company or co-partnership by its corporate name whenever for the purpose of any allegation of an intent to defraud or otherwise however such designation shall be necessary and the said corporation shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the pleasure of the said corporation.

Confirmation of pro- 2. The scvcral laws rules regulations clauses and agreements

settlement as by- Contained ill the said indenture or deed of settlement or to be made subject to 'tbi'sTcT^ Under or by virtue or in pursuance thereof are and shall be deemed and the general laws, and Considered to be and shall be the by-laws for the time being of the

said corporation save and except in so far as any of them are or shall or may be altered varied or repealed by or are or shall or may be inconsistent or incompatible with or repugnant to any of the provisions of this Act or any of the laws or statutes now or hereafter to be in force in the said Colony subject nevertheless to be and the same may he amended altered or repealed either wholly or in part in the manner provided in and by the said indenture or deed of settlement but no rule or by-law shall on any account or pretence whatsoever be made by the said corporation either under or by virtue of the said indenture or deed of settlement or by this Act in opposition to the general scope or true intent and meaning of the said indenture or deed of settlement or of this Act or of any of the laws or statutes in force for the time being in the said Colony.

Corporation to have	3.	I t shall be lawful for the said corporation in addition to the
power to construct
vessels &c. whether

and repair steam	power of purchasing and building steam ships or vessels as given
the property of the	them by the before-mentioned deed of settlement to construct and

company or not to_ . repair steam and other vessels machinery and boilers whether the trtakrapprentfee"*̂ property of the company or not and for the directors for the time being

of the said company from time to time to hire and employ all neces­ sary workmen and servants and to take apprentices with or without a sum of money by way of premium to be paid by or on behalf of any such aj)prentice and to agree for the instruction of any such apprentice in the several branches of the business trade or handicraft so to be carried on by the said company and to provide proper persons to instruct such apprentice accordingly and to pay such wages and salaries to all such workmen servants and apprentices as shall be thought proper Provided that every indenture of apprenticeship entered into by the said company shall be entered into by and in the name of the chairman for the time being of the said company and upon every change of chairman of the said company every such apprentice shall thereupon be assigned to and become the apprentice of the person who shall succeed to the office of such chairman so as to afford to every such apprentice the same protection and remedy against such chairman as in ordinary cases between master and apprentice and it shall be lawful for any such apprentice to take legal

proceedings

1854. m v i a 367

Sydney and Melbourne Steam JPacIcet Company.

proceedings against tlio chairman of the said company in any Court and before any Justices of the Peace and the award or order made hy any such Court or Justices shall he binding on the said corporation.

4.   In all cases of legal proceedings service of notice thereof upon Service of notice on

the chairman of tlu ̂ said company for the time being shall be dttemed lufficllTnt'noticc.'*'̂ ̂

and taken as good and sufficient service upon the said corporation.

5. I t shall 1)0 lavvful for the said corporation from time to time increase of capital,

to extend or increase tlieir capital for the time being by the creation allotment and disjtosal of new shares in the manner specified and set forth and subject to the rules regulations and provisions contaiiu'd in the hereinbt'fore in part recited indenture or deed of settlement but so nevertheless that the total amount of all the new shares to bo so from time to time created shall not together with the original capital exceed the sum of five hundred thousand pounds.

6. 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 bo 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.

7. Tlie corporation shall not be bound in any manner by any Corporation not

. , • I ̂ T ^ • i i 1 T /r* j • 1 ̂ bound to notice

trusts or equitable mtiu'ests or rleraands aitecting any share or shares trusts or equitable of the capital standing in the name of any person or persons as the affecting

ostensible proprietors thereof or be required to take any notice of such

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trusts or equitable interests or demands but the receipt of the ptn-son or persons in whose name or names the share shall stand in the books of the corporation shall notwithstanding such trusts or equitable interests or demands and notice thereof to the said corporation be a good valid and etfectual discharge 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 interest or demands Provided always that nothing herein contained shall he deemed or taken to interfere with or abridge tlie right and power of a Court of Equity to restrain, the payment of any such dividend or othei’ money payable thereafter by the corporation in respect of any such shares or the transfer thereafter of any such shares or to direct the ])aymcnt of such dividends or other money by the corporation or tlie transfer of sucli shares by the person or persons in whose name or names they may stand to such other person or piu-sons as such Court may think fit.

8. I t shall be lawful for the said corporation notwithstanding any statute or law to the contrary and notwithstanding any clause or &c. provision herein contained to purchase take hold and enjoy to them and their successors for anv estate term of vears or interest anv houses , , , 1 j j 1 , 1 , ! j 1 1 T 1 and lioUl lands

t t/

offices buildings lands and other hereditaments necessary or proper for the purpose of managing conducting and carrying on the affairs con­ cerns and business of the said corjioration and also to take hold and enjoy all houses offices buildings lands and hereditaments held by the said company before the passing of this Act and also to take and to hold until the same can be advantageously disposi'd of for the purpose of reimbursement only and not for profit any lands houses and other real estate which may be so taken by the said corporation in satisfaction liquidation or discharge of any debt due to the corporation, or in security for any debt or liability bond fide incurred or come under previously and not in anticipation or expectation of such security but not for any other purposes and to sell convey assign assure and dispose of such houses offices buildings lands hereditaments and other real

estate as occasion may require. 9.

368 18” VIC. 1854.

Sydney and Melbourne Steam Packet Company.

Power to other per­

sons to convey real	9. I t shall and may be lawful to and for all and every person competent to' grant sell alien and convey assure and dispose of unto and to the use „of the said corporation and their successors for the purposes aforesaid or any of them any such houses othccs lands hereditaments and other real estate whatsoever as aforesaid accordingly,
estate to the corpo­	or persons bodies politic or corporate who are or shall he otherwise
ration.

taken out of theNo dividend to be 10. No dividend or bonus shall in any case be declared or paid capital but from the out of the Subscribed capital for the time being of the said corporation

profits only. ' ' or otherwise than out of the net gains and profits of the business.

Provisions as to	11. In any action or suit to be brought by the said corporation capital of the said corporation to recover any sum or sums of money due and payable to the said corpoi-ation for or by reason of any instal­ ment or instalments call or calls made by virtue of this Act or of the said indenture or deed of settlement it sliall be sufficient for the said corporation 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 cor­ poration in such sum or sums of money as the instalment or instal­ ments call or calls in arrear shall amount to for such and so many instalment or instalments 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) whereby 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 how or in what manner such instalment or instalments call or calls became or were made payable or any other matter except that the defendant or defendants was or were a holder or proprietor or holders or proprietors of one or more share or shares in the capital of the said corporation and that such instalment or instalments call or calls was or were in fact due and that the time fixed for the payment thereof Avas given as is directed by the said indenture or deed of settlement and the said corporation shall thereupon be entitled to recover what shall appear due,
calls and instal­	against any proprietor or proprietors of any share or shares in the
ments.

actions or suits for

instalments contracts Nothing herein contained shall prejudice or be deemed to

&c. made or done prejudice any instalment due contract or other act deed matter or

s"tti'emenSbSor°ê tiling entered into made or done by the said company under or by

this Act in operation virtuc of the Said indenture or deed of settlement before this Act shall not_to be prejudiced Operation but the same instalment call contract act deed

matter or thing shall be as valid and efiFectual to all intents and purposes as if this Act had not been passed and may he enforced in like manner as if the said company had been incorporated before the same instalment call contract act deed matter or thing had been made entered into or done.

Liability of share­	13. In the ei'ent of the assets of the said corporation being insufficient to meet its engagements shareholders shall in addition to the amount of their subscribed shares in the capital of the said corpo­ ration be responsible to the extent only of a sum equal to the amount of their said shares.
holders.

In wbat matters cor- 14. I t shall not be necessary to use the corporate seal in r^quirerto be used. I’Gspect of any of the Ordinary business of the company or for the

appointment of an attorney or solicitor for the prosecution or defence of any action suit or proceeding and any person duly authorized and empowered under the corporate seal may without such seal execute any deed and do all such other acts matters and things as may be required

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to be executed and done on behalf of the said corporation and in con­

formity with the provisions of the deed of settlement and of this Act.