Sydney Exchange Company Act 1851 No sec (NSW)

S ydney E xciunoe

Company.	An Act for tlie incorporation of a Company called “ Tlie Sydney Excliang’e Companj^” [19̂ /̂ December, 185L]
PrcamLie.	AA/" H E llE A S tlic erecting and maintaining a building in the city

V ¥ of Sydney in the Colony of New South. Wales to he used as

an Exchange or place of resort wherein merchants and other persons concerned in commerce may conveniently meet for the purpose of eon- ferring upon and transacting commercial affairs and for other purposes incidental thereto would he of great public utility and it is deemed advisable to give encouragement to such enterprising persons as may he ■willing to erect and maintain such building by granting to them an Act of incorporation and conferring upon the corporation the privileges and advantages hereinafter mentioned And whereas the persons hereinafter particularly mentioned have associated themselves for tlu; purpose of erecting and maintaining an Exchange and arc desirous of obtaining an Act of Incorporation Be it therefore enacted by His Excellency the Governor General of New South Wales A’ldth the advice

Proprietors iucorpo- ^^d consciit of the Legislative Council thereof That Joseph Scaife

’if Willis John William Gosling John Walker Alexander Campbell Joshua

change Company.’’ IHchmoiid Young Joliii Gilchrist George Thorn Thomas Whistler Smith George Bees and David Jones all of Sydney in the Colony of New South W’ales gentlemen and all and eA'ery other person and persons Avho shall hereafter become subscribers to the capital of the said undertaking and their several and respectNc executors adminis­ trators and assigns are and shall be united into a com^pany for erecting and maintaining a building in the city of Sydney aforesaid to be used as an Exchange or place of resort wherein merchants and other persons

.. ■ concerned

1851. VIO. 223

Sydney Exchange Company.

coiK^erned in commercn may conveniently meet for tlie purpose of conferring upon and transacting commercial affairs and for otlicr purposes incidental thereto or by this Act authorized and for that purpose shall h(' one body corporate by the name and stylo of “ The Sydney Exchange Company ” and by that name shall have perpetual succession and shall have a common seal and by that name shall and Scai.

may sue and bo sm-d plead and be impleaded answer and be answered delVnd and be defended in all Courts and places whatsoever and the said company shall have power and authority from and afti'i- the passing of this Act and at all times hereafter to purchase and hold lands tenements and hereditaments to them and tlicir successors and iioM iai,ds &c.

assigns for the use of the said undertaking and generally for the

purposes of carrying this Act into effect and also to sell and dispose of

the said lands tcncmients and lu'reditaments again in manner by this

Act directed without incui’ring any penalties or forfeitures and also

that the said company shall from time to time and at all times have

full j)ower and authority at any general lialf-yearly or special general

meeting convened as hcreinaftc'r mentioned to constitute make ordain

I'.v-iaws

and ('stablish and thereafter to alter and amend such by-laws regula­ tions and ordinances as maybe deemed necessary for the good rule and government and management of the said company and its property and for the well governing of the directors auditors ofileers and other persons (employed by the company Provided that such by-laws regula­ tions and ordinances be not inconsistent herewith or with any laws in force in this Colony or r('])ugnant to the laAvs of England.

2. And be it enacted That the original capital stock of the Capital,

company hereby established shall be ten thousand pounds sterling and shall be diAuded into one thousand shares of ton jiounds each Avith poAver to increase such cayiital as hereinafter mentioned and such shares shall be numbered consecutively according as the same are allotted and issued and CA'cry such share shall ahvays lie distinguished by the number to be applied to the same and the said shares shall be and arc hereby vested in the persons hereinbefore named and in such

other persons as shall take shares in the said company and aa I io s c

names shall be entered in “ The Ilegistcr of Shareholders ” hereinafter

mentioned and their several and respective executors administrators

and assigns and immediately upon taking any share or shares the

person taking the same' shall pay to the secretary or other projier ‘

officer of the said company the sum of ten shillings sterling for every share AAdiich shall bi' so taken and such person his executors adminis­ trators or assigns shall pay the remaining amount of ewery such sliare to such person or persons and in such parts or proportions and at such times (not being less than thirty days after notice) as the directors of the said comjiany shall think fit and from time to time call for and require and on demand by the holder of any share the directors shall cause a certificate under tin' seal of the said company of the px’oprietor- ship of such share to be deliA'cri'd to such shareholder and the same shall be according to the form in the Schedule A to this Act annexed or to the like effect and that the said shares shall be and be deemed simrea in ho pDi s.mn

pi'rsonal estate and transferable and transmissible aei^ordingly and that every such share shall ('ntitlc the holder thereof to a proportionate part of the profit and diA'idends of the said company.

3. And be itenacti'd Tliatthc said directors shall as soon as the Rcaistor oi .siuav.

same can be done cause the names additions and addresses of	•
s(!V('ral propricitoi’s of shares in tin? capital stock of the said company tog(!ther Avith the number ol' shares to Avhich they shall be respectivc'ly entitled and also the proper number by Avhich every such share shall be distinguislu'd and the amount of the subscriptions paid thereon to be fairly and distinctly entered in a register book to be kept in the

office

224 15̂ VIC. 1851.

Sydney Exchange Company.

office of the said company for that purpose and to ho called “ The Register of Shareholders ” to the end that each jjroprietor for the time being and his intertist in the company may be known and that when and so often as any change of ownership in such shares shall take place by transfer or otherwise such change of ownership shall be duly entered in the said book and thereupon the name addition and address of the new proprietor shall be entered in the said register in the place and stead of the transferror.

Shares may he sold. 4. And be it enacted That it shall be lawful for the proprietor of any share in the said undertaking and his executors or administrators to sell and dispose of any share to which he shall be entitled therein subject to the provisions herein contained and the form of conveyance of shares may be in the following words or to the like effect varying the names and descriptions of the contracting parties as the case may require—

Form of conveyance. “ I of in

“ consideration of paid

“ to me by of

“ do hereby bargain sell assign and transfer to the said

“ share for shares as the case may

“ he) numbered of and in ‘ The Sydney

“ Exchange Company’ to hold unto the said

“ his executors administrators and assigns and I the said

“ do hereby agree to accept and take the said

“ share for shared subject to the rules orders restrictions

“ and conditions to which the same were subject in the

“ hands of the said

“ As witness our hands and seals the day

“ of A .D . 18

And in every such case the said deed or conveyance being duly executed shall be delivered to the secretary or other proper officer of the said company to be kept by him and the said secretary or other proper officer shall enter a memorial of such transfer and sale for the use of the said company in a book to be kept for that purpose and shall endorse such entry on the conveyance and shall on demand deliver a new certificate to the purchaser and for every such entry together Avith such endorsement and certificate the company may demand any sum not exceeding two shillings and sixpence and on the request of the purchaser of any share an endorsement of such transfer shall be made on the existing certificate of such share instead of a new certi­ ficate being granted and such endorsement being signed by the secretary or other proper officer of the said company shall be considered in every respect the same as a new certificate and until such transfer shall be so delivered to the secretary or other proper officer as aforesaid the vendor of the share shall continue liable to the company for any calls that may be made upon such share and the purchaser or purchasers of the share shall not be entitled to receive any share of the profits of the said undertaking or to vote in respect of such share and after the transfer of any share or shares the trans- ferree thereof shall be liable in respect of all debts and contracts previously incurred or entered into by the said company in the same manner as if he had been then a proprietor provided that the trans­ ferror shall not by reason of any such transfer be absolved from his liability to strangers in respect of debts and contracts so incurred and entered into whilst he was a shareholder in the said company.

Evidence of property 5. And be it enacted That a certificate of the proprietorship of

in shares. any share in the said company under the seal of the said company as aforesaid shall be admitted in all Courts as prima facie evidence of the title of the person named therein as the proprietor his executors

or

1851. 15̂ VIC. 225

Sydney Exchange Company.

or administrators to the share therein specified hut the want of such certificate shall not hinder or prevent the holder of any share from dis­ posing thereof or receiving his share of the profits in respect thereof.

6. And ho it enacted That no shareholder shall sell or transfer transfer of siiaros 1 • 1 1 1 n • I t • 1 oj n not pernuttcu whilst

any snare wnicii lie shall possess in the said company alter any call calls duo.

shall have been made by the said directors for any sum or sums of

money in respect of such share unless he at the time of such transfer

shall have paid or discharged to the secretary of the said company or

to such other person as the directors shall authorize to receive the

same the whole and entire sum of money which shall have been called

for in respect of such share so to he sold and transferred and the

interest due thereon if any.

7. And he it further enacted That the company shall not he fo°™nc7t™sts°or''' hound in any manner by any trusts or equitable interests or demands cquitaUc iutertsts

affecting any share or shares of the capital standing in the name of

shares,

any person or persons as the ostensible proprietor thereof or he required to take any notice of such trusts or equitable interests or demands hut the receipt of the person or persons in whose name or names the shares shall stand in the books of the company shall not- Avithstanding such trusts or equitable interests or demands and notice thereof to the said enmpany he a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable by the said company in respect of such shares and a transfer of the said shares by the person or persons in whose name or names such share shall so stand shall notwithstanding as aforesaid he binding and conclusive so far as may concern the said company against all persons claiming by virtue of such trusts or equitable interests or demands Provided ahvays that it shall he competent to the board of directors of the said company if they shall thiidv fit so to do to Avithhold 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 com])any 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 hoard of directors to he well-founded And provided also that nothing herein contained shall he 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 other money payable thereafter by the company in respect of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other money by the company or the transfer of such shares by the person or persons in whose name or names they may stand to such other person or j^ersons as siich Court may think fit.

8. And he it (macted That if before or on the day appointed

for such pa\Tuent any shareholder shall not pay the amount of any ̂ '

call to Avhich he is liable every such shareholder shall he liable to pay

interest for the same at the rate of eight pounds per centum per annum

from the day appointed for the payment thereof to the time of the

actual payment.

9. And he it enacted That if at the time appointed by the s a id to sue default-

directors for the payment of any call any shareholder shall fail to pay '"ssiiarcho ers.

the amount of such call to which he shall he liable it shall he lawful

for the said company to sue such shareholder for the amount thereof

in any Court of law or equity and to recover the same Avith interest

after the rate aforesaid from the day on Avhich such call was payable.

10. And he it enacted That in any action or suit to be brought Form of declaration,

by the said company against any shareholder to recover any sum of money due and payable to the said company for any call it shall not be necessary to set forth the special matter but it shall be sufiicient for the said company to declare and allege that the defendant is the

2 p holder

226 15̂ ̂VIC. 1851.

Sydney Exchange Company.

holder of one share or more in the said eompany (stating the number of shares) and is indebted to the said company in such sum of money as the calls in arrear shall amount to in respect of one call or more upon one share or more (stating the number and amount of each of such calls) whereby an action hath accrued to the said company and it shall not be competent to the defendant to set up partnership as a defence or objection to such action or suit.

Proofs necessai}’.	11. And be it enacted That on the trial or hearing of such action or suit it shall be sufiicient to prove that the defendant at the time of making such call was a holder of one share or more in the said company and that such call was made and such notice thereof given as is directed by this Act and it shall not be necessary to prove the appointment of the directors who made such call nor any other matter whatsoever and thereupon the said company shall be entitled to recover what shall be due upon such call and interest thereon.
Evidence of being
shareholders.	12. And be it enacted That the production of “ The Eegister of Shareholders” required to be kept in the office of the said company shall be prima facie evidence of such defendant’s being a shareholder and of the number and amount of his shares.
Forfeiture of shares.	13. And be it enacted That if any shareholder shall fail to pay any call payable by him together with interest if any shall have accrued thereon the directors of the said company at any time after the expiration of one month from the day appointed for payment of such call may if they shall think fit declare the share in respect of which such default shall have been made (or in case the person in default shall hold more than one share then so many only of his shares as may be sufficient on sale thereof to pay the sum in arrear upon the Avhole of his shares together ufith interest and expenses) forfeited and that whether the said company have sued for the amount of such call and interest or not and without prejudice to their
Notice of forfeiture.	right to recover the same by action or suit Provided that before declaring any share forfeited the directors shall cause at least twenty- one days notice of their intention to declare such share to be forfeited to be left at or transmitted by post to the usual or last known place of abode of the person appearing by “ The Eegister of Shareholders ” to be the proprietor of such share and to be published in the New South Wales Oovernment Gazette and in one or more of the news­ papers published in Sydney.
Forfeited shares may
he sold.	14. And be it enacted That after such forfeiture as aforesaid it shall be lawful for the said directors to sell the forfeited share either by public auction or private contract and if there be more than one forfeited share then either separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold as aforesaid and upon every such sale and on payment of the purchase money it shall be lawful for the directors to cause a transfer of the

Title of purchaser of scares SO sold to be executed to the purchaser by the secretary of the sue s ares. company and such transfer shall constitute a good title to such share

and a certificate of proprietorship shall be delivered to such purchaser and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall not be bound to see to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale but the company shall pay over to the defaulter the surplus if any produced by such sale over and above the said

Sliares to revert in	arrears interest and expense Provided nevertheless that if payment
certain cases.	of such arrears of call and interest and expenses be made before any share so forfeited shall have been sold as aforesaid such share shall immediately thereupon revert to and revest in the party to whom the same belonged before such forfeiture.

9 9 7

1851. IS'’ VIO.

Sydney Exchange Company.

15. And be it enacted That as soon as the sum of five tbonsand Commencement oi

pounds shall he actually })aid up and not before it shall he lawful for the said company and they are hereby authorized and empowered by themselves their deputies agents oflicers and workmen to erect and to enter into contracts for erecting a building to he used as an Exchange in the city of Sydney aforesaid and all other offices edifices and appurtenances which may l)c convenient to he attached thereto or connected therewith.

16. And be it enacted That the immediate government and management of the affairs of the said company shall he vested in twelve directors who shall he proprietors of at least five shares each and who shall he chosen by the shareholders of the said company in the manntn’ hereinafter provided and shall he removable by a general meeting of the shareholders and the said directors shall among them­ selves elect a chairman and any number of directors not less than four shall constitute a hoard for the transaction of business and the said diturman shall preside at all meetings of the directors when present and when absent the directors present shall elect a chairman for the time being and the chairman shall vote at the hoard as a director and in case of there being an equal number of votes for and against any question before the board the chairman shall have the casting vote. of directors,

17. And be i t enacted That no shareholder shall be e n t i t l e d '“suiateii-

to vote in the deliberations of the said company who shall not be possessed of five shares at the least in the capital stock of the said company and that every shareholder who shall be possessed of five or more shares in the said company shall for the first five shares be entitled to one vote and for every additional five shares to one additional vote Provided that no shareholder shall be entitled to more than ten votes in the said deliberations and all shareholders may vote by proxy if they shall see fit provided such proxy be a shareholder and do produce from the shareholder whom he shall represent or for whom he shall vote an appointment in or to the fol­ lowing form or effect—

“ I (or wc) of do hereby i’""" "f

“ nominate constitute and appoint

“ one of the proprietors of the Sydney Exchange Com­

pany to be my proxy in my name and in my absence to “ vote and give my assent to or dissent from any business “ matter or thing relating to the said company that shall “ be mentioned or proposed at the general or special “ assembly of the said company to be holdcn tbe

“ day of or any adjournment thereof if I shall “ not be present in such manner as lie shall think for the “ benefit of the said company In witness whereof I have

“ hereunto set my hand this day of

“ one thousand eight hundred and .”

And every question of eh'ction of public officers or other matters or things which shall be proposed discussed or considered at any public meeting of the said company under the autliority of this Act shall be determined and decided by the majority of votes and proxies then and there present Provided always that the same person shall not vote as proxy for any number of persons Avho together shall be entitled to more than twenty votes.

18. And be it enacted That if anv shareholder be a lunatic or idiot such lunatic or idiot may vote by his committee and if any share­ holder be a minor he may vote by his guardian or any one of his guardians and every such vote may be given either in person or by proxy. " " " and minors.

228 15^ VIC. 1851.

Sydney Exchange Company.

First general 19. And be it enacted That whenever one half of the said

meeting.

capital stock shall have been subscribed the first general meeting of the shareholders for putting this Act in execution shall he held at some convenient place within the city of Sydney between the hours of ten in the forenoon and four in the afternoon of which meeting not less than fifteen days notice shall he given by advertisement in the Neto South Wales Government Gazette and in one or more of the newspapers published in the said city which notice three or more of the said shareholders are hereby authorized to give and there shall he held in each and cveiy year after the present year two general meetings of the shareholders to he convened upon the first Monday in the months of January and July in each year at the hour of eleven in the forenoon in the said city or at such other day hour or place during the said months as the said company at the preceding general meeting shall from time to time direct and appoint of which future general meeting not less than fifteen days notice shall he given by public advertisement as hereinbefore mentioned or in such other manner as the said company at their respective general meetings shall direct Pro- ■vuded always that the omission to meet as hereinbefore required shall work no forfeiture hut the shareholders may he afterwards called together by the directors of the said company for the time being.

Uleotion of directors.

20. And he it enacted That at such first general meeting as aforesaid the shareholders then present by themselves or their proxies shall proceed to elect out of such shareholders as shall respectively be then possessed of not less than five shares in the said company twelve persons to he the first directors of the said company.

Eetiremont of 21. And he it enacted That at each general meeting which

diructors.	shall he held in the month of July in each year one director shall retire: from office such retirement to he decided by ballot among the said directors until all the first set of directors in office at the first general meeting in July shall have so retired and then in each succeeding year the director who shall have been longest in office shall retire and so on from time to time during the continuance of the said company and at every such general meeting in the month of July in each and every year or at some adjournment thereof the shareholders then present by themselves or their proxies shall elect a new director in the place of the director who shall have so retired and of any other director whose j)lace shall be then vacant in the manner hereinbefore provided for the
Tte-election of direc­	election of the first set of directors Provided always that every
tors.	director who shall by rotation or otherwise go out of office on any annual day of election shall he eligible to he immediately re-elected a director of the said company and any director who shall at any time he re-elected shall he deemed to have been in office only from the time of such re-election and that all the said first set of directors shall have so retired before any new or re-elected directors shall retire.
Vacancies of direc­

tors how to he filled 22. And he it enacted That every vacancy in the office of

up. director occasioned hy'death resignation disqualification or removal or by any other means than by going out of office by rotation as herein­ before mentioned shall he filled up by the election of a new director at a special general meeting of the shareholders to he convened by a majority of the remaining directors for that purpose within two calendar months next after such vacancy shall occur or at the next general half-yearly meeting if the vacancy shall occur within two months of the time for holding the same and the directors shall think fit to allow the place to continue so long vacant and every shareholder who shall be so elected shall continue in office so long only as the person in whose place or stead he may he elected would have been entitled to continue in office if such death resignation disqualification or removal had not happened Provided always that no person being

concerned

1851. 15̂ VIC. 229

Sydney Exchange Company.

concerned or intorestiid in any contract under tlie said company shall Contractors

be capable of Ix'ing chosen a director of tbe said company and no

'

dirt'ctor shall be ca])ablc of being interested in any contract n itb tb(̂

company during tbe time he shall be a director Proyidtxl also that if

any such contractor or person interested in any such contract shall be

eleeded and shall act as a director bis acts and the acts of tbe board

whilst be continued de facto a memlKtr thereof shall be yalid and

effectual but it shall be laAvful for a majority of tbe other dirc(;tors or

for any general meeting of shareholders to declare the election of such

person yoid and to remove him from the office of a director.

23.                 And be it enacted That the said directors shall baye tbe

power of appointing and discharging all and ev(ny tbe officers and directors. ' '

other persons connected with the said company and of paying to them

such salaries or rates of remuneration as to tbe said directors shall

seem proper and also shall bayc tbe management and superintendence

of the alfairs of the said company except as to such mritters as are

directed by this Act to bo transacted by a general meeting of tbe

sbarcbobb'rs but the exercise of all such powers shall be subject to tbe

by-laws rules and regulations of tbe said (iompany.

21. And be it enacted That tbe said shareholders shall at the A.pp<>intraeut ot

saul first 2;Gneral meeting elect from among the members oi the said

company three persons being severally possessed of five shares each in

tbe said undertaking to be auditors of the said company to examine

and pass tbe accounts thereof and such auditors shall eoiitinuc in

office two years and when by effluxion of time tbe said auditors shall

go out of office two persons duly qualified shall on the day on vbicdi

tlû said auditors shall so go out of office or at the next general half-

yearly nu'cting to be held thereafter be elected to be tbe auditors for

■

the succeeding two years Proyided always that it shall be lawful for any two of the said three auditors for tbe time being to examine anti pass tbe accounts of the said company Proyided also that any vacancy in the office of auditor occasioned by death resignation disqualification or removal (which removal may be by a general meeting of shareholders) shall be filled up by the election of a new auditor at a special gtmcral meeting of tbe shareholders to be convened by tbe board of directors Avitbin two calendar months next after such A'acancy shall occur or at the next general half-yearly meeting if tbe vacancy shall occur Avitbin tAVO months of tbe time for bolding the same and every shareholder Avbo shall be elected to supply such vacancy shall continue in office so long- only as the person in Avbosc place be may be elected AA'Ould baA e been entitled to continue in office if such Amcancy bad not happened.

25. And bo it (macted That the said directors for tbe time being Half ycwiy icpoit.

shall at every general half-yearly meeting of tbe said company lay b('lbrc the shareholders a report or statem('nt of tbe accounts of tin- said company and it shall be laAvful for tbe said shareholders then present to allOAV such accounts and after such alloAA'ance tbe same shall not be opened or called in question unless any fraud shall be dis- coA'ered therein.

2(5. And be it enacted That it shall be laAvful for tbe directors Kxtrnoniinary mcet-

eitber of their oAAm motion or at tbe instance of .sbarcboldcrs as herein-

company.

aft(-r nn-ntioned to call a special general meeting of tbe sbarebobb-rs and in case cloven or more sbareboldcrs shall by Avriting under their bands rcqiAirc tbe directors to call such meeting and shall in their recpiisition express the object of the meeting required to be called the said directors shall forthAvitb upon the receipt of such requisition con­ vene a meeting of tbe sbareboldcrs accordingly and if the directors shall fail to call such meeting Avitbin ten days after the receipt of such requisition the shareholders aforesaid qualified as aforesaid may call such meeting in their OAvn names.

230 lo^ y io . 1851.

Sydney Exchange Company.

Notice thereof.	27. And be it enacted Tbat fifteen days pubbe notice at the least of all meetings whether general or special general shall be given by advertisement in the Neio South Wales Government Gazette and one or more newspapers as hereinbefore mentioned which notice shall specify the place day and hour of meeting and every notice of a special general meeting shall specify the purpose for which such meeting is called.
Admission fee
annual subscription	28. And be it enacted That it shall be lawful for the said com­ pany from time to time and at all times hereafter to let and receive the rents of the offices and other buildings erected by the said com­ pany in connection with the said exchange and also to ask demand take recover and receive to and for the use and benefit of the said company an admission fee and such other annual subscription as shall from time to time be settled by a by-law of the said company from all persons who shah, be desirous of being admitted to the use of the said Exchange buildings or any part or parts of them in particular Provided that such admission fee for the use of the ordinary Exchange room shall not exceed tw'o guineas and that such annual subscription shall not exceed two guineas And provided also that no person engaged in commerce within the said city and who shall tender or shall have paid the regular admission fees and annual subscription shall be excluded from the said ordinary Exchange room.
&c.
Dividends.	29. And be it enacted That the directors of the said company shall at each of the liaK-yearly general meetings make dividends of the income and profits arising to the said company first deducting therefrom the costs charges and expenses of the said company for the salaries and allowances of the several ofiicers and servants and for such other purposes connected with the said company as may be deemed proper by the said directors consistent with the by-laws rules and regulations of the said company.

Receipts of minors 30. And be it enacted That if any money be payable from the

and lunatics.	said company to any shareholder or other person being a minor idiot or lunatic the receipt of the guardian of such minor or the receipt of the committee of such lunatic or idiot shall be a sufiicient discharge to the said company for the same.
Profits reserved.	31. And be it enacted That before apportioning the profits to be divided among the shareholders the said directors may if they think fit set aside therefrom such sum as they may think proper to meet contingencies or for enlarging repairing or improving the said Exchange or the buildiugs connected therewith and divide the balance only among the shareholders.
paid on any sliare
No dividend to be	32. And be it enacted That no dividend shall be paid in respect of any share until all calls then due in respect of such and every other share held by the person to whom such dividend may be payable shall have been paid.
Liability of share­
holders.	33. And be it enacted That if any execution either at law or in equity shall have been issued against the property or effects of the said company and if there cannot he found sufficient whereon to levy such execution then such execution may be issued against any of the shareholders to the extent of their shares respectively in the caj)ital of the company not then paid up Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issue accordingly and for the purpose of ascertaining the names of the shareholders and the amount of capital remaining to be paid uj)on their respective shares it shall be lawful for any person entitled to any such execution at all reasonahle times to inspect “ The Register of Shareholders” without charge

Provided

1851. 15« VIC. 231

Sydney Exclianye Company.

Provided further that in the event of the assets of the said corporation Limit of liabilities,

being- insufficient to meet its engagements then and in that case the

shareholders respectively shall he responsible to an amount equal to

the amount of their subscribed shares only in addition to sucb sub­

scribed shares.

34. And he it enacted That if by means of any such execution Ecimbursement of

any shareholder shall have paid any sum of money beyond the amount then due from him in respect of calls he shall forthwith he reimhursed such additional sum hy the directors out of the funds of the company and in case the same shall not be paid to him by the said directors Avithin tu'cnty-one days after demand thereof he shall ho entitled to sue for and recover tlie same together with costs of suit from the said company in any Court of laAV or equity having jurisdiction to tlie extent of the sum dcmianded.

35. And ho it enacted That it shall he lawful for the said company to enlarge the capital of the said company to any extent uot exceeding ten thousand pounds in addition to the said original ciqntal of ten thousand pounds for executing completing and maintaining the Exchange and other buildings hereby authorized and the said company arc hereby authorizc'd and empowered to raise such additional capital by issuing ncAV shares of ten pounds each as hereinafter proAuded but so that each such share shall not be issued at a less price than ten pounds and all sudi ncAV shares shall be and be deemed personal estate and be transmissible accordingly and shall in all rcsj)ccts confer the same privileges and subject the holder to the same burthens and liabilities as the original shares.

36. Provided ahvays and be it enacted That Avhen and as from Pre-omptiou of new

time to time the directors of the said company shall determine to issue ncAV shares under the proA'isions of this Act they shall hy a circular letter to be sent by post or otherAAUse and addressed to each of the then proprietors of the present shares in the said company AAdiose address or the address of Avhose agent shall be then knoAvn to the directors or to the secretary of the company signify the number of ncAV shares pro­ posed to be issued and the loAvest price intended to bo taken for tlie same respectively and the proprietors of such present shares shall Avithin a period to he stated in such circular letter hut not less than thirty days from the sending thereof he entitled to the option of taking all or any of such shares so to be newly created in preference to any other person and such of the proprietors of original shares Avho Avithin such period may signify in Avriting addressed to the secretary of the company their desire; to partake in the distribution of such ncAV shares shall as betAvecn themselves he entitled to have so many of such newly created shares as shall he in proportion to the number of original shares then belonging to them respectively.

37. And be it enacted That in case any of the ncAv shares shall

not be taken up as aforesaid by original jiroprietors or if the persons™'^" '

by Avhom the same shall have been taken up shall not Avithin the

period to he fixed for such purpose by the directors of the said com­

pany (and AA'hieh shall not be less than thirty days upon the allotment

of such ncAV shares) pay the price or deposit to be reqAiired on any

newly created shares to be allotted to him then (and without prejudice

to the remedies of the said company against any such proprictoi- or

subscriber Avho shall iieglect to pay on his neAvly creati;d shares) it

shall ho lawful for the said directors to allot any such share to any

other proprietor or person AvliomsocA'cr at such price for each such

shares as the said directors may think proper but not less than ten

pounds for the same respectively.

38. And be it enacted That the secretary of the said company xaiues of proprietors

shall Avithin thirty days from and after the first day of January in recorded.

each

232 15̂ ̂VIO. 1851.

Sydney Exchange Company.

each and every year cause a true and correct list of the names of all the persons who shall l)e then existing proprietors or shareholders of the said company with their respective places of abode and descriptions verified by a declaration to be made by such secretary in pursuance of and subject to the penalties imposed by the Act of the Governor and Legislative Council passed in the ninth year of the reign of Her

9 Viet. No. 9. present Majesty Queen Victoria intituled “ An A ct fo r the more “ effectual abolition o f Oaths and Affirmations taken, and made in various “ departm ents o f the Government o f New South Wales and to suh- “ stitute declarations in lieu thereof and fo r the suppression of “ voluntary and extra-judicial Oaths and Affidavits ” to be recorded in the office for the registration of deeds at Sydney and the same shall be open for inspection at all reasonable times by any person requiring the same on the payment of a fee of one shilling for each such

Penalty for neglect, inspection and if any such secretary shall omit or neglect to cause

such list to be recorded in manner aforesaid or shall wilfully falsify any such list he shall be subject and liable to a penalty of one hundred pounds to be recovered by an action of debt in the Supreme Court or any other Court of competent jurisdiction in the said Colony by any person who shall sue for the same ProHded ahvays that such action shall he commenced within six months from the time the offence shall he alleged to have been committed.

Evidence of pro-	39. And be it enacted That every person whose name shall be recorded as aforesaid shall be considered taken and held to be a proprietor or shareholder of the said company and shall be liable accordingly until a new list of the names of the proprietors or share­ holders of the said company shall be recorded as aforesaid or until he shall have given notice in the Neic South Wales Government Gazette of his retirement from the said company.
pnetorship.
Limitation of actions.	40. And be it enacted That no action or suit at law or in equity shall be brought or prosecuted against the said company or any of its officers or members for any act matter or thing done under the authority of this Act unless such suit or action shall be commenced within six months next after the offence shall have been committed or cause of action accrued and notice in writing of such action and the cause thereof shall be given to the defendant one calendar month at least before the commencement of the action and the defendant or defendants in every such action may plead the general issue and give this Act and the special matter in evidence at any trial to be had thereupon.
Her Slajesty &c.
Saving the rights of	41. Provided always and be it enacted That nothing in this Act contained shall be deemed to affect or apply to any right title or interest of Her Majesty Her Heirs or Successors or of any Ijody or bodies politic or corporate or of any person or persons except such bodies politic or corporate and other persons as are mentioned in this Act and those claiming by from or under them.

This Act to be 42. And be it further enacted That this Act shall be deemed

deemed apubUc Act.

taken to he a public Act and shall be judicially taken notice of as

such by all Judges Justices and others without being specially pleaded.

SCHEDULE A.

FORM OF CERTIFICATE OF SHARE.

T h e Sydney E xcha ng e Co.m pan y .

No.

This is to certify that A. B. of is the proprietor of the

share (oj- shares) numbered	of the Sydney Exchange Company
subject to the regulations of the said company.

Given under the common seal of the company this

day of in the year of our Lord one thousand eight

hundred and .

ANNO