Sydney Exchange Company Act 1855 No sec (NSW)

1855. 19 VIC. 423

Sydney Exchange Company.

ANNO DECIMO NONO

Y I C T O R I ^ R E G I N A .

Sydney

An Act to amend the Act for the Incorporation E xchange Company.

of The Sydney Exchange Company.” [14 /̂i

August, 1855.]

1 IT IIEllEAS by tlio Act passed in the fifteenth year of Her present

V V Majesty’s reign for the incorporation of “ The Sydney Ex- Sydney Exchange

change Company” the said company was established and incorporated with a (xipital of ten thousand pounds divided into one thousand sliares of ten pounds each witli power to increase such capital to an extent not exceeding ten thousand pounds in addition to the said original capital for the purpose of erecting completing and maintaining the Exchange and other buildings by the said Act authorized And whereas by virtue of the said })owcr the said capital has Ijeen increased to the extent of the further sum of tem thousand pounds by the creation of one thousand new shares but the said capital is much less than sulli- cient for carrying out the purposes of the said Act uj)on the scale which the company has thought it expedient to adopt and it is therefore expedient to alter and amend the said Act by giving powers to tlie said company to raise further capital or funds by the issue of additional shares or l)y means of loans to an extent not exceeding in the whole the further sum of thirty thousand pounds And whereas the said Act requires amendment in some other respects as hereinafter mentioned Be it tlua’efore enacted by Ilis Excellency the Governor of New South MAlcs by and with tlic advice and consemt of the Legislative Council thereof as follows—

1. It shall be lawful for the said company for any of the p u r-C o m p an y may vaUe

poses bereinafter mentioned by the order of any general metding to l̂ pitaUHoaifor

raise any sum or sums of money not exceeding in tbc whole the Ijotii.

fui’ther sum of thirty thousand pounds in either of the modes herein­

after mentioned or j)artly by one and partly by the other of such

modes.

2 . Subject to the before-mentioned limitation it shall be lawful enlarging

for the company to enlarge their capital as may from time to time; lie	̂‘
required by issuing new shares of ten pounds each in the like manner directed by and subject to all the like provisions mutatis mutandis as arc contained in tlic said recited Act in reference to the increase of capital thereby authorized.

3 . Subject also to the before-mentioned limitation it shall be of raising loan

by iiiol’tgage.

lawful for the company from time to time to borrow and take u]i at interest any sum or sums of money and to issue debentures for tbc same or to mortgage the personal property of the said company and the rents fees and subscriptions autliorized to be received and taken by the said company by section twenty-eight of the said recited Act as a security for any such sum or sums of money to be borrowed as afore­ said with interest to such person and his assigns as shall advance the same and all such debentures or mortgages shall be made under the

common

424 VIC. 1855.

Sydney Exchange Company.

common seal of the said company and in the form or to the effect in Schedule A No. 1 or 2 to this Act annexed and shall operate to charge the personal property rents fees and subscriptions which may h(f acquired by the said company or which may arise after the date of sucli debentures or mortgages as well as the personal property rents fees and subscriptions possessed by tlic said company or which may have arisen at the dates of such debentures or mortgages any rule of law to the contrary thereof notwithstanding And all persons to whom such debentures or mortgages shall he made shall he equally entitled one with the other to their proportions of the premises according to the respective sums advanced by them without preference by reason of priority of date or any other reason whatever And an entry or memorial of all such debentures or mortgages with the numbers and dates thereof and the names and additions of the persons to whom the same shall have been made and of the sums borrowed and the rate of interest to be paid thereon shall within fourteen days next after the dates thereof respectively be entered in a book to he kept by the secretary or other officer of the said company which book shall h(! open at all reasonable times to the inspection of all persons interested therein without fee or charge.

Mortgagees ma}’

transfer. 4'. Every person to whom any sucli mortgage shall have been made as aforesaid or who shall be entitled to the money due thereon may transfer his right and interest therein to any person whomsoever by a transfer in the form or to the effect in No. 3 of the said Schedule A to this Act annexed and every such transfer shall within twenty-eight days after the date thereof be produced to the secretary of the company who shall cause an entry or memorial to be made thereof in the same manner as the original mortgage for which the said secretary shall be paid the sum of two shillings and sixpence and after such entry made every transfer shall entitle the transferee his executors administrators and assigns to the full benefit thereof and to jiayment thereon And all such debentures may be transferred by indorsement thereon and such indorsement shall entitle the indorsee thereof to the full benefit of such debentures and to payment thereon.

Interest to be a	5.	The interest of the money which shall he raised by deben­
primary charge on

company’s property. tures or mortgages as aforesaid shall he paid half-yearly and such interest and any principal sum borrowed under the provisions hereof which shall hav(i become due shall be paid to the several persons entitled thereto in preference to any interest or dividends due or pay­ able by virtue of this or the said recited Act to the shareholders or any of them and shall from time to time be fully paid and discharged or provided for before the yearly or other interest or dividends due to tin; shareholders or any of them shall be paid and in case any such prin­ cipal or interest shall be behind and unpaid by the space of twenty- one days next after the same shall have l^ecome due and payable as aforesaid and the same shall not be paid within seven days next after demand thereof in writing shall have been made to the secretary of the said company at the office of the company it shall be lawful for two or more Justices of the Peace and they are hereby required on request to them made by or on behalf of any mortgagee whose prin­ cipal or interest shall be so in arrear by an order under their hands to appoint one or more person or persons to receive the whole or such part of any rents fees or subscriptions liable to pay such principal or interest so due and unpaid as aforesaid and the money so to he received by such person or persons is hereby declared to be so much money received by or to the use of the person to whom such jjrincipal or interest shall be then due until the same together with the costs and charges of recovering and receiving the rents fees and subscriptions shall be fully satisfied and paid and after such principal or interest

and

1855. 19« VIC. 425

Sydney Exchange Company.

and costs shall have been paid and satisfied the power and authority of such receiver and receivers for the purj)Oses aforesaid shall cease and determine or otherwise the said principal or interest so duo and unpaid as aforesaid may he sued for and recovered with costs by an action of debt in the Supreme Court.

6. Xo person to whom anv such dehemture or mort^airc shall ’̂onwi-tgascctohave

he made or transferred as aforesaid shall in virtue of such debenture or	̂‘	'
mortgage he deemed a proprietor of any share or shall be capable of acting or voting at any meeting of the said company.

7. In case the said company shall raise any sum of money by Company may shift

debenture or mortgage and shall aftenrards pay off the same or any ">°rfgagcs.

j)art thereof it shall be lawful for the company and they arc hereby

authorized and empowered again to raise so much and such sum of

money as they shall from time to time have paid off and so from time

to time as often as the same shall hapjx'u.

8. I t shall be lawful for the said comnanv to applv the several Hoy money raised

sums of money to be so raised whether by enlarging the capital of tlic	*	'
said company or by loans as aforesaid towards completing the erection of the building to be used as an Exchange in the city of Sydney and the erection and completion of any other buildings otfices and appur­ tenances which may be considered by the directors for the time being necessary or expedient and towards any other of the purposes of the said recited Act and in the purchase of such furniture books and other article's and things as the said directors may think it expedient to provide for use in the said Exchange.
9. So much of section sixteen of the said recited Act as follows the words “ general meeting of the shareholders” is hereby rcpcah'd and any number of directors of the said company not less than four shall constitute a board for the transaction of business and at the first meeting of the board next after the passing of this Act and from time to time thereafter at any meeting of the directors they shall elect two members of their own body to be respectively chairman and deputy chairman of the company And at all meetings of the hoard and also at every general and special general meeting of shareholders such chairman or in his absence such deputy chairman shall preside and Avhen both are absent the directors or the shareholders present as the case may be shall elect a chairman for the time being.

10. At every general or special general meeting the presence of Thirteen share-

thirteen shareholders shall be necessary to the transaction of any a generaî meĉ ̂

business except that of adjourning the meeting and if at the expiration

of half an hour from the time for Avhicli tin; meeting was com'ened such

numher of thirteen shall not have asscmhh'd the shareholders present

may adjourn such meeting to some future day not less than se\'en days

thereafter and the meeting shall stand adjourned accordingly.

11. So much of the tAventy-first section of the said recited Act

as enacts that one director shall retire from office at the general'*^

meeting held in July in each year is herc^by repealed and in lieu

thereof tAA"o directors shall retire at every such meeting in the month

of July and such retirement shall be decided as in the said tAVcnty-lirst

section of the said recited Act mentioned.

12. So much of section twenty-one of the said recited Act as Ticthin" directors deemres any dii-cctor going out ol othco by rotation or otlienvisc fur twelve months, eligible to be immediately re-elected a director is hereby repealed And

no director so going out shall be eligible to be so re-electetl until after the lapse of tAvelve months from the time of his so going out of otlice.

13. Any director of the company Avho shall absent himself from Directors absent from

the board meetings for six months consecutively Avithout the permission

of the board or aaJ io shall cease to reside within this Colony or go to abroad or in remote

reside at remote parts thereof shall be declared by the directors to have to

3 U forfeited director.

426 19 ̂YIO. 1855.

Sydney Exchange Company.

forfeited his ofllicc of a director and thereupon he shall cease to be such director and his place shall he supplied hy the election of another person in his stead-

Requisition of six	id. So niucli of section twenty-six of the said recited Act as whose requisition the directors shall convene a special general meeting of shareholders is hereby rejiealed and such minimum number of shareholders shall be six provided they shall hold in the aggregate not less than one hundred shares and shall have held the same for at least
sufficient for con­	fixes the nuinhcr of elevi'ii as the niinimum number of shareholders on
general meeting.
vening a special
Poll may he	six months priwiously.
demanded.	15. In case a poll shall he demanded at a general or special general meeting of the shareholders upoir any question to be decided the same shall be determined hy ballot.

shareholders to he

SCHEDULE A.

(No. 1.)

NEW SOUTH W ALES.— SYDNEY EXCHANGE COMPANY.

£ 100. £ 100.

D E B E N T U R E for One Hundred Pounds Sterling Principal and Interest payable in

Sydney.

No. Number. No.

This debenture entitles

or indorsee to one hundred pounds sterling (value received) which with interest at the rate of pounds per centum per annum is hereby charged and secured upon the personal estate goods chattels and elfects belonging to the Sydney Exchange Company and all rents fees and subscriptions receivable by the said company hy virtue of the Act of the Governor and Legislative Council 15 Victoria passed for the incorporation of the said company or of the Act of the said Governor and Council 19th Victoria passed for amending the said Act The interest hereon will be paid half-yearly on or after the first days of January and July in each year respectively on presentation hereof at the office

of the secretary of the company in Sydney The principal sum will be payable in

years from the date hereof Dated at the office of the Sydney Exchange Company Sydney

and scaled with their common seal this	day of
one thousand eight hundred and

Secretary.

( l .S.) j- Directors.

Entered at the office of the company in the register of debentures folio and

issued this	day of	one thousand eight hundred
and fifty

Secretary.

(No. 2.)

Form of Mortgage.

SYDNEY EXCHANGE COMPANY.

Mortgage No.

By virtue of the Act passed in the nineteenth year of Her Majesty’s reign entitled

“ An Act to amend the Act fo r the incorporation of ‘ The Sydney Exchange Company’ ”

the said company in consideration of the sum of pounds shillings

and pence paid to the said company by of

do assign unto tlic said his executors administrators and assigns all the present and future personal estate .and effects of the said company and all rents fees and subscriptions received and receivable by the said company under the authority of the Act of the Governor and Legislative Council 15 Victoria passed for the incorporation of the said company or of the said Act 19th Victoria passed for amending the said Act of incorporation and all the estate right title and interest of the said company therein and thereto to hold the same unto the said his executors administrators and assigns until the

said sum of pounds shillings and pence together with

interest on the same at the rate of for every one hundred pounds by the year

shall be paid and satisfied And it is hereby stipulated that the said principal sum shall

be repaid at the end of

years from the date hereof and that interest at the rate

aforesaid

1855. 19’ VIC. 427

F7'esbyterkm Church Trustees.

aforesaid thereon or on so much thereof as shall remain due shall be paid by e(|u:d lialf- ycarly payments Dated at the office of the Sydney Exchange Company Sydney and sealed

with their common seal this	day (jf	one thousand
eight hundred and

Secretary. '

(n.s.) I Directors.

Entered at the office of the company in the register of mortgages folio and

issued this day of one thousand eight hundred

and fifty '

Secretary.

(No. 3.)

Form of Transfer.

I of in consideration of

tile sum of pounds shillings and

pence paid to mo by

do transfer to the said

his executors administrators and a.ssigns a certain mortgage

bearing date the day of one thousand eight hundred

and fifty made to me by tbc Sydney Exchange Comjiany and numbered

for securing the sum of pounds shillings and pence and

interest at per centum ])cr annum and all my right estate and interest in and to the whole money thereby secured and the personal property rents fees and subscriptions thereby assigned As witness my hand this day of one thousand eight hundred and fifty