Sydney Gold Escort Act 1853 No gea (NSW)

Gold E scort.

An Act to incorporate ‘‘ The Sydney Gold Escort

Company.” [26̂ /̂ August, 1853.]

Preamble.	\ \ J HEREAS a joint stock company called	“ Tlie Sydney Gold
VV

Escort Company” has been lately established at Sydney in the Colony of New South Wales under and subject to the rules regu­ lations and provisions contained in a certain deed of settlement bearing date the twentieth day of January in the year of our Lord one thousand eight hundred and fifty-three purporting to be a deed of settlement of the said company And whereas by the said deed of settlement the several paidies thereto have respectively and mutually covenanted and agreed that they and such other persons as should become proprietors of shares in the said company as therein provided should be and continue until such company should be dissolved under the provisions in that behalf therein contained a joint stock company under the name and title of “ The Sydney Gold Escort Company” for the conveyance of gold silver and precious stones and quartz and ore containing the precious metals money bullion specie and bank and other notes and hills from and to any place or places within the several Colonies of New South Wales Victoria and South Australia respectively and it was by the said deed of settlement agreed that the capital of the said company should consist of fifty thousand pounds divided into five thousand shares of ten pounds each or so much thereof as might from time to time be necessary and of such further sum or sums as might thereafter he raised by the creation allotment and sale of new shares as therein provided And whereas by the said deed of settlement provision has been made for the due management of the affairs of the 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 said company is desirous of being incorporated and it is expedient that the said company should be incorporated accordingly subject to the provisions hereinafter contained Be it therefore enacted by His Excellency the Governor of New South Wales with the advice and consent of the Legislative Council thereof as follows—

Company incor­	1.	Such and so m*any persons as have alr(;ady become or at any
porated.

time or times hereafter shall or may in the manner provided by and subject to the rules regulations and provisions contained in the said deed of settlement become proprietors of shares of or in the capital for the time being of the said company shall (subject nevertheless to

the

1853.	17*' VIC.	259
Gold Escort.

the conditions regulations and provisions hereinafter contained) be one l)ody ]wlitic and corporate in name and in deed by the name of “ Tlio SydiK'y Gold Escort Company ” and by that name shall and may sue and In; sued liy any persons whether members of the said corporation or not and shall anti may imphiad and be impleaded in all Courts Avhatsocver at law or in (equity and may prefer lay and pro- s(5cnte any indictment information and prosecution against any pc'rson wliomsoevcr for any stealing embezzdement fraud forgery or other crime or olfenc(3 and in all indictments informations and ])rosccutions it shall be hnvful to state the money and goods elfcets bills notes securities or other pro})crty of the said company to be the money goods effects bills notes securities or other property of the said eor])C- ration and to designate; tlu' said company by its cor]>orate name whenever for the purpose of any allegation of an intent to defraud or otherwise howsoever such designation shall be necessary and the said coiqioration shall have perpetual succession with a common seal which may be altered varied and changed from time to time at the ])lcasure of the said corporation.

2 . The several laws rules reaailatiojis clauses and ag'reements scttleniont

• 1 1 T p i 1 i 1 1 1 coimrnicd.

contained m the said deed oi settlonn^nt or to be made under or by virtue or in ])nrsuance tlicr(;of sliall be deemed and considcu’ed to bo and shall be the by-laws for the time; being of the said corporation save and except in so far as any of them arc; or shall or may be; altered varied or r('pc;aled by or arc or shall or ma)" be inconsistchit or incom­ patible with or repugnant to any of the provisions of this Act or of any of the laws or statutes now or hereafter to be ui for(;e in the said Colony but no rule or by-huv shall on any account or pretence what­ soever be; made by the said corporation either under or by ^■irtu(; of the said deed of settlement or of this Act in ojeposition to the general scope; or true; intent and meaning of this Act or of any of the lav s oj- statutes in force for the' time' being in the said Colony.

3. It shall be lawful for the said corporation from time' to time intense of capitiii.

to extend or increase its capital for the time being by the ereatiojt allotment and disposal of ne'w sliarcs in the manner specified and se;t forth and subject to the; rules regulations and |)rovisions e'ontaineel in the hereinbefore in ])art recite'd dee'd of settlement.

I. The capital or joint stock for tlie time heing ami all the; Capital and .simres

funds and property of the' said corjioration and the sc'veiral shares therein and the profits and advantages to be de;rive;d therefrom shall be- and be deemed personal estate and be transmissible eiceordingly subject to the regulations oi' the said deed of se-ttle-me'nt.

5. The' {corporation shall not be bound in any manner by any Trusts m- .riuitahi.

trusts or ec[uitable; interests or elemands affecting any shares of the capital standing in the name of any yierson as the ostensible jtroprietor thereof or be rt'eyuired to take any notice; of such trusts or e-quitalih- interests or de;mands but the receipt of the person in whose irame the share;s shall stand in the books of the cor|)oration shall notwithstanding such trusts or equitable; inte;rests or elemands :md notice; thereof te> the said e-ewpoi-eition be iv good veiliel and conclusive; dise*hargc to the corporation for or in respect eif any elividend eir other money payable by the said eoryioration in respect of such shares and a transfer of the said shares in accordance; with the' regulations in that be;half contained in the saiel deed e>f settlement by the person in whose name such shares shall so stand shall notwithstanding ;is afeiresaid he; bineling anel conclusive as I'ar as may concern the saiel corporation against all persons claiming by virtue of such trusts or equitable interests or demands Preevided ahvays that nothing herein contained shall be deemeel 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

260	17*̂ VIO.	1853.
Gold Escort.

money payable thereafter by the corporation 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 corporation or the transfer of such shares by the person in whose name they may stand to such other person as such Court may think fit.

Power to take and

hold lands &c.	6. I t shali be lawful for the said corporation notwithstanding any statute or law to the contrary to purchase take hold and enjoy to them and their successors for any estate term of years or interest any houses offices buildings lands and other hereditaments necessary or jiroper for the purpose of managing and conducting and carrying on the affairs concerns and business of the said corporation and to sell convey assign assure lease and otherwise dispose of or act in respect of such houses offices buildings lands and other hereditaments as occasion may require.
Conveyance to the
corporation.	7. I t shall and may be lawful to and for all persons who are or shall be otherwise competent so to do 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 offices lands hereditaments and other real estate whatsoever
Kestrictions on	as aforesaid accordingly.
liabilities.	8. The total amount of debts engagements and liabilities of the said corporation shall not in any case exceed twice the amount of capital stock subscribed and actually paid up.
Dividends from the	9. No dividend or bonus shall in any case be declared or paid out of the subscribed capital for the time being of the said corporation or otherwise than out of the declared surplus capital net gains and profits of the business.
profits.
Actions or suits for
calls.	10. In any action or suit to be brought by the said corporation against the proprietor of any share or shares in the capital of the said corporation to recover any sum of money payable to the said corpora­ tion for or by reason of any call or calls made by virtue of the said deed of settlement it shall be sufficient for the corporation to allege that the defendant being a proprietor of such share or shares in the capital of the said corporation is indebted to the said corporation in such sum of money as the call or calls in arrear shall amount to for or by reason of such call or calls upon the share or shares belonging to the said defendant whereby an action hath accrued to the said corpo­ ration 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 tin; directors who made such call or calls or any other matters except that the defendant at the time of making the same was a holder or proprietor of one or more share or shares in the capital of the said corporation and that every such call was in fact made and that such notice thereof and of the time fixed for the payment thereof was given as is directed by the said deed of settlement and the said corporation shall thereupon be entitled to recover what shall appear due.
Contracts &c. before
Act.	11. Nothing herein contained shall prejudice any call made or any contract or other act deed matter or thing entered into made or done by the said company before this Act shall come into operation but the same call contract act deed matter or thing shall be as valid and eifectual to all intents and purposes as if this Act had not been passed and may be enforced in like manner as if the said company had been incorporated before the same call contract act deed matter or thing had been made entered into or done.
Li.ability of share­
holders.	12. In the event of the assets of the corporation being insuffi­ cient to meet its engagements the shareholders shall in addition to the amount then remaining unpaid upon tlieir shares in the capital of the said corporation be responsible to the extent of a sum equal to the amount of their said shares and no more.

1853. IT VIC. 261

Anstralkm Joint Slock Bank.

13. The (iorporation shall have a lien on all eoin î 'ohl notes saie or unclaimed

quartz and other chattels eonvcyi'd by it for the amount of all charges for or in respect of tin; receipt cotm'yance and safe keiqiing tliereof and if sucli chattrds he not claimed by or on behalf of the owners tluu’cof or person entitled to receive tin; same and ihc amount of all such charges duly paid or tendered within one year from the time f)f the (!onveyance of such (diattels to their place of destination such c,battels having been first advertised at the least three times in some one Sydney daily newspaper may he sold by the corporation by ])uhlic auction and the proceeds may he applied to the jiayment of all such charges together with the expense of such advertising and sale tin* surplus (if any) being retained by the corporation for th(' use of the owiu'r or person entitled thereto whenever he shall apply for the same.

11. The directors for the time heing shall have the custody of Custody .md use cf

the common seal of the said corporation and the form thereof and ; P i s e a l ,

otlier matters relating thereto shall from time to time he determined

by the directors in the same manner as is provided in and by the said

dt'cd of settlemt'iit for the determination of other matters by the hoard

of directors and the directors present at a hoard of directors of the.

said corporation shall have power to use such common seal tbi- the

affairs and concerns of the said coiqioration and under such seal to

authorize and empower any person without such seal to execute any

d('('ds and do all or any such other matters and things as may he

required to he executed and done on behalf of the said com])any iiv

conformity with the ])rovisions of the said deed of settlement and of

this Act hut it shall not he necessary to use the corporate s(;al in

i-c'spect of any of the ordinary business of the company or for the

a])])ointment of an attorney or solicitor for the prosecution or defenci!

of any action suit or proceeding.