Sydney Insurance Company Act 1855 No sic (NSW)

No judgment structure available for this case.

A ll Act to establish and incorporate a Company

Sydney

I n-sueakch

Company.

to be called “ The Sydney Insurance Com

pany.” [2nd October, 1855.]

T ’̂ T lIE llE A S tlie several persons liereinaftei- mentioned have agreed Frcambiu.

io form a joint stock company and to subscribe a capital of two hundred and fifty tliousaud pounds to be divided into twenty-five thousand shares of ten pounds each for the ])urpose of carrying on the husiiu'sscs callwl or known as Eire and Lite and Marine Insurances and all matters connected tliercwitli and they are desirous that the said company should he established and incorporated by the name of “ The Sydney Insurance Coni])any” under the provisions lierein con tained And whereas it is considered that it will be for the interests of the publics and advantageous to the said company that it should he established and incorporated in manner aforesaid Be it therefore', enacted by His Excellency the Governor of New South "Vyalcs by and with the advice and consent of the Legislative Council thereof as follows—

Y Y

1. Eroni and after the passing of this Act the following persons rropiiotoi-3 incorpo-

that is to say Tiiomas Chaplin Breillat John Eairfax Amhreese Eoss

Samuel Beane Gordon Thomas Holt Joshua Erey Josephson Charles suianco Company.”

Kemp Michael Egan Murnin and John Brown M^att and all other

persons who shall become lioldcrs of shares in the said company

according to the provisions hereinafter contained shall l)c and herel)y . ,

are united into a company for the purpose of making and effecting co'mpaiiy. ’

insurances on houses warehouses and buildings shipping in port ami

at sea goods wares merchandise farming stock utensils and property

of all descriptions against loss or damage by fire perils of the sea or

other casualty iusurances on lives and survivorships the sale and

purchase; of annuities reversions and contingent interests and the

endowment of children and generally for tlic jmrposc of carrying on

the husiiK'sses usually called or known as fire insurance life insurance

and marine insurance and all matters comu'cted thcre'with or such

branches thereof as tin' shareholders shall from time; to time' at any

general nu'cting determine according to the rules orders and directions

liereinaftc'r mentioned and for that purpose shall he one body corporate,

by the name and style of “ The Sydney Insurance Company” and by

that name; shall have perpetual succession and a common seal and Seal,

shall and may sue and h(' sued plead and he impleaded answer and lu' Power to sue and be

answered unto defend and he defended in all Courts and jilaces what

soever and shall have power and authority from and after the passing

of

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Sydney Insurance Company.

Hold lands.	of this Act and at all times tlu'reafter to purchase and hold lands to them and their successors and assigns for the use of the said company for the purpose of carrying the provisions of this Act into effect and also to sell and dispose of the said lands without incurring any penalties or forfeitures.
Capital to be
£250,000 divided	2. Tlic capital of the company hereby established sliall until pounds sterling and shall be divided into twenty-five thousand shares of ten pounds each and the said shares shall bo and are hereby vested in the persons hereinbefore named and in such other persons as shall take shares in the said company and their successors and their several and respective executors administrators and assigns.
into 25,000 shares	increased as hereinafter providf'd be two hundred and fifty thousand
of £10 each.

Shares to bo personal

3. All shares in the capital of the company shall be deemed

estate.	personal estate and shall bo transmissible as such and shall not be of the nature of real estatf*.
Shareholders.	4. Every person who shall have subscribed for or shall other wise have bec'ome entitled to a share in the said company and whose name shall have been entered on the register of shareholders herein after mentioned shall be dec'med a shareholder of the comjfany and shall be entitled to participate in the profits and dividends of the company in proportion to the amount of capital which he shall have paid up.
Eegistry of share	5. The directors of the company shall cause the names additions and addresses of the several persons entitled to shares together with the number of shares to winch they shall be respectively entitled distinguishing each share by its proper number and the amount of the subscriptions paid on such shares to be from time to time fairly and distinctly entered bi a book to be kept in the office of the said company for that purpose and to be called “ The llcgister of Share holders” and the surnames or corporate names of the said shareholders shall be placed in alphabetical order to the end that each proprietor for the time being ancl his interest in the comj)any may be knomi and every shareholder or if such shareholder be a corporation the clerk or agent of such corporation may at all convenient times peruse such book gratis and may require a copy thereof or of any part thereof and for every one hundred words so required to be copied the directors may demand a sum not exceeding one shilling.
holders.
Certificates of shares
to be issued to the	0. On demand of the holder of any share the directors of the company shall cause a certificate of the proprietorship of such share to be dcliA^ered to such shareholder and such certificate shall have the common seal of the company affixed thereto and shall specify the
sliareholdcrs.

.	share to which such shareholder is entitled and the same may be according to tlie form in the Schedule A to this Act annexed or to the like effect and for every such (tertificate the directors may demand a

Ceitifioato to he	sum not oxcccdiug two shillings and sixpence and such cei'tificatc shall
in shares."	̂bc admifcd in all Courts as *prbnd facie* evidence of the title of such shareholder to the share therein specified but the want of such certi ficate shall not prevent the holder of any share from disposing thereof or receiving bis share of the profits in respect thereof.

Certificate to bo	7.	If any such certificate be worn out or damaged then upon
renewed when

destroyed.

the same being produced at some meeting of the directors such directors may order the same to be cancelled and thereupon anotlier similar certificate shall be given to the party in whom the property of such certificate and of the share therein mentioned shall be at the time vested or if such certificate be lost or destroyed then upon proof thereof to the satisfaction of the directors a similar certificate shall be given to the ]iarty entitled to the certificate so lost or destroyed and to the share therein mentioned and in either case a due entry of the substituted certificate shall be made by the secretary in the register of

shareholders

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Sydney Insurance Company.

sharoholdei's and for every such certificate so given or exchanged the directors may demand a sum not exceeding two shillings and sixpence.

8. I t shall l)e laAvl'ul for any shareholder with the consent of

tlu! dir('ctors to sell and transfer all or any of his shares subject to the direetors.

provisions hcrc'in contained provided that every such transfer shall he

hy d('ed in whicli tlu ̂ consideration shall he stated and such deed may

he according to the form in the Schedule B to this Act annexed or to

the like effect and provided also that if any certificate of the pro-

prietorshi]) of the shares to he transferred shall have hecn issued the

same shall upon such transfer he delivered up to the directors to he

cancelled or to he indorsed hy the secretary to the company with a

memorandum of the transfer unless it shall he shewn to the satisfaction

of th(> directors that the same has hcen lost or destroyed.

9. The said deed of transfer (when duly executed) shall h(̂ Transfer of shares to

delivered to the secretary and he kept hy him and he shall enter a memorial thereof in a hook to he called “ The Register of Transfers” and shall indorse smdi entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such iudorsement and certificate the directors may dtnnand a sum not exceeding two shillings and sixpence and on the reipiest of the purchaser of any share an indorsement of such transfer shall he made on the existing certificate of such share instead of a new (“(‘rtificate heing granted and u])on such indorsement heing signed hy the secretary such certificate' shall he consideered in every respect the same as a new certificate and until such deed of transfer has been so delivered to the secretary as aforesaid the vendor of the share shall continue liahh; to the company for any call that may he madi; upon such share and the j)urchaser sliall not he entitled to receive any share; of the ]irofits of the company or to vote in respect of such share.

10. I t shall he laAvful for the directors to close the register of Closing of transfer

transfers for a jieriod not exceeding fourteen days previous to (;ach half-yearly meeting and they may fix a day Jor the closing of the same of which seven days noti(;c shall he given hy advertisement in one or more newspapers and any transfer made during the time when the transfer hooks are so closed shall as hetween the company and the party claiming under the same l)ut not otherwise he considered as made suhsc([uently to such half-yearly meeting.

11. If the interest in any shares have become transmitted in Transmission of

consequence of the death or bankruptcy or insolvency of any shar('- tLn transfer holder or in consequence of the nnvriTagc of a female shareholder or to be authenticated

hy any other lawful mefxtrs than hy a transfer according to the

declaration,

provisions of this Act such transmission shall he authenticated hy a dechiration in writing as hereinafter mentioned or in such other manuer as the directors shall require and every such declaration or other authen tication shall stiite and show the manner in which and the party to whom such shares shall have been so transmitt (;d and shall ho made and signed hy some credible person before a Justice of the Peace or notary public and such declaration or other authentication shall he left Avith the secretary and upon the same being deemed satisfactory hy the directors he shall enter the name of the person entitled under such transmission in the register of shareholders and for every such entry the direetors may demand a sum not exceeding lAc shillings and until such transmission has hcen so authenticated and such entry made no person claiming hy virtue of any such transmission shall he entitled to receive any share of the profits of the undertaking nor to Ante in respect of any such share as the holder thereof.

12. If such transmission he hy A'irtue of the marriage of a iTciofofh-ansmission female shareholder the said declaration or other authentication shall	*<’•
contain a copy of the regist er of such marriage or other particulars of

the

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Sydney Insurance Company.

the celebration thereof and shall declare or show the identity of the wife with the holder of such shares and if such transmission have taken place hy virtue of any testamentary instrument or hy intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration or other authen tication he produced to the secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration or other authentication in the said register of transfers.

Company not bound

to see to execution	13. The company shall not be bound in any manner hy any in the name of any person as the ostensible proprietor thereof or be required to take any notice of such trusts or equitable interests or demands hut the receipts of the person in whose names the shares shall stand in the hooks of the company shall notwithstanding such trusts or equitable interests or demands and notice thereof to the company he a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable hy the company in respect of such share and a transfer of the said share hy the person in whose name such share shall so stand shall notwithstanding as aforesaid he binding and conclusive as far as may concern the said company against all persons claiming hy virtue of such trusts or equitable interests or demands Provided always that it shall he com petent to the directors of the company if they shall think lit so to do to withhold payment of the dividends on any such share and to refuse to allow or recognize the transfer of such share in any case in which the company shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the directors to be well-founded And 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 other money payable by the company in respect of any such share or the transfer thereafter of any such share or to direct the payment of such dividends or other money not already paid by the company or the transfer of such share to such person as such Court may think fit.
of trusts in respect	trusts or equitable interests or demands affecting any share standing
of shares.
Subscriptions to bo
paid as called for.	14. The several shareholders of the company shall pay the amount of their shares or such portions thereof as shall from time to time be called for by the directors at such times and places as shall be appointed by the directors and with respect to the provision in this
Term “ sbarebolder”	Act contained for enforcing the payment of calls the word “ share
to include represen
tatives.	holder ” shall extend to and include the legal personal representatives of the late holder of any share or any other person to whom the interest therein shall have come by transmission as aforesaid.
Power to make calls.	15. I t shall be lawful for the directors from time to time to make such calls of money upon the several shareholders in respect of the amount of their respective shares as the said directors shall deem necessary provided that thirty days notice at the least be given of each call by a notice in one or more of the daily newspapers published in Sydney and that successive calls be not made at a less interval than three months except in case of emergency to meet losses and that no call exceed the sum of one pound per share.
Interest to be paid	16. If bffibre or on the day appointed for payment any share holder shall not pay the amount of any call upon his shares he shall pay interest thereon at the rate of ten pounds per centum per annum from the day appointed for the payment thereof to the time of the
on over-due calls.
transferred until
Shares not to be	actual payment and no shareholder shall be entitled to transfer any
calls paid.	share after any call shall have been made in respect thereof until he shall have paid such call nor until he shall have paid all calls for the time being due on every share held by him.

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Sydney Insurance Company.

17. I f at the time appointed any shareholder shall fail to pay Enforcement of calls

the amount of any such call it shall he lawful for the company to sue

action.

such shareholder for the amount thereof in any Conrt of Latr or Equity having competent jurisdiction and to recover the same with interest as aforesaid and in any action or suit for such recovery thereof it shall he sufficient for the company to declare that the defendant is the holder Declarations in suits

of so many shares and is indebted to the company in such sum of

money as the calls in arrear sliall amount to for such and so many

calls on such shares whereby an action or suit hath accrued to the

company and on the trial or hearing of such action or suit it shall be

'

sufficient to prove that the defendant at the time of making such call Matter to ire proved

1

T T

^

n

1

' x i

i x i i .

i

n

in an action for calls.

was a holder oi so many shares in the company and tha t such call Avas

in fact made by persons acting as directors of the company and such notice thereof given as is directed by this Act and the production of the register of shareholders shall be primd facie evidence of such Proof of proprietor-

defendant’s being a shareholder and of the number and amount of his

shares.

18. If any shareholder shall fail to pay any call payable by him shares in arrear may together with the interest due thereon the directors at any time after	forfeited,
the expiration of two months from the day appointed for payment of such call may if they shall think fit declare the share in respect of which such call was payable forfeited and that whether the company

have sued for the amount of such call or not

Provided that before Notice to he given of

declaring any share forfeited the direetors shall cause notice of their

forfeited?'*''̂ ̂

intention to declare such share to be forfeited to be left at or trans mitted by the post to the usual or last place of abode of the person appearing by the register of shareholders to be the proprietor of such share and if the holder of any such share shall be beyond the limits of this Colony or if his usual or last place of abode be not known to the directors by reason of its being imperfectly described in the register of shareholders or otherwise or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the party to whom the interest in the said share may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public notice of such intention in one or more of the daily newspapers published in the city of Sydney and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture.

19. After such declaration of forfeiture it shall be lawful for Forfeited shares may the directors to sell the forfeited share cither by public auction

private contract and if there be more than one forfeited share then either separately or together as to them shall seem fit and any share

holder may purchase the forfeited share so sold

Provided tha t the No more shares to

company shall not sell or transfer more of the shares of any such guffi°|eJt̂ ™pay defaulter than shall be sufficient as nearly as can be ascertained at arrears and es.- the time of such sale to pay the arrears then due from such defaulter

on account of any calls together Avith the interest and the expenses attending or occasioned by such forfeiture and sale and if the money jiroduced by the sale of any such forfeited share be more than suffi cient to pay all such arrears of calls and interest and expenses the

surplus shall on demand be paid to the defaulter

And provided also On payment of

that if payment of such arrears of calls and interest and expenses be shrre™to°reverUo

made before any share so forfeited shall have been sold as aforesaid tim party,

such share shall revert to the party to whom the same belonged before

such forfeiture in such m anner as if such caU had been paid at the

appointed time.

3 1 20.

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1855.

Sydney Insurance Company.

Evidence of for	20. A solemn declaration in writing by some credible person not interested in tbc matter made in conformity with the provisions of the Act of Council ninth Victoria number nine that the call in respect of a share was made and notice thereof given and that default in pay ment of the call was made and that the forfeiture of the share was declared in manuer hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the secretary or other officer of the company authorized by the directors to receive payment for the price of such share 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 forfeiture or sale.
feiture of share and
title of purchaser.
Calls in excess of
shares to meet losses	21. Notwithstanding that the whole of the shares of the lawful for the directors from time to time as occasion may require to make such further calls of money upon the shareholders in propoidion to their respective shares as to the directors or to any general meeting of shareholders may at any time appear to be necessary or expedient for the purpose of meeting any losses by or demands upon the company for which the available assets of the company may not appear to such directors or meeting to be sufficient or which it may be deemed by them seriously prejudicial to the interests of the company to meet out of such assets and thereupon all the provisions hereinbefore contained in respect of the payment of calls with interest thereon when over-due shall apply to such further calls in like manner as if they had been calls on account of the subscribed capital of the company Provided nevertheless that in case the amount raised by such calls or any portion thereof shall at any time afterwards cease to be required for the purposes of the company the same or such portion thereof shall be returned to the shareholders paying the same with interest thereon at the current rate for the time being.
or provide against	respective shareholders may have been paid up in full it shall be
emergencies.

First and other	22.	The first general meeting of the shareholders of the company
general meetings.

shall be held at some convenient place within the city of Sydney within two months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon and the future general meetings of the company shall be held on such days in the months of April and October and at such places as the directors may determine or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed shall be called “ half-yearly general meetings.”

Business at half-	23. No matters except such as are appointed by this Act to be done at a half-yearly general meeting shall be transacted at any such meeting unless special notice of such matters have been given in the
meetings.
B u ^ess at extra
ordinary meetings.	advertisement convening such meeting and no extraordinary meeting shall enter upon any business not set forth in the notice upon which
Extraordinary	it shall have been convened.
meeting.	24. Every general meeting of the shareholders other than a haK-yearly meeting shall be called an “ extraordinary meeting ” and such meetings may be convened by the directors at such times as they think fit and any number of shareholders not being less than seven and holding in the aggregate one thousand shares may by writing under their hands at any time require the directors to call an extra ordinary meeting of the company and such requisition shall fully express the object of the meeting required to be called and shall be left at the office of the company or given to at least three directors or left at their last or usual places of abode and forthwith upon the

yearly general

.

receipt

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Sydney Insurance Company.

receipt of such requisition the directors shall convene a meeting of the shareholders and if for fourteen days after such notice the directors shall fail to call such meeting the number of shareholders aforesaid qualified as aforesaid may themselves call such meeting.

25. Seven days public notice at the least of all meetings Notice of meetings,

whether half-yearly or extraordinary shall he given hy advertisement in one or more of the daily newspapers published in the city of Sydney which shall specify the place day and hour of meeting and every notice of an extraordinary meeting or of a half-yearly meeting if any special business is to he done thereat shall specify the purpose for which the meeting is called or the special business to he done thereat.

26. In order to constitute a general meeting whether half- Quonmi of share-

yearly or extraordinary there shall he present cither personally or hy nmc«nV°*

proxy not less than ten shareholders and such shareholders sliall he a

quorum and if within one hour from the time appointed for such

meeting the said quorum be not present no business shall be transacted

at the meeting other than the declaring of a dividend in case that shall

he one of the objects of the meeting but such meeting shall except in

the case of a meeting for the election of directors as hereinafter men

tioned be held to be adjourned sine die.

27. At every general meeting one or other of the following chairman at gescrai

persons shall preside as chairman that is to say the chairman of the ’“eatings,

company or in his absence the deputy chairman or in the absence of

the chairman and deputy chairman some one of the directors of the

company to be chosen by the meeting or in the absence of the chair

man and deputy chairman and of all the directors any shareholder to

ho chosen for that purpose by the meeting and such chairman shall he

entitled to vote not only as a principal and proxy hut also to give a

casting vote if there be otherwise an equality of votes and every such

general meeting may ho adjourned from time to time and from place

to place hut no business shall he transacted at any adjourned meeting Business at adjomn-

without special notice as aforesaid other thaii the business left

unfinished at the meeting from which such adjournment took place.

28. At all general meetings every shareholder shall in r e s p e c t votes of sUare-

of the shares he may hold in the said company have the following votes and no more namely for ten shares and less than twenty one vote for twenty shares and less than fifty two votes for fifty shares and less than one hundred three votes for one hundred shares four votes and an additional vote for every additional number of fifty shares Provided always that no shareliolder shall he entitled to more than twelve votes altogether and no shareholder shall be entitled to vote at any meeting unless he shall have paid up all calls due ujiou the shares held hy him.

29. The votes of shareholders may be given at any general Manner of voting,

meeting cither personally or by proxies being shareholders authorized hy writing according to the form in the Schedule C to this Act annexed or in a form to the like effect under the hand of the share holder nominating such proxy or of his agent duly empowered in that behalf by letter of attorney or if such shareholder be a corporation then under their common seal and every proposition at any such meeting shall be determined by the majority of votes of the parties present including proxies.

30- If several persons he jointly entitled to any shares t h e Votes of joint share-

person whose name stands first in the register of shareholders as one of the holders of such shares shall for the purpose of voting at any meeting he deemed the sole proprietor thereof unh;ss such joint share holders shall mutually agree that one or other of themselves shall so vote and shall so inform the secretary of the company by writing imder their hands and on all occasions the vote of the first-named

shareholder

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Sydney Insurance Company.

shareholder either in person or hy proxy shall he allowed as the vote in respect of such shares without proof of the concurrence of the other

Votes of lunatics and holders thereof unless in case of such agreement and notice thereof as minors &c. aforesaid and if any shareholder he a lunatic or idiot such lunatic or

idiot may vote hy his committee and if any shareholder be a minor he may vote hy his guardian or any one of his guardians and every such

,

.

vote may he given either in person or hy proxy.

SiSOTUy otwotê^̂ ̂

31. Whenever in this Act the consent of any particular majority

only required in tlie of votcs at any meeting of the company is required in order to autho

event of a poll being

demanded.

rize any proceeding of the company such particular majority shall only be required to he proved in the event of a poll or ballot being demanded at such meeting and if such poll or ballot he not demanded then a declaration hy the chairman that the resolution authorizing such proceeding has been carried and an entry to that effect in the hook of proceedings of the company shall he sufficient authority for such proceeding without proof of the number or proportion of votes recorded in favour of or against the same.

XaiuM of

shall be six directors of the company and Charles

directors.

Kemp Thomas Holt Joshua Frey Josephson Samuel Deane Gordon Michael Egan Murnin and John Fairfax all of the city of Sydney shall he the first directors and shall continue in office until the first general meeting to he held in pursuance of this Act and at such meeting or at some meeting to be held hy adjournment therefrom the

Election of directors, shareholders present either personally or hy proxy shall elect six

directors the said directors hereby appointed heing eligible as members of such new body and at the half-yearly meeting which shall he held

etlvement of

in October in each year after the present year two directors shall retire

dh-eetors. ’

from office such retirement to he decided hy lot hetween themselves until all the directors who shall have been elected at such first general meeting as aforesaid shall have retired and then at the half-yearly meeting to he held in October in every year thereafter the two directors who shall have been longest in office shall retire and such retiring directors shall be immediately re-eligible and at every such half-yearly meeting in October in every year the shareholders then present personally or hy proxy shall elect two new directors in the place of the directors then retiring from office agreeably to the provision here inafter contained and the persons elected at any such meeting heing neither removed nor disqualified nor having resigned shall continue to be directors until others are elected in their stead as hereinafter mentioned.!

ntinued in failure of meeting for elec-]

33. If at any meeting at w'hich an election of directors ought

to take place the prescribed quorum of shareholders shall not be

tion of directors.	present within one hour from the time appointed for the meeting no election of directors shall be made bu t such meeting shall stand adjourned for one Aveek at the same time and place and if a t the meeting so adjourned the prescribed quorum he not present Avithin one hour from the time appointed for the meeting or if from any cause there shall not in fact be an election of directors in the place of the retiring directors either at such meeting or such adjournment thereof the existing directors shall continue to act and retain their powers un til new directors be appointed at the first half-yearly meeting of the following year.
Qualification of
directors.	34. No person shall be capable of being a director unless he be a shareholder and possessed of one hundred shares and no person holding an office or place of trust or profit under the company or being a director of or agent for any other insurance company carrying on a similar business in this Colony shall be capable of being a director and no director shall he capable of accepting any other office or place of trust or profit under the company during the time he shall be a

director

1855.

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Syd7iey Insurance Company.

director Provided always that nothing in this Act contained shall prevc'nt the company from remunerating the directors as they may think fit nor shall prevent any shareholder from being a director by reason of his clfccting or having etf(!cted with the company for himself or as agent for any other person any insurance upon houses ships or other property or upon a life or lives or selling or purchasing or having sold or purchased any annuity reversion or contingent interest or endowment for children but no director shall vote at any meeting of directors for or in respect of or in relation to any such contract as in this proviso is mentioned or upon any matter or thing affecting himself or any person connected with him as a partner or relative and if he shall so vote the contract or proceedings in relation thereto shall at the option of the company be ■wholly void.

35.

If any of the directors at any time subsequently to his

in which office

election accept or continue to hold any other office or place of trust or become vacant,

profit under the comj)any or ho either directly or indirectly concerned

in any contract with the company cxccjit as aforesaid and as hereinafter

mentioned or participate in any manner in the profits of any work to

he done for the company or if such director at any time cease to he a

holder of the prescribed number of shares in the company then in any

of the cases aforesaid the office of such director shall become vacant

and thenceforth he shall cease from voting or acting as a director.

3G. Provided always that no person heing a shareholder of anv Shareholders of an joint stock company or proprietor or publisher of any newspaper or stock^company not other publication used by this coinjiany for the insertion of any notices diaquaiificdhyroason

or otluirwisc shall be disqualified or prevented from acting as a director "f

by reason of any contract entered into between such joint stock com

pany and the company hereby incorporated or of his being a proprietor

or publisher of any such newspaper or other publication but no such

director being a shareholder of such joint stock company or proprietor

or publisher of any such newspaper or other publication shall vote on

any question as to any contract therewith or in relation thereto.

3 7 . In case the conduct or position of any director shall be such Power to remove

that his continuance in office shall appear to the board of directors to be prejudicial to the interests of the company it shall bo lawful for the board of directors at a special meeting called for that purpose by a resolution in which not less than four directors shall concur to suspend such director from his office until the next general meeting and the shareholders present at such meeting may it‘ they think fit confirm such suspension and remove such director or may annul such suspen sion and reinstate such director in his office.

38. No shareholder shall be eligible to the office of director Candidates for the

unless be shall have left notice in writing at the head office of tbe company of his intention to become a candidate for such office seven days at the least previously to such election exclusively of the day of election and of the day of leaving such notice and the board shall cause an advertisement containing a list of the name or names of the candidates for such office to be inserted in one or more newspapers published in the city of Sydney at least five days previously to the meeting for the election.

3'J. If any director die or resign or become disqualified or supply of occasional

incompetent to act as a director or be removed or be absent from the f̂i-̂ ctorr ^

meetings of directors for four consecutive weeks without leave from

the board of directors or cease to be a director by any other cause

than that of going out of office by rotation as aforesaid the remaining

directors shall elect in his place some other shareholder duly qualified

to bo a director and the shareholder so elected shall continue in

office for the same term as the director so having died resigned or

been

438

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1855.

Sydney Insurance Company.

been removed or become disqualified or incompetent to be a director

or having ceased to be a director would have been entitled.

Powers of the com-

40. The directors shall have the management and superin- affairs of the company and may appoint all officers and servants required for conducting the undertaking of the company and may remunerate them for their services either by a commission or fixed salary and may purchase or rent lands houses or offices for any of the purposes for which the company is hereby incorporated and they may lawfully exercise all other the powers of the company except as to such matters as are directed by this Act to be transacted by a general meeting of the shareholders but all the powers so to be exercised shall be exercised in accordance with and subject to the provisions of this Act and the exercise of aU such powers shall be subject also to the control and regulation of any general meeting specially convened for the purpose but not so as to render invahd any act done by the directors prior to any resolution passed by such general

by°tho°airectors?'*'̂ '̂

Quorum of directors, meeting and any three of such directors being present at a duly

convened board meeting shall form a quorum and shall be competent

to exercise the powers hereby given to the directors generally.

Certain powers of 41. Except as otherwise provided by this Act the following

be*̂ exTc?M(fby°tiio powers of the Company (that is to say) the choice and removal of the

directors. directors the choice of auditors the determination as to the rem unera

tion of the directors and auditors and the determination as to the augmentation of capital shall be exercised only at a general meeting

.

of the shareholders.

eetmg of directors.

^ 2,

directors shall hold meetings once at least in every

week at such times as they shall appoint for the purpose and they may meet and adjourn as they think proper from time to time and from place to place and at any time any two of the directors may require the secretary to call a meeting of the directors and all questions at any such meeting shall be determined by majority of the votes of the directors present and in case of an equal division of votes the chairman of such meeting shall have a casting vote in addition to his

Appointment of

vote as one of the directors.

48. At the first meeting of directors held after the first election

chairman and

deputy chairman

of company.	of directors under this Act and at the first or some other early meeting of the directors held after the half-yearly general meeting in October of each year the directors present at such meeting shall choose one of the directors to be chairman of the company and to act as chairman of the directors for the year following such choice and shall also if they think fit choose another director to be and act as deputy chairman for the same period and if the chairman or deputy chairman die or resign or cease to be a director or otherwise become disqualified to act the directors present at the meeting next after the occurrence of such vacancy or some other early meeting thereafter shall choose some other of the directors to fill such vacancy during the residue of the current year and such chairman if present and in his absence the
Chairmanship at
meeting of directors.	deputy chairman if present shall preside at all meetings of the directors but if neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be
. Directors may	chairman of such meeting.
execute letters of	44. The board of directors shall have full power to make sign seal and execute any power or letter of attorney for enabling any person or persons jointly or severally to act on behalf of the company in any transaction business matter or thing which shall be stated in such power or letter of attorney and also if need be to authorize and empower such their attorney or attorneys to sign seal deliver and execute in due form of law but nevertheless without the common seal of the company any deeds policies or other instruments which may
attorney.

be

1855.

19̂ VIO.

439

Sydney Insurance Company.

be expedient or necessary on behalf of the company and to empower such attorney or attorneys to delegate all or any such other powers in such manner and subject to such provisions and restrictions as in such letter of attorney shall ho expressed and tlie business when done transacted or executed shall be of the like force or effect as the same would have been if done transacted or executed personally hy the dii’(!ctors or other proper officers of the company in accordance Avith the provisions herein contained.

45. I t shall be lawful for the directors from time to time at i>‘rectors may

their aiscretion to employ agents or clerks in any ports or places otiier places,

within or beyond this Colony to receive proposals for and cfiect

insurances and other the purposes of the company And the directors

may also at their discretion authorize and empower such agents or

clerks or any of them to receiA'C premiums or other moneys in respect

of policies on giving such security as the board of directors may

approve of But all such agc'nts or clerks shall be under the absolute

control and orders and be removable at the absolute Avill of the

directors and shall act only under or by virtue of Avi-ittcm instructions

to he signed by three at least of the directors from time to time and

to be regularly entered in a book to be kept at	the office of	the com
pany at Sydney.

4G. The power of the directors to make contracts

on hchalf of

by

1

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•

1

P n

1

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•

directors Ilow to be

the company may lawlully be exercised as lollows except as lierem entered into.

otherwise provided (that is to say)—

With resjicct to any contract which if made betAveen priA'ate persons Avould he by laAV required to be in AATiting and under seal the directors may Auakc such contract on behalf of the company in Avriting and under the common seal of the company and in the same manner may vary or discharge the same.

With respect to any contract which if made between private persons Avould be by law required to be in writing and signed by the parties to he charged therewith the directors may make such contract on hehalf of tin; company in writing signed by any two of the directors and in the same manner may vary or discharge the same.

With respect to any contract AAdiich if made between private persons Avould by laAV be valid although made by parol only and not reduced into writing the directors may make such contract on behalf of the company by parol only AAdthout Avriting and in the same manner may vary or discharge the same ProAuded that all policies of insurance issued hy the directors shall except as herein otliei’Avise provided be under the seal of the company and signed by at least tAVO of the directors and countersigned by the secretary.

And all contracts made according to the provisions herein contained shall be effectual in law and shall be binding upon the company and thch’ successors and all other parties thereto their heirs executors or administrators as the case may be and on any default in the execution of any such contract cither hy the company or any other party thereto such action or suits may be brought either by or against tin; company as might be brought had the same contracts been made between private parties only.

47. The directors shall cause notes minutes or copies as the

.

r> n

• 1

i

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entered in a book

case may require oi all appointments made policies issued or and to be evidence,

contracts entered into by them and of the orders and proceedings of

all meetings of the shareholders and of the directors to be duly entered

in books to be from time to time proAuded for the purpose which shall

be

440

19 ̂ YIC.

1855.

Sydney Insurance Company.

be kept under the superintendence of the directors and every such entry shall he signed hy the chairman of the meeting at ndiich such appointments policies and contracts Avere made or entered into or authorized or at which such proceedings and orders were respectively had or made and such entry so signed shall he received as evidence in all Courts and before all Judges Justices and others Avithout proof of such respective meetings having hcen duly convened or held or of the persons making or entering such orders or proceedings being share holders or directors or of the signature of the chairman or of the fact of his having been chairman all of which last-mentioned matters shall he presumed until the contrary he proÂ ed.

Informalities m ap-

All acts done by any meeting of the directors or hy any

pointment of direo-

,

i l i

.

j -

-i

i

nr

i

tors not to invalidate person acting as a director shall notAinthstanding it may be attenA'ards

proceedings.discovered tha t there AÂas some defect in the appointment of any such

directors or persons acting as aforesaid or tha t they or any of them Avere or Avas disqualified he as valid as if every such person had been duly appointed and Avas qualified to he a director.

Directors not to bo	49. No director hy heing party to or executing in his capacity of a director any contract or other instrum ent on behalf of the company or othenvise lawfully executing any of the poAvers gwen to the directors shall he subject to he sued or prosecuted indm dually hy any person whomsoever and the bodies or goods or lands of the directors shall not he liable to execution of any legal process except as hereinafter provided hy reason of any contract or other instrum ent so entered into signed or executed hy them or by reason of any other lawful act done hy them in the execution of any of their poAvers as
Indemnity of
directors.	directors and the directors their heirs executors and administrators shall be indemnified out of the capital of the company for all payments made or liability incurred in respect of any acts done hy them and for all losses costs and damages Avhich they may incur in the execution of the poAvers granted to them and the directors for the time being of the company may apply the existing funds and capital of the company for the purposes of such indemnity and may if necessary for that purpose make calls upon the shareholders as hereinbefore provided.
Election of auditors.	50. A t the first general meeting of the company to be held after the passing of this Act the shareholders shall elect tAvo auditors in the same manner as is hereinbefore provided for the election of directors and at the half-yearly meeting in October in each year after the present year the shareholders shall in like m anner elect an auditor to supply the place of the auditor then retiring from ofiice according to the provision hereinafter contained and every auditor elected as
Disqualification of
auditors.	hereinbefore provided heing neither removed nor disqualified nor having resigned shall continue to he an auditor until another he elected in his stead and no auditor shall hold any other ofiice in the company nor he in any other m anner interested in its concerns except as a shareholder or policy-holder or the purchaser or seller of an annuity reversion or contingent interest or endoAvment for children.
notation of auditors.	51. One of such auditors (to he determined in the first instance hy lot hetween themselves unless they shall otherwise agree and after- Avards hy seniority) shall go out of ofiice at the half-yearly meeting in October in each year after the present year hut the auditor so going out shall be immediately re-eligible.

personally liable.

Vacancies in the	52.	I f any vacancy take place among the auditors in the course
ofiBce of auditor.

Failure of meeting	of the current year the vacancy may he supphed hy the directors and
to elect auditor.	the proAUsion in this Act contained respecting the failure of a half- yearly meeting at Avhich directors ought to be chosen shall apply mutatis mutandis to any meeting a t which an auditor ought to be appointed.

1855.

19̂ VIC.

441

Sydney Insurance Company.

53. The auditors shall have full authority at all reasonable rowers of auditors

times to examine the accounts and affairs of the company and to inspect the books and to call for the production to them at the principal office of the company of all books vouchers writings and documents conceiming the same and to call in the aid of the officers clerks and servants of tin; company or any other person competent to give information as to the company’s affairs.

51. The directors shall deliver to such auditors the half-yearly Dciivory nf imimice

or other periodical accounts and balance-sheet seven days at the least to

before the ensuing half-yearly meeting at which the same are required

to be produced to the shareholders as hereinafter provided and such Duty of auditors,

auditors shall receive and examine the same and shall examine into

the state of the company’s affairs and shall be at liberty to employ such	of auditors,
accountants and other persons in such examintition as they may think proper at the expense of the company and they shall make a just true and faithful report of tlie said accounts and affairs and such report sliall be read together with the report of the directors at the half- yearly meeting.

55. If it shall appear to such half-yearly meeting desirable that Furtiicr audit may

the company’s afhiirs should be more fully investigated or if at any spedaUuditorsuiay

other general meeting it shall appear desirable to have a special appointed,

examination into the state of the company’s affairs it shall be lawful for

such meeting either to direct the said auditors to inquire into and report

on the affairs of the company generally or in their discretion to appoint

any two or more shareholders as special auditors for that purpose.

56. The said auditors respectively shall iq)on making such

report make a solemn declaration before a Justice of tbc Peace that sokma declaration.

such a report is to the best of their several and respective knowledge

and belief a just true and faithful report and statement of the accounts

and affairs of the company and that the same is made by them after

diligent and careful examination into the state of such accounts and

affairs which said declaration shall be written and subscribed at the

foot of such report.

57. Before any person intrusted with the custody or control of Security to bê takcu moneys belonging to the company wffiether treasurer collector or other trusted witu I'noncy. officer of the company shall enter upon his office the directors shall

take sufficient security from him for the faithful execution of his office.

58. Every officer cmidoved by the company shall from time to omeers to .account

time when required by the directors make out and deliver to them or

‘

to any person appointed for them for that purpose a true and perfect account in writing under his hand of all moneys received by him on behalf of the company and such account shall state how and to whom and for wliat purpose sudi moneys shall have been disposed of and together with such account such officer shall deliver the vouchers and receipts for such payments and every such officer shall pay to the directors or to any person appointed by them to receive the same all moneys which shall appear to be owing from him upon the balance of such accounts.

59. The directors shall cause all the moneys received or to be t[,?"tri]oTod̂ 'ed\n

received on account of the capital of the company and all other moneys thu\auk. ”

bonds bills notes and other securities of or belonging to the said com

pany as and when the same shall be received to be paid and delivered

or deposited in the banking house or banking houses of the bankers

whom they shall think proper to employ for safe custody or to be

placed to an account entitled “ The Sydney Insurance Company” and

the same or any part thereof shall not be withdrawn therefrom but for

the purposes of the company and by a cheque or order in writing

signed by two of the direetors and countersigned by the secretary of

the company.

3 K

60.

442

19" YIC.

1855.

Sydney Insurance Company.

Investment of funds.

60. The directors shall cause all the funds and property for the time heing in the hands of the bankers except such sum as they shall think tit to leave in their hands to answer the current payments and expenses to be laid out and invested in the name of the said company upon the security of mortgages on real or leasehold estates in the said Colony or in Governmc]it securities.

Books of accounts to

0 1 . Tlic directors shall cause all necessai’y and proper hooks of

be kept.	accouiit to 1)0 provided and kept at the office of the company and shall cause to he made and written therein full true and explicit entries of all risks and of all money lent money received or expended on account of the company hy them and all persons employed by and under them and of the matters and things for which the sums of money shall have been received or expended and also of all transac tions and dealings by and on behalf of the company and of all profits gains and losses arising therefrom and also an account of all dealings and investments Avhich shall he made with or of the capital of the company and the directors shall be at liberty to keep separate accounts for the several departments or branches of insurance if more than one shall be carried on by the company.
Books to be	62. The books of the company shall be balanced seven days at least before each half-yearly general meeting of the shareholders and forthwith on the books being so balanced an exact balance sheet shall be made up which shall exhibit a true statement of the capital stock credits and property of every description belonging to the company and the amount of outstanding risks and the debts due by the com pany at the date of making such balance sheet and a distinct view of the profit or loss which shall have arisen on the transactions of the company in the course of the preceding haK-year and previously to each half-yearly meeting such balance sheet shall be examined by the directors or any three of their number and shall be signed by the chairman or deputy chairman of the directors.
balanced.
Balance sheet to be
produced at the	63. The directors shall produce to the shareholders assembled at such half-yearly meeting tin' said balance sheet applicable to the half-year immediately preceding such meeting together with the report of the auditors thereon as hereinbefore provided.
meeting.
Book-keeper to allow	64. The secretary shall permit any shareholder to inspect such principal office or place of the company and to take copies or extracts therefrom at any reasonable time during five days before and ten days after every half-yearly meeting and if he fail to permit any such share holder to inspect such books and report or to take extracts or copies therefrom during the periods aforesaid he shall forfeit to such share holder for every such offence a sum not exceeding five pounds but the shareholder shall not be entitled at any time except during the periods aforesaid to demand the inspection of such books unless in virtue of a written order signed by three of the directors.
inspection of the
accounts at the	books and such balance sheet and auditors’ report as aforesaid at the
appointed times.

Previously to deela-65. Previously to every half-yearly meeting at which a dividend

rbXî l'̂ sUeeuo be is intended to be declared the directors shall cause a balance sheet to

-prepared. pe prepared shewing the profits (if any) of the company for the period

current since the preceding half-yearly meeting and apportioning the same and any surplus remaining undivided from any former period or so much thereof as they may consider applicable to the purposes of dividend among the shareholders according to the shares held by them respectively the amount paid thereon and the periods during which the same may have been paid and shall exhibit sucli balance

mad'esois to reduce sheet at such half-yearly meeting and at such meeting a dividend may capital. Pe declared according to such balance sheet or of any less amount as

the meeting may think fit but the company shall not make any

dividend whereby their capital stock will be in any degree reduced.

1855.

19̂ VIC.

443

Sydney Insurance Company.

66. Before apportioning the profits to be divided among the Power to directors

shareholders the directors shall set aside thereout such sum

tls

(jontj,)gejn.ieg_

may think proper to meet contingencies and also a further sum not exceeding twenty per cent, of the profits for the year to he appro priated to the forming increasing or maintaining a fund to he called the “ reserved fund” until the same shall amount to twenty-five thousand pounds at the least which shall ho a reserved fund of capital to meet any unforeseen emergencies losses or extraordinary demands upon the company and the same shall and may he applied for the purposes aforesaid hy the directors and when the said reserved fund shall amount to twenty-five thousand pounds the same shall he added to and considered as a portion of the paid up capital and a new reserved fund shall then be formed in the manner and for the purposes afore said and after setting aj>art such sum as may be deemed requisite hy the directors they may divide the balance only among the share holders.

67. All debts liabilities or engagements due to or subsisting Company to hare

with the company on any account whatsoever hy or on the part of any po\'icL's

sharcliolder or any person holdin g on his own account any policy of for debts duo to it.

the company or the right to any annuity granted hy the company

shall iir all cases be a pecuniary and paramount lien on the share of

every such shareholder or on the aforesaid ])olicy or annuity as tlie

case may he whether the debts liabilities or engagements be those of

the sliareholder solely or jointly or in partnership with any other

person and the directors are hereby empowered to cancel or extinguish

and declare forfeited or to sell and dispose of tlie shares of such share

holder or such policy or annuity either wholly or in part at their

discretion for or towards the satisfaction of such debts liabilities or

engagements Provided that such lien as aforesaid in respect of the

debts liabilities or engagements of a shareholder transferring any such

shares shall be wholly discharged in respect of the same shares upon

and after the transfer thereof with the consent in that hehalf prescribed

in the eighth section hereof and in respect of any such policy or

annuity upon and from the assignment thereof if such assignment shall

be made with the consent of the directors.

68. Any summons or notice or any writ or other proceeding at

1

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•/

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• • v i

T

V

X.

O

T

Uinjll litvU V

r*Ai>i r\o tv\r

•

law or in equity recpiring to be served upon the company may be served by the same being left at or transmitted through the post directed to the principal ofiice of the company or being given personally to the secretary or in case there be no secretary then by being given to any one director of the company.

69. Notices requiring to be served by the company upon the Servioc by company shareholders may unless expressly required to be served personally ““

be served by the same heing transmitted through the post directed

according to the registered address or other known address of the

shareholder within such period as to admit of its being delivered in

the due course of delivery within the period (if any) prescribed for

the giving of such notice and in proving such service it shall be sufii-	'■
cient to prove that such notice was j)roperly directed and that it was
so put into the post office Provided that this enactment as to the
time of transmission shall not apply to the shareholders resident out
of the Colony but in every such case such notice may be given to any

person who may be the duly authorized agent of any such shareholder	~
as last mentioned and shall have hecn recognized as such by the directors or such notice may be given by fourteen days notice liy advertisement in one or more newspapers published in the city of Sydney.

70. All notices directed to he given to the shareholders shall Notice to joint pro-

with respect to any share to which persons are jointly entitled be given

of .shares.

to

444

19 ̂VIC.

1855.

Sydney Insurance Company.

to wliicliCYcr of the said persons shall he named first in the register of shareholders and notice so given shall he sufficient notice to all the proprietors of such share.

Authentication of

notices.	71. Every summons notice or other such document requiring authentication hy the company may he signed by two directors or by the secretary of the company and need not be under the common seal of the company.
Proof of debts in
bankruptcy.	72. If any person against whom the company shall have any claim or demand become bankrupt or take the benefit of any Act for the relief of insolvent debtors it shall he lawful for the secretary or treasurer of the company in all proceedings against the estate of such bankrupt or insolvent or under any fiat sequestration or act of insol vency against such hankru]:)t or insolvent to represent the company and act as in their hehalf in all respects.
Power to make and
alter by-laws.	73. Eor the purpose of regulating the conduct of the officers and servants of the company and for providing for the due manage ment of the affairs of the company in all respects whatsoever it shall he lawful for the directors subject to the provisions herein mentioned from time to time to make such by-laws and regulations as they think fit provided that such by-laws he not repugnant to the laws of the Colony or to the provisions of this Act or to any resolution of any general meeting of shareholders and such by-laws shall be reduced into writing and shall have affixed thereto the common seal of the company and a copy of such hy-laAvs shall he given to every officer and servant of the company affected thereby Provided that no such by-laws shall have any operation or effect until approved at a general meeting of the shareholders.
Kvidence of

by-l:iW3.

71. The production of a printed or Avritten copy of the by-laws

of the company haA'ing the common seal of the company affixed thereto shall be sufficient evidence of such by-laws in all proceedings under the same.

Power to raise a

75. I t shall be lawful for the company by the order of any

further sum amongst

shareholders or by	general meeting convened especially for that purpose by a notice of
tlie .admission of	j ôt Icss than thirty days to increase the capital of the [said company
now subscribers.
to any amount not exceeding altogether five hundred thousand pounds and the company are hereby authorized and empoAvered to raise any such further sum or sums as may be required in addition to the present capital of tAVO hundred and fifty thousand pounds by creating new shares of ten pounds each.
New simrcs to be	76. The Capital SO to be raised by the creation of new shares shall bo Considered as part of the general capital and shall be subject to the same proA'isions in all respects Avhethcr Avith reference to the payments of calls or the forfeiture of shares on the non-payment of calls or otherAAdse as if it had been part of the original capital except as to the times of making calls for such additional capital and the amount of such calls which respectively it shall be lawful for the company from time to time to fix as they shall think fit.
turgenerai

Pre-emption to pro	77.	Provided ahvays that when the company shall determine
prietors of original

shares.

to issue new shares under the provisions of this Act the directors shall by a circular letter to be sent by post or otherAAuse and addressed to each of the then shareholders signify the number of new shares to be issued and tbe price thereof and the said shareholders shall Avithin a period to be stated in such circular letter but not less than thirty days from the sending thereof be entitled to the option of taking all or any of such new shares in preference to any'other persons and such of the said shareholders Avho within such period may signify in Avriting to the directors their desire to partake in the distribution of such ncAV shares shall as between themselves he entitled to have so many of such new shares as shall he in proportion to the number of their then present

shares.

78.

1855.

19° VIC.

445

Sydney Insurance Company.

78. In case any person who shall agree to take any new shares After prc-ctupUoii

shall not within the period to ho fixed for such purpose hy the directors pHetors°ncw'siL?er (and which shall not he less than thirty days) pay the price or deposit to be disposed of by to he rtjquircd on any new shares allotted to him then and without

prejudice to the remedies of the comj^any against him for enforcing such payment it shall he lawful for the directors to allot any such shares to any other proprietor or person whomsoever at such price for each such share as they may think proper hut not less than ten pounds for the same respccth^ely.

79. If any execution either at law or in equity shall have been issued against the property or effects of the company and if there cannot ho found after due diligence sufficient whereon to levy such execution then such execution may he issued against any of the shareholders for the time being or any former shareholder until such execution shall be fully satisfied Provided always that no such execution shall issue against any shareholder or former shareholder except upon an order of the Court in which the action suit or other proceeding shall have hccai 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 shar('holders it shall be lawful for any person entitled to any such execution at all reasonable times to inspect the register of shareholders required to he kept in the office of the company as aforesaid without fee Provided further that in the case of execution against any former shareholder it shall he shomi that such fornu'r shareholder was a shareholder of the company at the time when the contract or engagement for which such judgment decree or order may have been obtained was entered into or became a shareholder during the time such contract or engagement was unexecuted or unsatisfied or was a shareholder at the time of the judgment decree or order being obtained Provided also that in no case shall execution he issued on such judg ment decree or order against the person property or effects of any such former shareholder after the expiration of two years after the person sought to he charged shall have ceased to be a shareholder of such company.

80. Every shareholder against Avhom or against whose property Reiinbursomeut of

or effects execution upon any judgment decree or order obtained as aforesaid shall have been issued as aforesaid shall be entitled to recover against the company all loss damages costs and idiargcs which such sharehokhu' may have incurred hy reason of such execution and after due diligence used to obtain satisfaction thereof against the property and effects of such company such shareholder shall he entitled to contrihution for so much of such loss damages costs and charges as Contribution,

shall remain unsatisfied from the several other shareholders against Avhom exetmtion upon such judgment decree or order obtained against such company might also have been issued under the provision in that behalf aforesaid and that such contrihution may be recovered from such shareholders as aforesaid in like manner as contribution in ordinary cases of copartnership.

81. In the cases provided hy this Act for execution on any

iu

judgment decree or order in any action or suit against the company to simeUoMors.

be issued against the person or against the pro])erty and effects of any

shareholder or former shareholder of such company or against the

property and effects of the company at the suit of any shareholder or

former shardiolder in satisfaction of any moneys damages costs and

expenses paid or incurred hy him as aforesaid in any action or suit

against the company sucli execution may he issued by leave of the

Court or of any Judge of the Court in which such judgment decree or

"

order

44G

19̂ ̂YIC.

1855.

Sydney Insurance Company.

order sliall liave been obtained upon motion or summons for a rule to show cause or other motion or summons consistent wdth the practice of the Court without any suggestion or scire facias in that bt'.half and it shall be lawful for such Court or Judge to make absolute or discharge such rule or allow or dismiss such motion (as the case may be) and to direct the costs of the application to be paid by either party or to make such other order therein as to such Court or Judge shall seem tit and in such cases such form of writs of execution shall be sued out of the Courts of Law and Equity respectively for giving effect to the provision in that behalf aforesaid as the Judges of such Courts respectively shall from time to time think fit to order and the execution of such writs shall be enforced in like manner as writs of execution arc now enforced Provided that any order made by a Judge as aforesaid may be discharged or varied by the Court on application made thereto by either party dissatisfied with such order Provided also that no such motion shall be made nor summons granted for the purpose of charging any shareholder or former shareholder until after sufficient notice thereof in writing shall have been given to the person sought to be charged thereby.

Names of proprietors	82. The secretary or manager of the company shall within year or so soon thereafter as may be practicable cause a true and correct list of the names of all the persons who shall be then existing proprietors or shareholders of the company with their respective places of abode and descriptions verified by a declaration to be made by such secretary or manager to be recorded in the office for the registry of deeds at Sydney and the same shall be open for inspection at all reasonable times by any person requesting the same on the payment of a fee of one shilling for each inspection and if any such secretary or manager shall omit or neglect to cause such a 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 action of debt in the Supreme Court by any person who shall sue for the same Provided always that such action shall be commenced within two years from the time the offence shall be alleged to have been committed.
Eegistrar General’s	thirty days from and after the first day of January in each and every
office.
Persons whose names
are recorded to he	83. Every person wLose name shall have been so recorded as aforesaid shall be considered taken and held to be a proprietor of the company and shall be liable as such until a new list of the names of the proprietors of the company shall be recorded as aforesaid or unto, he sliall have given notice by advertisement in one or more of the daily newspapers published in Sydney and also by a notice to the principal officer of the office for the registration of deeds in Sydney of his retirement from the company Provided however that nothing herein contained shall be deemed or construed to absolve any person from liability on account of any debts incurred by the company during the time such person remained a proprietor or member thereof or from any writs of execution issued against any shareholder or former shareholder under the provisions of this Act.
deemed proprietors.
Custody and use of
corporate seal.	84. The directors shall have the custody of the common seal and the form thereof and all other matters relating thereto shall from time to time be determined at meetings of directors and the directors present at any meeting shall have power to use the common seal for the affairs and concerns of the company and under such seal to authorize and empower any person without such seal to execute any deed and do all or any other such matters and things as may be required to be executed and done in behalf of the company but it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the company or for the appointment of any

to bo recorded in the

attorney

1855.

19*̂ VIO.

447

Sydney Insurance Company.

attorney or solicitor for the prosecution of any action suit or other proceeding's or of any officer or servant of the company and such seal may he affixed to any deed or document hy the hand of any person whom the directors shall appoint in that hehalf and tlie affixinii,'tlicrcof shall he attested by one director and such person so appointed and in case any conveyance or other instrument under seal shall hi; executed wherein it appears that such conveyance or other instrument is executed in consideration of a money payment therein stated to have been made to the company such execution shall have no operation in law or shall operate only as an escrow (according as may he indicated in the attestation aforesaid) until the secretary or other officer charged with tlic receipt of moneys on hehalf of the company shall have certitied under his hand at the foot thereof that such consideration money has been duly paid.

85. In case a maiority of proprietors present in person or by

the company and to sell or dispose of the property and effects of the

company or to amalgamate the said company with any other comp:my

and to transfer such jiroperty and effects to the amalgamated company

an extraordinary general meeting shall be called for the purpose of

reconsidering such resolution and of affirming or disaffirming the same

and if at such last-mentioned meeting the same or any modification

thereof substantially in ai'cordancc therewith shall be adopted by a

resolution agreed to by the proprietors present in person or by proxy

holding three-fourths of the votes of the company then such dissolution

sale amalgamation or transfer shall take place or he made accordingly

proxy at any general meeting shall resolve that it is expedient to dissolve sales of dieets or by the directors (who are hereby emjiowered to make the same) for carrying such last-mentioned resolution into complete effect and until all claims and demands ujion the company shall have been satisfied and all acts remaining to be done by the eompany shall liaÂ e been completed the several provisions herein contained and all powers privileges rights and duties of the directors and of the shareholders respectively shall notwithstanding such resolution as last aforesaid remain and continue in full force so far as the same may be necessary for winding up the concerns of the company and making all such necessary arrangements for carrying such resolution into complete effect and for enabling the directors to pay and satisfy all claims and demands upon the company or to make a division amongst the share holders of the remaining assets of the company.

SCHEDULES REEERllED TO IN THE EOREGOING ACT.

A.

Form of Certificates of Shares.

The Sydney I nsurance Company.

Number

This is to certify that

of

is the proprietor of the share numbered	of “ The Sydney Insurance Company ”
subject to the regulations of the said company.

Given under the common seal of the company the

day of

in the year of our Lord one thousand eight hundred and

B.

448

19̂ VIO.

1855.

Australian Joint Stock Bank.

B.

Form of Transfer of Shares.

of	in consideration of

the sum of

paid to me by

of	do hereby transfer to the said share numbered in the company called “ The Sydney Insurance Company ”

standing in my name and in the books of the company to hold unto the said

his executors administrators and assigns (or successors and assigns) subject to the several

conditions on which I held the same at the time of the execution hereof

And I the said

do hereby agree to take the said share

subject to the same conditions

As witness our hands and seals

day of

0.

Form of Proxy.

I	one of the

proprietors of “ The Sydney Insurance Company ” do hereby appoint

of to be my proxy in my absence to vote in my

name upon any matter relating to the company proposed at the meeting of proprietors to

be held on the day of next or at any adjournment

thereof in such manner as he shall think proper.

In witness whereof I the said

have hereunto set my hand (or i f a corporation say the common seal

of the corporation) the	day of
one thousand eight hundred and

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Citations

Sydney Insurance Company Act 1855 No sic (NSW)

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