An Act to incorporate the Sydney Marine
| Assurance Company. | [7th April, 1866.] |
| WH E R E A S | Assurance Company " has been la te ly established a t Sydney |
| a J o i n t Stock Company called | t h e | " Sydney | M a r i n e |
| in | t h e | Colony | of N e w | South | W a l e s | u n d e r and subject to t h e ru les |
| regula t ions a n d provisions conta ined in a | cer ta in | deed | of | se t t lement |
| bea r ing | date | t h e | second day of October one thousand e ight h u n d r e d |
| and sixty-five | p u r p o r t i n g | to be t he deed of se t t lement | of t h e | said |
| Company | A n d | whereas by t h e | said deed of se t t lement t h e several |
| par t ies the re to | (other t h a n the nomina l covenantee t he re in named) | have |
respectively a n d m u t u a l l y covenanted a n d agreed t h a t t hey whi ls t ho ld ing shares in t h e capi ta l of t he said Company would r emain and con t inue un t i l such Company should be dissolved unde r the provisions in t h a t behalf the re in contained a J o i n t Stock Company unde r the n a m e style a n d t i t le of t h e " Sydney Mar ine Assurance C o m p a n y " for t he purpose of effecting and car ry ing out t he objects or business the re in par t icular ized being such a n d t h e same as a re enumera ted in section five of th i s Ac t A n d whereas it was by t h e said deed of se t t lement agreed t h a t t h e capi ta l of t he said Company should consist of one h u n d r e d thousand pounds s ter l ing to be divided into twen ty thousand
| shares of t h e a m o u n t of five pounds each and | of such fur ther s u m | or |
| sums as m i g h t thereaf ter be raised by the creat ion a l lo tment and sale of new shares as the re in provided | A n d whereas by t h e said deed of |
se t t lement provision has been made for t he due m a n a g e m e n t of t h e affairs of t h e said Company by cer ta in Directors and Aud i to r s a l ready appoin ted and b y o ther Directors and Audi to rs to be from t ime to t ime elected and appoin ted as the i r successors by t h e shareholders of t h e said Company A n d whereas seventeen thousand of t he said shares
| have been duly al lot ted and t a k e n u p | a n d | a deposit of t e n | shil l ings |
pe r share has been paid up the reon a n d t h e r ema in ing th ree t h o u s a n d shares have been reserved for fu ture a l lo tment as in t h e said deed of se t t l ement provided A n d whereas t h e said Company is desirous of
| be ing incorpora ted | and i t is considered t h a t i t will be advantageous |
| n o t only to t he said Company b u t also to t h e mercan t i l e | sh ipping | and |
| o ther in teres ts of | N e w | South W a l e s t h a t | i t should be | incorporated |
accordingly Be i t therefore enacted by t h e Queen ' s Mos t Exce l l en t Majesty by and wi th t h e advice and consent of t h e Legislat ive Counci l a n d Legislat ive Assembly of N e w South Wales in P a r l i a m e n t assembled a n d by the au tho r i t y of t h e same as follows :—
| The | expression " deed of s e t t l e m e n t " shall m e a n and inc lude t h e said reci ted deed and any a l tera t ions addit ions and amendmen t s t h a t may from t ime to t ime be m a d e in or to t h e same in pu r suance of t he provisions in t h a t behalf |
| |
| 1. The following words and expressions in t he A c t shall have t h i n g in t h e subject or | t he | several mean ings hereby assigned to t h e m unless t he r e be some |
| t h e | context | r e p u g n a n t | to | such | cons t ruc t ion |
t h a t is to say—
| The expression | " t he C o m p a n y " | shall m e a n the | Company |
incorporated by th is Ac t
| The expression " t h e D i r e c t o r s " shall m e a n the Board of | Direc tors |
of t he Company duly appointed unde r t h e provisions of
| t h e said deed of | se t t l ement |
| The word " s h a r e h o l d e r " | shall m e a n | shareholder | propr ie tor | or |
| m e m b e r | of t he | Company |
| 2. E v e r y person who has a l ready become or a t any | t i m e | here |
after shall or m a y in t h e m a n n e r provided by a n d subject t o t h e ru les regula t ions a n d provisions conta ined in t h e deed of se t t lement become holders of shares of or in t h e capi tal for t h e t ime be ing of t h e Company shal l for t h e purposes aforesaid b u t subject never theless to t h e condi t ions regula t ions and provisions hereinafter conta ined be one body pol i t ic and corporate in n a m e and in deed by t h e n a m e of t h e " Sydney M a r i n e Assurance C o m p a n y " a n d by t h a t n a m e shal l a n d m a y sue a n d implead any person whe the r a m e m b e r of t h e Company or n o t a n d m a y be sued and impleaded by any such person in all Cour ts whatsoever a t law or in equi ty and m a y prefer lay a n d prosecute any ind i c tmen t informat ion or prosecut ion aga ins t any person whomsoever w h e t h e r a shareholder or no t for any s teal ing embezzlement f raud
| forgery cr ime or offence and in all ind ic tments informations | a n d | p ro |
secut ions i t shal l be lawful to s ta te t h e money and goods effects bil ls notes securi t ies or o ther p roper ty of whatsoever n a t u r e ( the subject of such proceedings) to be t he money goods effects bills notes securi t ies or o ther p rope r ty of t h e Company a n d to designate t h e Company by i ts corpora te n a m e whenever for t h e purpose of a n y al legat ion of a n i n t e n t to defraud or o therwise howsoever such designat ion shall bo necessary a n d the Company shall have pe rpe tua l succession w i t h a
| common | seal which m a y be a l tered var ied and changed from t i m e to |
| t ime a t t h e pleasure of t h e | Company . |
| 3 . The several laws ru les regula t ions | clauses | a n d | ag reemen t s |
conta ined in t h e deed of se t t l ement or to be m a d e in pu r suance of t h e provisions for t h a t purpose the re in conta ined are and shall be t h e by laws for t h e t ime being of t h e Company save and except in so far as any of t h e m are or shall or m a y be a l te red varied or repealed by or are or shall or m a y be inconsis tent w i th or r e p u g n a n t to any of t h e provisions of th i s A c t or of any of t he laws or s ta tu tes in force in t h e said Colony subject never theless to be and the same m a y be amended a l tered or repealed e i ther wholly or in p a r t in t he m a n n e r provided by t h e deed of se t t lement b u t no ru le or by-law shall on any account or p re tence whatsoever be m a d e by t h e Company e i ther unde r or b y
| v i r t ue of t h e deed | of se t t l ement | or | of t h i s | A c t | in opposit ion | to | t h e |
genera l scope or t r u e in t en t and m e a n i n g of t h e deed of se t t lement or of th is Act or of any of t h e laws or s ta tu tes in force in t h e said Colony.
| 4. The product ion of a wr i t t en or p r in t ed copy of t he | deed | of |
| se t t l ement or of any by-laws to be m a d e in pu r suance | thereof | or | i n |
pu r suance of th i s A c t hav ing the common seal of t he Company
| the re to shall be sufficient evidence in every Cour t of civil or c r imina l | affixed |
jur i sd ic t ion of such deed of se t t lement or of such by-laws.
5. I t shal l be lawful for t he Company subject to t h e res t r ic t ions
a n d provisions here in contained to car ry on t h e business of effecting assurances against t he r i sks of loss or damage- whe the r a t sea i n ha rbou r s or navigable r ivers to ships vessels or o ther craft or goods on board ships vessels or o ther craft or in course of t rans i t overland or of conveyance in any l igh te r boa t or o ther craft or any dray or o the r vehicle to or from any ship vessel or o ther craft also to goods by fire or flood in sheds stores or elsewhere while wa i t ing sh ipmen t or t r a n sh ipment also agains t loss of freight or all or a n y of such r isks or of any o ther m a r i t i m e r isks whatsoever and general ly to ca r ry on as pr inc ipa l or agen t any business in connect ion wi th m a r i t i m e assurance al lowed by law in any p a r t of t he world w i t h full power in t he m a t t e r s aforesaid to en te r in to t r ea ty act or un i t e w i th ama lgama te wi th b u y u p or absorb any o ther M a r i n e In su rance Company office or body or any other Company for t h e t ime be ing ca r ry ing on business similar t o t h a t for t h e t ime being carried on or de te rmined to be carr ied on b y t h e Company and to carry on and conduct a n y o ther business wh ich
m a y
| m a y be de te rmined upon in pu r suance of t h e powers for t h a t | purpose |
| in t h e deed of se t t lement | contained. |
6. The shares in t h e capi tal p roper ty and profits of t h e Company
shal l be personal es ta te and t ransmiss ible as such subject t o t h e res t r ic t ions for t h a t purpose conta ined in t h e deed of se t t lement a n d
| shall no t be of | t h e n a t u r e of | real es ta te . |
| 7. Subject to t h e res t r ic t ions | for th i s purpose in t h e deed | of |
se t t lement conta ined every shareholder m a y sell or t ransfer all or any of his shares in t h e capi tal of t h e Company (but no t a fractional p a r t of a share) and every such t ransfer shall be by deed and according to a form to be approved of by t he Direc tors .
8. U p o n t h e assignee of any insolvent shareholder or t h e t rus tees of any es ta te assigned for t he benefit of creditors e lect ing to accept t h e shares of any insolvent shareholder or of any such assigned es ta te such assignee or t rus tees shall for thwith n o m i n a t e some other person or persons to become a propr ie tor or propr ie tors in respect of such shares such nominee or nominees to be subject to t h e approval of t h e Directors b u t in no case shall such assignee or t rus tees be themselves ent i t led to become shareholders in respect of t h e shares of any insol ven t shareholder or of any es ta te assigned for t h e benefit of credi tors .
9. The Company shall no t be bound to not ice or see to t h e
| execut ion of | any t r u s t or equi table in te res t or c la im whe the r | express |
| implied or cons t ruc t ive to which any share m a y be subject and | t h e |
receipt of t h e pa r ty in whose n a m e any such share shall s tand in t h e books of t h e Company or if i t s tands in t he n a m e of more par t ies t h a n one t h e receipt of t h e one of t h e par t ies recognizable as a share holder u n d e r t h e provisions of t h e deed of se t t lement shall from t ime to t i m e be a sufficient discharge to t h e Company for any dividend or o ther s u m of money payable in respect of such share no twi th s t and ing
| a n y t ru s t or equi table in teres t or claim to which such share m a y | t h e n |
| bo subject a n d whe ther or not t h e Company have h a d | not ice of | such |
| t r u s t or equi table in teres t | or c laim and t h e Company shal l no t | be |
| b o u n d to see to t h e appl icat ion of t h e money paid | u p o n | such | receipt |
| a n d every share shall be subject to t h e engagements and | l iabil i t ies | t o |
| which | u n d e r t h e provisions | of t h e deed of se t t lement t h e same is |
| r endered liable i r respect ive | a n d to t h e exclusion of any such | t r u s t |
| equi table interest or claim. |
10. I n any act ion or suit to be b r o u g h t by t he Company agains t
| any shareholder to recover t he money due for any call m a d e by v i r tue |
| of th i s A c t or of t he deed of se t t lement it shall no t be necessary | to |
set forth t h e special m a t t e r b u t i t shal l be sufficient for t h e Company to declare t h a t t h e defendant is t h e holder of one share or more in t h e capi ta l of t h e Company (s ta t ing t h e n u m b e r of shares) a n d is indebted to the Company in t h e sum to which t h e calls in a r rea r shal l a m o u n t in respect of one call or more upon one share or more (s ta t ing t he n u m b e r and a m o u n t of each of such cal ls)whereby an ac t ion h a t h accrued to t h e Company.
| 1 1 . On t h e t r i a l or hea r ing of such act ion or suit i t shall | be |
sufficient to prove t h a t t h e defendant a t t h e t ime of m a k i n g such call was a holder of one share or more in t h e capi tal of t he Com p a n y and t h a t such call was in fact made a n d such not ice thereof g iven as is provided for t h a t purpose in t h e deed of se t t l ement a n d i t
| sha l l n o t be necessary to prove the appo in tmen t of t h e Directors | who |
| m a d e such call nor any other | m a t t e r | whatsoever | a n d | t he r eupon | t h e |
| Company shall be ent i t led to recover w h a t shall be due u p o n | such |
| call w i th in teres t | thereon . |
| 12. N o dividend shall in any case be declared or paid out of t h e subscribed capi tal for t h e t ime being of t he | Company. |
| 1 3 . I t shall he lawful | for | t h e | Company | no twi ths t and ing | a n y |
| s t a tu te or law to t he | con t ra ry | to purchase t a k e hold | a n d | enjoy | t o |
t h e m and their successors for any estate t e r m of years or in te res t any houses offices bu i ld ings or kinds necessary or expedient for t h e purpose of m a n a g i n g conduc t ing and ca r ry ing on t h e affairs concerns a n d
| business of t h e Company also to bui ld | sui table offices on l a n d | p u r |
| chased for t h a t purpose and also to t ake a n d to hold un t i l t h e | same |
| can be advantageous ly disposed of for t h e purpose of | r e imbur semen t |
| only any lands or p rope r ty wh ich m a y be t a k e n by | t h e | Company | in |
satisfaction l iquidat ion or discharge of any debt due t o t h e Company or in securi ty for any debt or l iabili ty a n d t h a t whe the r t h e same shall be subject to any exis t ing lien mor tgage or charge in favour of t h e Company or no t a n d to sell enfeoff release convey demise ass ign exchange or otherwise dispose of all or any such houses offices bui ld ings l ands a n d p roper ty as occasion may requi re .
14. I t shal l and m a y be lawful for every person who is or shall
be otherwise competen t t o g r a n t sell alien release convey assign assure
demise a n d dispose of u n t o and to t he use of t h e Company and the i r
| successors for t h e purposes aforesaid or any of t h e m a n y such | houses |
| offices l ands or | p roper ty . |
15 . Al l t h e lands securit ies bonds covenants debts money choses in act ion a n d th ings a t present vested in t h e Trustees of t h e Company or any other person on behalf of t h e Company shall immedia te ly after t h e pass ing of th i s A c t become vested in t he Company for t h e same
| es ta te and in teres t a n d wi th | t h e | l ike | powers | and | au thor i t ies | as | t h e |
| same are now vested in t h e said Trus tees or o ther person w i t h o u t | a n y |
| ass ignment or conveyance whatsoever . |
| 16. I t shal l be lawful for t h e Company to increase i t s | capi ta l |
b y t h e issue of new shares in t h e mode prescr ibed by and in accord
| ance w i t h t h e provisions of t he deed of | se t t lement . |
17 . I t shal l be lawful for t h e Company from t ime to t i m e as t h e Direc tors shal l see fit t o p rocure such advances and borrow and otherwise obta in such moneys for t h e benefit a n d purposes of t h e Company u p o n t h e secur i ty of t h e funds a n d capi tal thereof a n d a t such r a t e of in te res t as t h e Direc tors may t h i n k advisable a n d for t h e purposes aforesaid t h e Company shal l have full power to establish cash credi ts execute cash credit bonds and to d iscount or otherwise negot ia te promissory notes bills of exchange drafts or orders a n d t h e
| powers hereby conferred shall in no way res t r ic t t h e power | conferred |
| b y t h e deed of | se t t l ement on t h e M a n a g e r | a n d | any | one | Direc tor | t o |
sign draw indorse and accept bills of exchange promissory notes and
o the r negot iable i n s t rumen t s and in t h e exercise of any of t h e powers
aforesaid i t shall no t be obligatory on t h e person or persons t r e a t i ng or deal ing wi th t h e Company to see to t h e appl icat ion of t h e moneys advanced or paid to t h e Company or t h e object or purpose wi th or for w h i c h such powers were exercised.
| 18 . | N o t h i n g in th i s A c t contained | shal l | be | cons t rued | to | p r e |
jud ice any call m a d e or any cont rac t en te red in to by or w i t h t h e Company or any person on behalf of t h e Company before th i s A c t shall have come in to operat ion b u t t h e same call or con t rac t shal l be
| as val id to all i n t en t s and purposes as if th i s A c t h a d n o t been | passed |
| a n d m a y be enforced in l ike m a n n e r | as if t he Company h a d | been |
| incorpora ted before such call was m a d e or such con t rac t | was | en te red |
| in to . |
19. The produc t ion of t h e shareholders ' regis ter book to b e
| k e p t in accordance wi th t he provisions of t h e deed of | se t t l ement | shal l |
| be admi t t ed in al l | Cour ts | of civil a n d c r imina l | jur i sd ic t ion as | prima |
| facie evidence of t h e person n a m e d the re in as a shareholder be ing such shareholder a n d of t h e n u m b e r of | h i s shares a n d every shareholder | or |
o ther
| other person hav ing a j u d g m e n t a t law or a decree in | equi ty | agains t |
| t h e Company m a y a t all convenient t imes peruse t h e | shareholders ' |
| regis ter hook | grat is and m a y requ i re a copy thereof | or of a n y | p a r t |
thereof and for every one h u n d r e d words so requ i red to he copied t h e Company m a y demand a s u m not exceeding one shil l ing and a p r in ted l ist of t h e shareholders shall be prepared in t he m o n t h of October in each year and k e p t exposed in t he office of t h e Company in Sydney u n t i l t h e m o n t h of October following when the new and revised list
| shal l be subs t i tu ted | therefor. |
20. I f any execut ion ei ther at law or in equi ty shall have been
| issued agains t t h e p rope r ty or effects | of t h e | Company | a n d if | t he re |
| canno t be found sufficient whereon to levy such execut ion t h e n | such |
| execut ion m a y be issued agains t any of t h e shareholders for | t h e | t i m e |
| be ing or any former shareholder of t h e Company | Prov ided always |
t h a t no such execut ion shal l issue aga ins t any such shareholder or former shareholder excep t upon the order of t h e Cour t in which t h e act ion sui t or o ther proceeding shall have been b rough t or ins t i tu ted m a d e upon mot ion in open Cour t after sufficient not ice in wr i t ing to t h e person sought to be charged a n d upon such mot ion such Cour t m a y order execut ion to issue accordingly Provided fu r ther t h a t in t h e case of execut ion agains t any former shareholder i t shall be shewn t h a t such former shareholder was a shareholder of t h e Company a t t h e t ime when any con t rac t or engagemen t was entered in to for breach of which cont rac t or engagemen t such execut ion shall have issued or become a shareholder du r ing t h e t ime such contract or engagemen t was unexecu ted or unsatisfied or was a shareholder a t t h e t ime t h e j udg m e n t or decree was obtained upon which j u d g m e n t or decree such execut ion shal l have issued Provided also t h a t in no case shall such execut ion be issued against t he person proper ty or effects of any former shareholder after t h e expi ra t ion of two years after t h e person sought to be charged shal l have ceased to be a shareholder of t h e Company .