Sydney United Omnibus Company's (Limited) Incorporation Act 1872 No suo (NSW)
An Act to incorporate the Sydney United Omnibus Company (Limited) and for other purposes therein mentioned. [9th August, 1872.]
Sydney in t he Colony of N e w South Wales in accordance wi th a n d WH E R E A S Omnibus Company (Limited) " has la tely been established in subject to t he ru les regula t ions and provisions contained in a cer tain deed of se t t l ement bear ing date t he fifteenth day of Apr i l one thousand e ight h u n d r e d and seventy-two and pu rpor t ing to be
t h e deed of se t t l ement of t he said Company A n d whereas by
t h e said deed of se t t lement t h e several par t ies there to have respectively and m u t u a l l y covenanted and agreed t h a t they should whils t hold ing shares in t h e capi tal of t he said Company become a n d cont inue u n t i l dissolved u n d e r t h e provisions in t h a t behalf
the re in contained a J o i n t Stock Company under t he n a m e style and
a J o i n t Stock Company called " The Sydney U n i t e d
t i t le
t i t le of " T h e Sydney U n i t e d O m n i b u s Company ( L i m i t e d ) " for t h e purpose of es tabl ishing and main ta in ing a first-class service of omni buses and such other vehicles as m a y be considered sui table for t h e carr iage of passengers to a n d fro in a n d t h r o u g h the chief business thoroughfares in t h e City and suburbs of Sydney and general ly for t h e conduct of all omnibus business on a n enlarged and improved scale in t h e said City and suburbs wi th in a distance of e ight miles from t h e corporate boundar ies of t he said City A n d whereas i t was by the said deed of se t t lement agreed t h a t t h e capi tal of t he said Company should (unt i l increased u n d e r t h e provisions in t h e said
deed of se t t l ement contained) consist of t h i r t y thousand pounds s ter l ing to be cont r ibuted in t h i r t y thousand shares of one pound each a n d of which shares twenty-one thousand were al lot ted as propr ie tors shares to the persons and in t h e m a n n e r in t h e said deed specified and the r ema in ing n ine thousand were a l lot ted to those shareholders who
should execute t he said deed A n d whereas by t h e said deed provision has been m a d e for t he due m a n a g e m e n t of t he affairs of t he said Com pany by certain Directors and Aud i to r s already appointed and by o ther Direc tors and Audi to r s to be from t i m e to t ime elected and appointed as the i r successors by t he shareholders of t he said Company A n d whereas t he said Company is desirous of being incorporated as a Com pany wi th l imi ted l iabil i ty and i t is expedient t h a t t h e said Company
should be incorporated accordingly Be i t therefore enacted by the Queen ' s Most Exce l len t Majesty by and wi th t h e advice and consent of t he Legislat ive Council and Legislat ive Assembly of N e w South W a l e s in Pa r l i amen t assembled and by t h e au thor i ty of t h e same as fo l lows:—
1. The following words and t e rms wi th in inverted commas shal l
t h roughou t th is Act have t he several mean ings hereby assigned to t h e munless such mean ings should be respectively inconsis tent w i th t h e
con tex t or subject m a t t e r ( tha t is to say )— The word " Company " shall m e a n the Company incorporated by
th is Ac t .
The word " Directors " shall mean the Board of Directors of t h e
Company duly appointed unde r the provisions of t h e deed of
se t t l ement of t h e Company.
The word " sha reho lde r " shall m e a n shareholder proprie tor or
m e m b e r of t h e Company.
The t e r m " deed of s e t t l e m e n t " shall m e a n t h e deed of se t t l ement of t h e Company and any addit ion to a l tera t ion or amend
2. The persons who have already become or who a t any t i m e or m e n t thereof which may be made in pur suance of t h e provisions of t h e said Deed.
t imes hereafter shall (in m a n n e r provided by and subject to t he rules regulat ions and provisions contained in t he said deed of se t t lement) become holders of shares of or in t he capi tal for t he t ime being of t he Company and who shall have executed t h e said deed of se t t lement shall subject to t he conditions regula t ions and provisions in this A c t and in t h e said deed of se t t lement conta ined become and be a body polit ic and corporate wi th l imited liabili ty as hereinafter provided under t h e n a m e style and t i t le of " The Sydney Uni ted Omnibus Com p a n y (Limited) " and by tha t n a m e shall and m a y and t ake g ran t assurances (absolute or otherwise) demises or ass ignments of any lands hered i taments goods chat te ls and effects whatsoever A n d shall a n d
m a y sue and implead and present or m a k e any pet i t ion or mot ion a n d ins t i tu te carry on and conclude any proceeding a t law or in E q u i t y and in any b ranch or jur isdict ion of t he Supreme Court a n d in a n y other Cour t whatsoever e i ther now or hereafter to be established aga ins t any person whe the r a member of t h e Company or not and may be sued
and
and impleaded by any person whe the r a member of t h e Company or no t in all Cour ts whatsoever a t law or in Equi ty and m a y prefer lay and prosecute any ind ic tment information or prosecut ion against any person whomsoever whe ther a shareholder or not for any cr ime or offence whatsoever and in all ind ic tments informations and prosecut ions it shall be lawful to s ta te t h e money goods effects bills notes securities or other p roper ty of whatsoever n a t u r e of t h e Company relat ive to which such ind ic tmen t information or prosecut ion is preferred laid or prose cu ted to be t he money goods effects bills notes securities or other proper ty of t he Company and generally to designate t h e Company by its corporate n a m e whenever for any purpose whatsoever such designa t ion shall be necessary and expedient A n d the Company shall have pe rpe tua l succession and a common seal which m a y be altered varied or changed from t i m e to t ime a t t he pleasure of t h e Company or of t h e Directors thereof.
3. The several rules regula t ions covenants s t ipula t ions and
agreements conta ined in the said deed of se t t lement or which m a y be made in pu r suance of t h e provisions in t h a t behalf there in contained arc and shall be t h e by-laws for t h e t ime be ing of t h e Company except in so far as any of t he same are or m a y be a l tered varied or repealed by or are or shall be inconsis tent wi th or r e p u g n a n t to any of t he provisions of th is A c t or of any of t h e laws or s ta tu tes now or hereafter to be in force in t he said Colony Provided never theless t h a t such rules regulat ions covenants s t ipulat ions and agreements may be amended a l tered or repealed e i ther wholly or in pa r t in t h e m a n n e r provided b y the said deed of se t t lement B u t no ru le or by-laws shall on any account or p re tence whatsoever be made by the Company e i ther under or by v i r tue of t h e said deed of set t lement or of th is Act in opposition to the general scope or t r u e in ten t and mean ing of t he said deed of se t t lement or of th is A c t or of any of t he laws or s ta tu tes in force in t h e said Colony Provided always t h a t no clause in t h e deed of se t t lement or any by-law m a d e in pur suance of t he said deed or of th i s A c t shall be t aken to affect any person who has no t executed t he said deed or to affect the cestui que t rus t of any share in t h e Company.
4. The product ion of a wr i t t en or pr inted copy of t he said deed of se t t lement or of any rules by-laws or regula t ions which m a y be m a d e in pursuance thereof or in pu r suance of this A c t hav ing the common seal of t h e Company affixed there to shall be sufficient evidence in every Court of civil or cr iminal jur isdict ion of such deed of se t t l ement or of such rules by-laws or regula t ions of t he said Company for t he t ime-being A n d a t t h e t ime of t he affixing there to of
| t he said seal of t he Company a n d the certificate of t h e manage r for t he |
t ime being of t he t ime a t which t h e said seal shall have been affixed to t h e said pr in ted copy shall be evidence of t h e fact of t he seal hav ing been affixed a t t he da te or t i m e a t which i t purpor t s to have been affixed A n d the provisions rules by-laws and regula t ions contained in such p r in ted copy shall be t aken and held in any and every Court in which the same shall be p roduced to be t he then cont inu ing exis t ing and unal te red rules by-laws and regulat ions unless t he contrary shall be proved.
5. I t shall be lawful for the Company from t ime to t ime to ex tend or increase i ts capi ta l for t he t ime being by the creat ion and disposal of new shares in t h e m a n n e r and subject to t h e conditions specified in t he said deed of se t t lement .
6. I t shall be lawful for t he Company to purchase t ake hold and enjoy to t h e m and the i r successors for any estate t e r m of years or in teres t or unde r license any lands houses offices build ings or hered i taments as may be necessary or proper for t he pur pose of m a n a g i n g conduct ing and car ry ing on the business of t he
Company
Company and to sell mor tgage convey assign assure demise or otherwise dispose of or act in respect of such lands houses offices bui ldings and hered i taments as occasion may require A n d no person purchas ing or t a k i n g any assurance (absolute or other wise) demise or ass ignment of any proper ty rea l or personal from the Company shall be bound to inqui re as to t h e necessity or advisabil i ty of any such assurance demise or ass ignment and t h e receipt of t h e m a n a g e r for t h e t ime-being of t h e said Company for any money paid on or wi th respect to any such assurance demise or ass ignment shall absolutely discharge t h e person t a k i n g t h e same from seeing to t he appl icat ion of any such money paid by h im the reon or wi th respect to t h e same and from being in any way answerable or accountable for any non-appl icat ion or misappl icat ion thereof Provided t h a t such person was no t a t t h e t i m e of t he giving of any such receipt a p a r t y to or cognizant of any such non-appl icat ion or misappl icat ion or contem pla ted or in tended non-appl icat ion or misappl icat ion of any such money or a n y par t thereof.
7. I t shall be lawful for the Directors from t ime to t ime as they shall see fit in t h e m a n n e r specified in t he deed of se t t lement to m a k e accept and indorse such promissory-notes or bills of exchange on behalf of t he Company for any purposes connected wi th t he affairs and business of t he Company and the m a k i n g accept ing and indors ing of any such promissory-notes or bills of exchange by the Cha i rman of t he Company and a t least one other Director authorized in t h a t behalf by t he Directors for and on behalf of t h e Company shall be b ind ing on t h e Company A n d i t shall be also lawful for t h e Directors on behalf of t h e Company to procure advances and to borrow money and to pay off and discharge such advances in t h e m a n n e r for t h e purposes and subject to t h e restr ic t ions specified in t h e said deed of se t t lement .
8. Al l t he lands goods chat te ls securities covenants debts
moneys choses in action proper ty and th ings a t present vested in t h e Trus tees of t he Company or any other person on behalf of t he Com pany shal l immedia te ly after the pass ing of th is A c t become vested in t h e Company for t h e same estate and in teres t and wi th t he l ike powers and author i t ies as t h e same are now vested in t h e said Trustees or o ther person wi thou t any ass ignment or conveyance whatever .
9. I t shall and may be lawful to a n d for all and every person or persons bodies politic or corporate who arc or shall be otherwise com pe t en t to g ran t sell al ienate and convey assure and dispose of u n t o and to t h e use of t he said Corporat ion and the i r successors for
t h e purposes aforesaid or any of t h e m any houses lands hered i taments and other real estate whatsoever as aforesaid.
10. No th ing in th i s A c t contained shall ex tend to prejudice or
affect any call m a d e or any con t rac t or o ther act deed m a t t e r or t h i n g entered in to made or done by the Company or by any person or per sons on behalf of t he Company unde r or by v i r tue of the said deed of se t t lement before this A c t shall have come in to operat ion b u t such call contract act deed ma t t e r and t h i n g shall be as valid and effectual t o all in ten t s and purposes and may be enforced by or against t h e Company in l ike m a n n e r as if t he Company had been incorpora ted before such call contract act deed m a t t e r or t h i n g had been m a d e entered in to or done.
1 1 . E a c h shareholder in t he said Company for t he t ime-being
shall be l iable to cont r ibute to t he assets of t he Company or to mee t i ts liabilities to an a m o u n t not exceeding the a m o u n t of t he shares held by h im or her and to a fur ther sum of equal amoun t a n d n o shareholder shall at any t ime be liable wi th respect to t he t ransact ions or liabilities of t h e Company beyond such amoun t .
12 . The shares in t he capi ta l of t h e Company and all t h e funds and proper ty of t he Company and all shares there in and the profit and advan tage to he derived therefrom shall be personal estate and t r ans missible as such subject to t he provisions and restr ict ions conta ined in t he said deed of se t t lement .
13 . Subject to t h e provisions and restr ic t ions in t h a t behalf
contained in t he said deed of se t t lement every shareholder m a y sell and transfer all or any of his shares in t he capital of t he Company (but n o t a fractional pa r t of a share) and every such transfer shal l be by deed and according to a form to be approved of by t he Directors a n d t h e t ransferee of such shares shall so soon as he has complied wi th t he r equ i rement s and provisions relat ive to t he transfer of shares and subject to t he conditions restr ict ions and provisions in t h a t behalf con ta ined in t he said deed of se t t lement become a shareholder in respect of t h e same shares to all in ten ts and purposes.
14. The Company shall not be bound to not ice or see to t h e execut ion of any t ru s t w h e t h e r express implied or construct ive to which any share m a y be subject and the receipt of t he person in whose n a m e any such share shall s tand in t h e books of t he Company or if t he same shall s tand in t he names of more persons t h a n one t h e n t h e receipt of one of t he persons named in t he Shareholders Regis ter-book hereinafter ment ioned shall from t ime to t ime be a sufficient discharge to t he Company for any dividend or o ther sum of money payable in respect of such share no twi ths tand ing t h e Company have had notice of such t rus t s A n d t h e Company shall no t be bound to sec to t h e appl icat ion of t h e money paid upon such receipt or be in a n y way answerable for t he non-appl icat ion or misappl icat ion thereof.
15 . I n case t h e assignees of any insolvent shareholder shall elect to accept t h e shares of such insolvent or in case t h e t rustees of any estate assigned for t he benefit of creditors shall elect to accept the shares be longing to such assigned es ta te such assignees or t rus tees shall for thwith nomina te some other person to become a proprietor in respect of such shares (such nominee to be subject to t h e approval of t h e Directors) B u t in no case shall such assignees be themselves ent i t led to become shareholders in respect of t he shares of any insol ven t shareholder nor shall such t rus tees bo themselves ent i t led to become shareholders in respect of t h e shares belonging to any estate assigned for t he benefit of creditors.
16. I n any act ion or suit which shall be b rough t by t h e Com
p a n y against any shareholder to recover t he money due upon any call
| made by vi r tue of th is A c t or of t he said deed of se t t lement i t shall | no t be necessary to set forth t h e special m a t t e r b u t i t shall be sufficient |
| for t h e Company to declare t h a t t h e defendant is t he holder of one or more share or shares in t h e capi ta l of t h e Company (s ta t ing t h e n u m ber of shares) and is indebted to the Company in t h e same to which t h e calls in a r rea r shall a m o u n t in respect of one or more call or calls u p o n one or more share or shares (s ta t ing t he n u m b e r and a m o u n t of each of such calls) whereby an ac t ion has accrued to t h e Company. | |
| 17. On the t r ia l or hea r ing of such act ion or sui t i t shall be sufficient to prove t h a t t h e defendant a t t he t ime of m a k i n g such call as aforesaid was a holder of one share or more in t h e capi tal of t h e Company and t h a t such call was in fact made and such not ice thereof given as is provided in t h a t behalf b y t h e said deed of se t t lement A n d i t shall no t be necessary to prove t h e appo in tment of t he Direc tors nor t he m a k i n g of such call by any person or persons nor any other m a t t e r whatsoever A n d the reupon the Company shall be ent i t led to recover the amoun t due upon such call toge ther wi th in teres t thereon. |
18. The Company shall keep a book to be called t h e " Share holders Register-book " and in such book shall be fairly a n d dis t inc t ly entered from t ime to t ime t h e names and addresses of t h e several per sons hold ing shares in t he Company toge ther w i t h t h e n u m b e r of shares he ld by such shareholders .
19. The product ion of t he Shareholders Regis ter -book shall be admi t t ed in all Cour ts of civil and c r imina l jur i sd ic t ion as prima facie evidence of t h e person n a m e d there in as a shareholder be ing such shareholder and of t he n u m b e r of his shares and of t he fact of t h e person sued for a call or calls be ing t h e person men t ioned in t h e
said Regis ter-book as such shareholder A n d every shareholder or o the r person hav ing a j u d g m e n t a t law or a decree in equi ty aga ins t t h e Com pany m a y a t all convenient t imes peruse t he Shareholders Reg i s t e r - book gra t i s and m a y require a copy thereof or of any p a r t thereof and for every one hund red words so requi red to be copied t h e Company m a y demand a s u m n o t exceeding one shil l ing.
20. I n every case dividends or bonuses shall be declared and
paid ou t of t h e ne t profits made by the Company from t ime to t imea n d no t ou t of t h e capi tal for t h e t ime be ing of t h e Company or any
por t ion thereof. 2 1 . I f any execut ion ei ther a t law or in equi ty shall be or shal l have been issued against t h e proper ty or effects of t he Company and if there cannot be found after due diligence sufficient whereon to levy such execution t h e n such execut ion m a y subject to t h e provisions of t he twenty- th i rd section of th is A c t be issued against any of t he share holders for t he t ime-being or any former shareholder un t i l such execu t ion shall be fully satisfied Provided t h a t no such execut ion shall be issued against any shareholder or former shareholder for any a m o u n t beyond the sum due by such shareholder in respect of t h e a m o u n t subscribed for and unpa id by h i m and a further sum equal to t he a m o u n t so subscribed for Provided always t h a t no such execut ion shall issue against any such shareholder or former shareholder except upon an order of the Cour t in which the act ion suit or other proceeding shall have been b rough t or ins t i tu ted made upon motion in open Cour t after sufficient notice in wr i t ing to t he person sought to be charged A n d upon such mot ion such Court may order execut ion to issue accord ingly Provided fur ther t h a t in case of execut ion against any former shareholder it shall be shown t h a t such former shareholder was a share holder of t he Company a t the t ime when the contract or engagement was entered into for b reach of which cont rac t or engagement such
such cont rac t or engagement was unexecuted or unsatisfied or was a execut ion shall have issued or became a shareholder dur ing the t ime
shareholder a t t he t ime the j u d g m e n t or decree was obtained upon
which j u d g m e n t or decree such execut ion shall have issued Provided also t h a t in no case shall such execut ion be issued agains t t h e person proper ty or effects of any former shareholder after t he expirat ion of one year after t h e person sought to be charged shall have ceased to be a shareholder of t h e Company.
22. Eve ry shareholder against w h o m or against whose p roper ty or effects execut ion upon any j u d g m e n t decree or order obtained as aforesaid shall have issued as aforesaid shall be ent i t led to recover from the Company all loss damages costs and charges incurred by h i m by reason of such execut ion A n d after due dil igence used to obtain satisfaction therefor agains t t he proper ty and effects of t he Company and failure to obta in t h e same ei ther wholly or in pa r t such share holder shall be ent i t led to con t r ibu t ion for so m u c h of such loss damages costs and charges as shall remain unsatisfied from the several other shareholders against whom execut ion upon such j u d g m e n t decree or order as aforesaid m i g h t also have issued unde r the provisions in
tha t
t h a t behalf hereinbefore contained A n d t h e amoun t of such contr i bu t ion m a y be recovered from such shareholders as aforesaid by act ion a t law for money paid for and to the use of such shareholders as a n d by way of con t r ibu t ion A n d no defendant in any such act ion shall
| be enti t led to raise or set u p t he defence of | pa r tne r sh ip . |
23 . I n any of t h e aforesaid cases of execut ion on any j u d g m e n t
decree or order as aforesaid issued against t h e person or p roper ty and effects of t h e Company at t h e suit of any shareholder or former share holder in satisfaction of any money damages costs and expenses paid or incur red by h i m in any act ion or suit against t he Company as afore said such execut ion m a y be issued by leave of t h e Cour t or a J u d g e of t he Cour t in which such j u d g m e n t decree or order shall have been obta ined upon mot ion or summons for a rule to show cause or other mot ion or summons according to the pract ice of t he Cour t w i thou t any suggest ion or scire facias in t ha t behalf A n d i t shall be lawful for such Cour t or J u d g e to m a k e absolute or discharge such ru le or allow or dismiss such mot ion (as t h e case may be) and to direct the costs of t he appl icat ion to be pa id by e i ther par ty or to m a k e such o ther order the re in as to such Cour t or J u d g e shall seem fit A n d in case t he Cour t or J u d g e shall order or allow such wri t of execut ion to issue such wr i t shall in t he form and according to t he pract ice in use for t h e t ime being of t h e respective Court be sued ou t a t t h e instance of such shareholder upon leave or order of t he Cour t or J u d g e A n d every such wri t shall be enforced and levy the reunder made and carried ou t and t h e proper ty levied on sold and disposed of in l ike m a n n e r as wri t of execut ion levies t he reunde r and proper ty levied are now or from t ime to t ime and a t any t ime shall be according to t he pract ice for t h e t i m e being of such Cour t of law or E q u i t y enforced made and carr ied out and disposed of respect ively Provided t h a t any order m a d e as aforesaid m a y be discharged or varied by t h e Cour t on appli
| cat ion m a d e there to by e i ther pa r ty dissatisfied wi th such | order. |
24. I n all cases in which by any Ac t of Pa r l i amen t Imper i a l or
Colonial or by any ru le or order or by t he pract ice of t he Supreme or any o ther Cour t now or hereafter to be in force in th is Colony the plaintiff compla inant or defendant in any action suit or o ther pro ceeding civil c r imina l or otherwise or any credi tor of a n insolvent es ta te or any person be ing a pa r ty to or interested in any process or proceeding whatsoever is or shall be author ized empowered or required to m a k e any affidavit deposit ion or information or to sign or present a n y pet i t ion or to do any other act i t shall be lawful for t he M a n a g e r
| or other officer or agen t of t h e Company (where t h e Company shall be | such plaintiff compla inant or defendant or creditor or be a pa r ty to or |
| otherwise interested in any process or proceeding as aforesaid) to m a k e sign present or do any such affidavit deposition information pet i t ion or o ther act respectively. |
25. The Directors shall have t h e custody of t he common seal
| of t h e | Company and t h e form thereof and all o ther m a t t e r s re la t ing |
the re to shall from t ime to t i m e be determined by t h e Directors in t h e same m a n n e r as is provided by the said deed of se t t lement for t he de te rmina t ion of o ther m a t t e r s by t h e m A n d the Directors present a t a Board Mee t ing of t h e Company shall have power to use such common seal or to author ize t he same to be used for t h e affairs and concerns of t h e Company and unde r such seal to au thor ize and empower any person wi thou t such seal to execute any deed and to do all or any such other m a t t e r s a n d th ings as m a y be requi red to be executed a n d done on behalf of t he Company in conformity wi th t h e provisions of t he said deed of se t t lement and of th i s A c t B u t i t shall no t be necessary to use t he corporate seal in t he d rawing accept ing m a k i n g or endors ing any bill of exchange or promissory note b u t
the
the same shal l a n d m a y be d rawn accepted m a d e or indorsed as pro vided in t h e said deed of se t t lement A n d i t shall no t be necessary to use t he said corporate seal in respect of or for t h e purpose of t ransac t ing any of t h e ordinary business of t h e Company or for t he appo in tmen t s of a n a t to rney or solicitor for t h e prosecut ion or defence of any act ion suit or proceeding or of any officer or servant of t h e Company a n d such seal m a y be affixed to any deed or document by the h a n d of any person w h o m the Directors shall appoint in t h a t behalf and t h e affixing thereof shall be a t tes ted by a t least one Direc tor and such person so appointed.
26. This A c t m a y be cited for all purposes as t h e " Sydney
U n i t e d Omnibus Company 's (Limited) Incorpora t ion A c t 1 8 7 2 " A n d
in every i n s t r u m e n t or document whatsoever executed or issued by t h e
Company t h e word " L i m i t e d " shall be added to and form p a r t of the designation of t he Company.
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