An Act to incorporate the Australasian Mineral
| Oil Company. | [7th April | 1866.] |
| in t h e Colony of N e w South "Wales u n d e r and subject to t h e rules | WH E R E A S Minera l Oil C o m p a n y " has been lately establ ished a t Sydney |
| regula t ions and provisions conta ined in a cer ta in deed of se t t lement bear ing date t h e twenty-fifth day of October in t he year of our Lord 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 h e deed |
| of se t t l ement of t h e said Company | A n d whereas by the said | deed | of | |
| se t t l ement | t h e | several par t ies the re to | have respectively | and | m u t u a l l y | |
| covenanted and agreed t h a t t h e y whils t ho ld ing shares in t he said Company shall be remain and cont inue a J o i n t Stock Company for t h e express object of ca r ry ing on t h e business thereof unde r t he n a m e style and t i t le of t he "Aus t ra las ian Mine ra l Oil C o m p a n y " for extract i ng and manufac tu r ing oils and o ther articles from wi th a n d out of minera l and o ther substances for refining any such oils and o ther art icles for expor t ing sell ing and disposing of any such oils and art icles refined or otherwise for pu rchas ing and t a k i n g on lease and hold ing lands tene m e n t s mines and he red i t ament s for sell ing l e t t ing and disposing of t h e same for work ing or cont rac t ing for t he work ing of t he minera l s in or upon any land or mines of which t h e said Company m a y from t ime to t ime be owners or lessees for ra is ing obta in ing purchas ing us ing export i ng selling and disposing of minera l s and other substances and ar t ic les for tes t ing t h e m i n i n g capabil i t ies of any l and purchased or t aken on lease or in tended to be purchased or t aken on lease or t he minera ls whereon are or m a y be purchased or t aken on lease or in tended to be purchased or t aken on lease by the Company for purchas ing m a k i n g a n d erect ing p lan t machinery appa ra tus bui ldings rai lways t r amways roads wharves and other m a t t e r s for any such purposes for ob ta in ing loans wi th or wi thou t securi ty a n d m a k i n g other financial a r range m e n t s for any such purposes for establ ishing agencies b ranches and connect ions in relat ion to t h e said business for ac t ing u n i t i n g or |
| a m a l g a m a t i n g wi th buy ing u p | or absorbing any other Company | w h e t h e r | |
| E n g l i s h or Aus t r a l i an of which t h e objects a re s imilar or analogous to those of t h e Aus t ra las ian Mine ra l Oil Company and for doing and t r ansac t ing all such m a t t e r s and th ings as m a y be necessary for the purposes aforesaid and also such o ther business and purposes as t h e Board of Di rec tors shall from t ime to t ime t h i n k fit and mos t beneficial for t h e in teres ts of t he said Company A n d i t has been by t h e same deed of se t t lement agreed t h a t t he capi ta l of t h e said Com p a n y shall consist of seventy thousand pounds to be cont r ibu ted in seven t housand shares of t en pounds each A n d whereas by t h e same |
| deed | of | se t t lement | provision | has been made for t h e due | m a n a g e m e n t | |
| of the affairs of t h e Company by cer ta in Directors a l ready appointed and by o ther Direc tors to be from t ime to t ime elected and appointed as the i r successors by t he shareholders of t h e said Company A n d whereas t h e whole of t h e capi ta l of seventy thousand pounds has been subscribed for A n d whereas t h e said Company is desirous of be ing incorpora ted and i t is expedient t h a t t h e said Company should be incorpora ted accordingly subject to t h e provisions hereinafter conta ined Be it therefore enacted by the Queen ' s Mos t Exce l len t Majesty by and wi th t he advice and consent of t he Legislat ive Council and Legis lat ive Assembly of N e w South W a l e s in Pa r l i amen t assembled and by the au thor i ty of t h e same as follows :— |
| a | J o i n t | Stock | Company | called | t he | " Aus t ra las ian |
1. The following words and expressions in t h e A c t shall have
t h e several mean ings hereby assigned to t h e m unless the re be some
t h i n g in t h e subject or t h e con tex t r e p u g n a n t to such const ruct ion
| The expression | " t h e | C o m p a n y " | shall | m e a n | t h e | Company |
| incorpora ted | by th i s | A c t |
| The | expression | " | t h e D i r e c t o r s " | shal l | m e a n | t h e | Boa r d | of |
| Direc tors | of | t h e | Company du ly appoin ted unde r t h e p ro |
| visions of t h e deed of se t t lement of t h e | Company |
The word " shareholder " shall m e a n shareholder propr ie tor or
| m e m b e r | of t h e | Company |
| The expression " deed of se t t lement " shall m e a n t h e deed | of |
| se t t lement of | t h e Company a n d any addi t ion to | a l te ra t ion |
| or a m e n d m e n t | thereof | which | m a y | be | m a d e in | p u r s u a n c e |
of t h e provisions thereof.
2. Such and so m a n y persons as have a l ready become or a t a n y
| t ime or t imes hereafter 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 l ement become shareholders or propr ie tors of shares of or in t h e capi ta l for t h e t ime be ing of t he Company shall subject never the less
| to t h e condit ions regula t ions a n d provisions hereinaf ter | conta ined | be |
| one | body | poli t ic a n d | corporate by n a m e and in deed by t h e n a m e of |
| t h e " Aus t ra las ian Minera l | Oil | Company " | a n d | by t h a t | n a m e | shall |
| a n d m a y | g r a n t | and receive and | shall and m a y sue and implead a n y |
| person w h e t h e r a m e m b e r of t h e Company | or n o t | and | m a y | be | sued |
| a n d | impleaded | by | any person whe the r a m e m b e r of t h e Company or |
| no t in all Cour ts whatsoever a t law or in equi ty a n d m a y prefer | lay |
| a n d | prosecute | any ind ic tment informat ion or prosecut ion agains t a n y |
person whomsoever w h e t h e r a shareholder or n o t for any s teal ing embezzlement fraud forgery or o the r c r ime or offence a n d in all indict m e n t s informat ions a n d prosecut ions i t shall be lawful to s ta te t h e money goods effects bills notes securit ies or o ther p rope r ty of t h e Company relat ive to which such ind ic tment information or prosecut ion is preferred laid or prosecuted to be t he money goods effects bills no tes securit ies or o ther p roper ty of t h e Company a n d general ly to designate t h e Company by its corporate n a m e whenever for t h e purpose of a n y al legat ion of a n in t en t to defraud or otherwise howsoever such designa t ion shall be necessary a n d t h e Company shall have pe rpe tua l succession wi th 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 p leasure 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 he deed of se t t l ement or to be m a d e u n d e r or by v i r tue or in pu r suance thereof shall be deemed a n d considered to be a n d shal l be t h e by-laws for t h e t ime be ing of t h e Company save a n d except in so far as any of t h e m are or shall or m a y be a l tered var ied or repealed b y or a re or shall or m a y be inconsis tent or incompat ible wi th or r e p u g n a n t to any of t h e provisions of th is Ac t or of any of t h e laws or s ta tu tes now or hereafter to be in force in t h e said Colony subject never theless to a l tera t ion a m e n d m e n t or repeal in 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 u n d e r or by |
| v i r tue of t h e deed of se t t lement | or of th i s A c t in opposition to | t h e |
| genera l scope or t r u e in t en t a n d m e a n i n g of th i s Ac t or of | a n y of | t h e |
laws or s ta tu tes in force for t h e t ime be ing in t h e said Colony.
| 4 . | The produc t ion of a wr i t t en or p r in t ed copy | of t h e | deed | of |
| se t t l ement | or | of any | ru les by-laws or regula t ions to be made in pu r |
suance thereof or in pur suance of th i s Act h a v i n g t h e common seal of t h e Company affixed the re to shall be sufficient evidence in every Cour t of civil or cr iminal jur isdic t ion of such deed of se t t lement or of such
| ru les by-laws or | regula t ions . | 5 . |
| 5. I t shall be lawful for t h e Company no twi ths tand ing | a n y |
| s ta tu te or law to t h e cont ra ry to purchase t ake hold a n d enjoy | to |
| t h e m a n d the i r successors for any es ta te | t e r m | of | years | or in teres t or |
| u n d e r | license any m i n e r a l or o the r lands mines houses offices | bui ld ings |
| he red i t amen t s a n d fixtures as m a y be necessary or p roper for t h e | pu r |
| pose of m a n a g i n g and conduct ing a n d ca r ry ing on the affairs | concerns |
a n d business of t he Company A n d to sell convey assign assure lease a n d otherwise dispose of or act i n respect of such lands mines houses
| offices bui ld ings he red i t amen t s and | fixtures | as occasion m a y | requi re . |
G. I t shall be lawful for any person competent so to do to g r a n t sell alien a n d convey demise assign assure and dispose of u n t o and to the use of t h e Company and the i r successors for t h e purposes aforesaid or a n y of t h e m a n y such land mines houses offices bui ldings heredi ta
| m e n t s a n d | fixtures | or to g r a n t to t h e Company a license for work ing |
any such l and mines and heredi taments .
7. Al l t h e l and mines securi t ies covenants debts moneys choses in ac t ion and th ings a t present vested in t h e Trus tees of t h e Company or a n y 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 he same
| es ta te a n d | in teres t | and wi th | t h e | l ike powers | a n d | author i t ies | as t h e |
| same a re now vested in t h e said Trus tees or o ther | person w i t h o u t | any |
| ass ignment or conveyance whatsoever . |
8. I t shall be lawful for t h e Company from t ime to t ime to ex tend or increase i ts capital for t he t i m e be ing by t h e creation and disposal of new shares subject to t h e provisions of t he deed of set t le- m e n t .
9. I t shal l be lawful for t h e Direc tors from t ime to t ime as t hey shall sec fit 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 w i t h t h e affairs and business of t h e Company or to au thor ize any person or persons so to do and t h e m a k i n g accept ing or indors ing of any such promissory notes or bills of exchange by the Cha i rman of t h e Company or o ther person or persons author ized in t h a t behalf by t h e Direc tors for a n d on behalf of t he Company shall be b ind ing agains t a n y share holder and i t shall also be lawful for t h e Direc tors on behalf of t h e Company to p rocure advances a n d to borrow money and to pay off and discharge such advances subject to t h e provisions of t h e deed of set t le m e n t Prov ided t h a t no th ing here in contained shall give t h e Company
| power to | bor row to a g rea te r | ex t en t | t h a n | double | t h e a m o u n t of | t h e |
| 10. N o t h i n g | here in | conta ined | shall prejudice or be cons t rued |
| to prejudice 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 en te red in to m a d e or done by the Company pr ior t o or u n d e r | or |
| by v i r tue of t h e said deed of se t t l ement before th i s Ac t shall come | in to |
| operat ion b u t t h e same call cont rac t act deed m a t t e r or | t h i n g shall be |
| as valid a n d effectual to all i n t en t s a n d purposes and m a y be | enforced |
| in l ike m a n n e r as if t h e | Company h a d | been | incorpora ted | before t he |
| same call cont rac t act deed m a t t e r | or t h i n g | had | been | m a d e | en tered |
| in to or done. |
| 1 1 . The capi tal or jo in t | stock | for | t h e t i m e be ing | a n d all | t h e |
funds and proper ty of t he Company and t h e several shares the re in and t h e profits and advantages to be derived theref rom shal l be and be deemed to be personal es ta te and be t ransmiss ible as such subject t o t h e regula t ions and provisions of t he deed of se t t lement .
| 12. The Company shall no t be b o u n d to not ice or see to t h e execut ion of any t r u s t or equi table in teres t or demand whe the r | express |
| implied or cons t ruc t ive to which any share m a y be subject | |
| receipt |
receipt of t h e pa r ty in whose n a m e a n y such share shal l s tand in t h e books of t h e Company or if i t s tands in t h e n a m e of more par t ies t h a n one t h e receipt of one of t h e par t ies named in t h e shareholders ' regis ter book hereinafter men t ioned shall subject to t h e deed of se t t l ement from t i m e to t i m e be a sufficient discharge to t h e Company for any dividend or o ther sum of money payable in respect of such share no twi th s t and ing a n y t r u s t or equi table claim or demand to which such share may t h e n be subject and no twi ths t and ing t h a t t h e Company have h a d not ice of
| such t r u s t s a n d t h e Company shall no t be b o u n d to see to t h e | applica- |
t ion of t h e money paid u p o n such receipt A n d any such share shall be subject t o all claims by t h e Company and otherwise to t he provisions of t h e deed of se t t l ement in t h e same m a n n e r as if t h e same were no t l iable to any t r u s t or equi table claim or demand.
1 3 . I n case t h e assignees of any insolvent shareholder shal l elect t o accept t h e shares of such insolvent or in case t h e t rus tees of any es ta te assigned for t h e benefit of creditors shall elect to accept t h e shares be longing to such assigned es ta te such assignees or t rus tees shal l for thwith nomina t e some other person to become a shareholder i n respect of such shares such nominee to be subject to t h e approval of t h e Di rec tors b u t in n o case shall such assignees be themselves en t i t l ed to become shareholders in respect of t h e shares of any insolvent shareholder no r shall such t rus tees be themselves ent i t led to become shareholders in respect of t h e shares be longing to any estate assigned
| for t h e benefit of | credi tors . |
14. 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 h e money due for any call made by v i r tue of th i s A c t or of t h e deed of se t t lement i t shall n o t be necessary to set for th t h e special m a t t e r b u t i t shall be sufficient for t h e Company t o declare t h a t t h e defendant is t he holder of one share or more in t he capi tal of t h e Company (s ta t ing t h e n u m b e r of shares) and is indebted t o t h e Company in t h e s u m to which t h e calls in a r rea r shall a m o u n t in respect of one call or more u p o n 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 calls) whereby a n act ion h a t h accrued to t h e Company.
| 15 . On t h e t r ia l or hea r ing of such act ion | or sui t | i t | shal l | be |
| sufficient t o 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 ta l of t h e Company a n d t h a t such call was in fact made and such not ice thereof g iven as is provided for t h a t purpose in t h e deed of se t t lement and i t shall n o t
| be necessary to prove t h e appo in tmen t of t he Directors who m a d e such |
| call no r any o the r m a t t e r | whatsoever | and the reupon | t h e | Company |
| shal l be ent i t led to recover w h a t | shal l be due u p o n | such call wi th |
16 . The Company shall keep a book to be called " t h e share-
| holders ' reg is ter book" and in such book shall be fairly | and | dis t inct ly |
| en te red from t i m e to t i m e t h e names a n d | (as accurately as may be) | t h e |
| addresses of t h e several persons ent i t led to shares in t h e | Company |
| toge ther w i th t h e n u m b e r of shares to which | such | shareholders | shal l |
| be respectively | ent i t led. |
| 17. The p roduc t ion of t h e shareholders ' regis ter book | shall be |
admi t t ed in all Cour t s of civil a n d cr iminal jur i sd ic t ion as prima
facie evidence of each person named there in as a shareholder be ing
such shareholder and of t he n u m b e r of h is shares.
18 . I n every case dividends or bonuses shal l be declared a n d
pa id ou t of t h e ne t gains and profits of t h e Company and not out of
| t h e capi ta l for t he t i m e be ing of t h e | Company. |
| 19. I n t h e event of t he assets of t h e Company be ing | insuffi- |
c ient to mee t i ts engagements each shareholder shall in addi t ion to t h e a m o u n t of his subscribed shares in t h e capi ta l of t he Company be
| responsible to the ex ten t only of a | s u m equal | to t h e a m o u n t | of | h is |
| said shares. |
| 20. I n all cases in which by any A c t of | P a r l i a m e n t | or | of | t h e |
Colonial Legis la tu re or by any ru l e or order or t he pract ice of t h e Supreme Cour t or any o ther Cour t now or hereafter to be in force in th is Colony the plaintiff compla inant or defendant in a n y act ion sui t or other proceeding civil c r iminal or otherwise or any credi tor of a n insolvent es ta te or any person be ing a pa r ty to or in teres ted in a n y process or proceeding whatsoever is or shal l be author ized empowered or requi red to m a k e any affidavit deposit ion or information or to sign
| or p resen t any pet i t ion or to do any other act i t shall be lawful | a n d |
compe ten t for t h e manage r or o ther officer or agent of t he Company (where such Company shall be such plaintiff compla inant defendant or credi tor or be a pa r ty to or otherwise in teres ted in any process or proceeding whatsoever as aforesaid) for and on behalf of t h e Company to m a k e any such affidavit deposition or informat ion s ign presen t any such pet i t ion or do any such other act as aforesaid.
| 2 1 . | The Directors for t h e t i m e be ing shall have t h e | cus tody | of |
| t he common seal of t he Company and t h e form thereof a n d | a l l | o ther |
| ma t t e r s r e la t ing the re to shall | from | t ime to t ime be de te rmined by | t h e |
| Direc tors in t he same m a n n e r as is provided in a n d b y t h e | deed of |
| se t t l ement | for | t h e | de terminat ion | of | other ma t t e r s | by | t h e | Directors |
A n d t h e Directors present a t a Board of Directors of t h e Company shall have power to use such common seal or author ize t he same to be used for t h e affairs and concerns of t he Company and u n d e r such seal to author ize a n d empower any person wi thou t such seal to execute any deeds and do all or any such other ma t t e r s and th ings as m a y be requi red to be executed and done on behalf of t he Company in con formity wi th t he provisions of t he deed of se t t l ement a n d of th i s A c t A n d such seal m a y be affixed to any deed or document by t h e h a n d of any person w h o m the Directors shall appoin t in t h a t behalf