The Australian Alliance Assurance Company's Act 1867 (Vic)
Version No. 001
The Australian Alliance Assurance Company's Act 1867
Act No. 305/1867
Version incorporating amendments as at 14 February 2000
TABLE OF PROVISIONS
Section Page
1.Company may sue and be sued
2.Memorial of chairman's name to be recorded in office of Registrar-General
3.No proceedings to be taken in chairman's name until memorial recorded
4.How judgments decrees and orders obtained against chairman may be enforced
5.Proceedings in execution against property of a member
6.Act to apply to company notwithstanding changes of members
7.Real and personal property held in trust for company to vest
in chairman of directors8.Chairman may deal with property as if entitled thereto in his
own right9.Securities warrants of attorney covenants and agreements to
vest in chairman of the directors10.Onus of proving that no memorial has been recorded to be on defendant
11.Copy of deeds of settlement and accession to be registered
12.Names of members to be recorded
13.Life reserve fund
14.Short title
15.Saving rights of Her Majesty
16.Reference to Registrar-General deemed reference to Commissioner for Corporate Affairs
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SCHEDULE REFERRED TO
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details
Version No. 001
The Australian Alliance Assurance Company's Act 1867
Act No. 305/1867
Version incorporating amendments as at 14 February 2000
An Act to enable the Shareholders of a Joint Stock Insurance Company established in the Colony of Victoria under the name or style of "The Australian Alliance Assurance Company" to sue and be sued in the name of the Chairman for the time being of the Directors of the Company and for other purposes.
Preamble
WHEREAS in the year One thousand eight hundred and sixty-two several persons in the colony of Victoria formed themselves into a joint stock company under the name or style of "The Australian Alliance Assurance Company", for the purpose of effecting assurances on lives or survivorships or on contingencies connected with lives or survivorships, and of granting purchasing and selling endowments or annuities, and of lending money, and generally of carrying on the business of a life assurance and an annuity endowment loan and reversionary interest association, and also for the purpose of carrying on the business of a guarantee company, with power for the board of directors to extend the business of the company by receiving money on deposit, and granting assurances upon any description of property against fire or other casualty or upon any life or lives against the risk of accidental death or loss or damage through accident of any kind, and to purchase or acquire the goodwill or business of any other company having similar objects, and also with power for a specified majority at an extraordinary general meeting called for the purpose to increase the business of the company by authorising the board of directors to carry on any other business of a similar or kindred nature to those which the board of directors might lawfully carry on by virtue of the deed of settlement of the company:
AND WHEREAS the business of the said company has been extended to fire and marine insurance:
AND WHEREAS the said company is now carrying on business and has its principal office in Melbourne, but is not an incorporated company:
AND WHEREAS the affairs of the said company are managed by a board of directors, subject to the provisions contained in the deed of settlement of the said company dated the twenty-fourth day of July One thousand eight hundred and sixty-two and a certain deed of accession dated the first day of October One thousand eight hundred and sixty-two:
AND WHEREAS the directors of the said company have power to appoint from time to time from among themselves a chairman and to remove such chairman:
AND WHEREAS it is expedient to afford to the said company facilities in recovering debts due to the said company, and in maintaining actions or other proceedings for damages done to their property, and also in prosecuting persons who may steal or embezzle the securities money or other property of the said company or defraud or otherwise injure the said company; and also to enable the said company to hold and deal with real and personal property by and in the name of the chairman of the directors of the said company and his successors in office, without the necessity of any conveyance or transfer, upon any change of the chairman; and also to enable the said company to create and maintain out of the receipts of the life assurance business of the said company a reserve fund, to be applicable in payment of losses or expenses incurred in such business, and not of any other losses or expenses:
AND WHEREAS it would be convenient and just that persons having demands against the said company should be entitled to sue one member thereof instead of all the members; but these things cannot be done without the authority of the Legislature:
BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows:
1.Company may sue and be sued
All actions suits and proceedings at law or in equity which shall hereafter be commenced or taken by or on behalf of the said company, either alone or jointly with others, whether against any member of the said company or against any other person, may and shall be commenced or taken in the name of the person who shall at the time be the chairman of the directors of the said company as the nominal plaintiff complainant petitioner or applicant on behalf of all the members of the said company, and carried on in his name while he continues in such office; and all actions suits and proceedings at law or in equity which shall hereafter be commenced or taken against the said company, either alone or jointly with others, may and shall be commenced or taken and prosecuted against the chairman for the time being of the directors of the said company, as the nominal defendant or respondent for and on behalf of the said company; and in all indictments and informations it shall be lawful to state the property of the said company to be the property of the chairman for the time being of the directors of the said company, naming him as such; and any offence committed with intent to injure or defraud the said company shall, in any prosecution for the same, be stated or laid to have been committed with intent to injure or defraud such chairman, and any offender or offenders may thereupon be lawfully convicted of any such offence; and the death resignation or removal of any chairman for the time being of the directors of the said company shall not abate any such action suit prosecution or other proceeding as aforesaid, but the same may be continued in the name of or against his successor as the case may require as such representative as aforesaid of the said company:
Provided always that nothing herein contained shall affect any action suit prosecution or other proceeding commenced before the passing of this Act.
2.Memorial of chairman's name to be recorded in office of Registrar-General
A memorial of the name of the chairman of the directors of the said company, in the form or to the effect set forth in the Schedule hereunto annexed, signed by such chairman and by a majority of the directors of the said company, shall be recorded upon oath in the office of the Registrar-General of the colony of Victoria, within one calendar month after the passing of this Act; and when and so often as any chairman of the directors of the said company shall be newly appointed, a memorial of the name of such newly appointed chairman, in the same form or to the same effect as the above-mentioned memorial, signed by such newly appointed chairman and by a majority of the persons who shall be directors of the said company at the time of such appointment, shall in like manner be recorded upon oath in the office of the said Registrar-General within one calendar month next after every such chairman shall be appointed; and for all purposes whatsoever the production of any memorial recorded as by this Act directed, or of an office or examined copy thereof, shall be received as sufficient and conclusive evidence in all courts of justice or before any person having by law or by consent of parties authority to receive evidence of all the matters set forth in such memorial; and that the directors who signed the same formed a majority of the directors of the said company at the time therein stated, and as primâ facie evidence that the person named in such memorial as chairman so continues at the time of the production thereof; nor shall any proof be required of the authority of the person before whom the oath verifying the said memorial shall appear to have been sworn to administer such oath.
3.No proceedings to be taken in chairman's name until memorial recorded
Until such memorial as hereinbefore first mentioned shall be recorded in the manner herein directed no action suit or other proceeding shall be brought or taken by the said company or any of the members thereof in the name of the chairman of the directors of the company under the authority of this Act.
4.How judgments decrees and orders obtained against chairman may be enforced
Every judgment and every decree or order which shall at any time after the passing of this Act be obtained against the chairman for the time being of the directors of the said company as representing the said company may be enforced, and execution thereon may be issued not only against the property of the said company but also, unless the contrary is declared or agreed in the contract or engagement in respect of which such judgment decree or order may have been obtained, and if due diligence shall have been used to obtain satisfaction of such judgment decree or order by execution against the property of the company, then against the property of any member of the company for the time being, or any former member in his individual capacity, until such judgment decree or order shall be fully satisfied:
Provided that in the case of execution against any former member such former member was a member of the said company at the time when the contract or engagement in respect of which such judgment decree or order may have been obtained was entered into, or became a member during the time such contract or engagement was unexecuted or unsatisfied, or was a member at the time of the judgment decree or order being obtained:
Provided also that in no case shall execution be issued on such judgment decree or order against the property of any such former member after the expiration of three years next after the person sought to be charged shall have ceased to be a member of the said company; and every person against whose property execution upon any judgment decree or order obtained as aforesaid shall be issued as aforesaid shall be reimbursed and paid out of the funds of the said company all such loss damages costs and charges as such person shall or may incur or be put unto by reason of such execution; and all such remedies shall be allowed as between him and the several members of the said company as would have existed in a similar case if this Act had not been passed.
5.Proceedings in execution against property of a member
In the cases provided by this Act for execution of any judgment decree or order obtained in any action suit or other proceeding against the chairman for the time being of the directors of the said company to be issued against the property of any member or former member of the said company, such execution may be issued by leave of the Supreme Court or of a judge thereof, upon motion or summons made or granted either during term or vacation, for a rule to show cause or other motion or summons consistent with the practice of the court without any suggestion or scire facias in that behalf, and it shall be lawful for such court or judge either during term or vacation to make absolute or discharge such rule, or allow or dismiss such motion or summons 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 fit.
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 member or former member until ten days' notice thereof shall have been given to the person sought to be charged thereby.
6.Act to apply to company notwithstanding changes of members
This Act shall extend and apply to the said company at all times during the continuance of the same, whether the said company be now or hereafter composed of all or any of the persons who were the original members thereof, or of all or some of those persons together with some other persons, or shall be composed altogether of persons who were not original members thereof.
7.Real and personal property held in trust for company to vest in chairman of directors
All property real and personal now vested in or held by any persons, whether absolutely or by way of security only, in trust for the said company, whether such trust be expressly declared by any instrument or not, shall be vested in and held by the chairman of the directors of the said company for all the estate and interest of such persons respectively therein, but in trust nevertheless for the said company, and in the like manner as if such chairman and his successors in the office of chairman of the directors of the said company were in law a corporation sole, and as if the personalty were real estate; and all property real and personal which may hereafter be contracted for or be acquired by or belong to the said company or any persons in trust for the said company may be conveyed assigned or otherwise assured to the chairman for the time being of the directors of the said company, and shall thereupon become vested in such chairman for all the estate or interest so conveyed assigned or otherwise assured, but in trust nevertheless for the said company, and in the like manner as if such chairman and his successors in the office of chairman of the directors of the said company were in law a corporation sole and as if the personalty were real estate.
8.Chairman may deal with property as if entitled thereto in his own right
Subject to the provisoes in this section contained the chairman for the time being of the directors of the said company may as between the members of the said company and other persons, and as between the said company and any members thereof, deal with any property real or personal for the time being vested in or held by him as such chairman according to his estate and interest therein in the same manner as if he were entitled thereto in his own right and not as trustee for the said company, and he may execute and do all such assurances and things as may be necessary for any such purpose.
Provided always that every deed and instrument which may be executed by any such chairman purporting to deal with any such property shall bear at the foot thereof the signature of the manager of the time being of the said company, and the receipt in writing of any such chairman countersigned by the manager for the time being of the said company shall be a good discharge to any purchaser mortgagee lessee pledgee or assignee of any such property, or to any person taking a reconveyance or reassignment of any property mortgaged, or release of any security given to any such chairman, or to any other trustee or trustees for the said company or otherwise dealing with any such chairman in respect of any such property as aforesaid for the money in such receipt expressed to be received, and after any such receipt shall be given neither the person taking the same nor any person claiming through or under him shall be bound to see to the application or be answerable for any loss mis‑application or non-application of the money so expressed to be received, and a statutory declaration purporting to be made by two of the directors of the said company, and stating that any person appearing to have signed or countersigned any such deed or instrument or receipt as aforesaid was at the date of any such deed instrument or receipt as aforesaid or at the time of the signature thereof by such person, the manager of the said company shall be for all purposes and in all courts and before all persons having authority to receive evidence conclusive proof of the truth of such statement.
Provided also that nothing herein contained shall affect the rights of any member of the said company as between himself individually and such chairman, nor the rights of the members of the said company collectively, against such chairman personally.
9.Securities warrants of attorney covenants and agreements to vest in chairman of the directors
The full benefit of all securities for money heretofore taken by or assigned to, or which may hereafter be taken by or assigned to any persons in trust for or on behalf of the said company, and of all warrants of attorney covenants and agreements heretofore given or assigned to or made with or which may hereafter be given or assigned to or made with any persons in trust for or on behalf of the said company, shall vest in the chairman for the time being of the directors of the said company and his successors in the said office in trust for the said company, and any action suit or other proceedings either at law or in equity may be brought or taken thereon in the name of the person who shall at the time be the chairman of the directors, and prosecuted as hereinbefore directed with regard to proceedings hereafter to be taken in the name of the chairman of the directors on behalf of the said company.
10.Onus of proving that no memorial has been recorded to be on defendant
If in any action to be brought by any chairman of the directors of the said company by virtue of this Act the character in which the plaintiff is stated on the record to sue shall be specially denied, the plaintiff shall not be non-suit, nor shall a verdict be given against him for want of proof on the record of such memorial as hereinbefore mentioned; but in case the defendant in any such action shall prove on such trial that no such memorial has been recorded then a non-suit shall be entered in such action.
11.Copy of deeds of settlement and accession to be registered
A copy of the original deed of settlement of the said company, bearing date the twenty-fourth day of July One thousand eight hundred and sixty-two, attested by the chairman for the time being of the directors of the said company to be a true copy of such original deed of settlement and also a copy of the deed of accession to the said company, bearing date the first day of October One thousand eight hundred and sixty-two similarly attested shall be registered in the office of the Registrar-General of the said colony by the said chairman within thirty days after the passing of this Act, and the same copies respectively shall be open for inspection at all reasonable times to any person requiring to inspect the same on payment of a fee of one shilling for each such inspection. And if any such chairman shall omit or neglect so to register such attested copy of the said deed of settlement or such attested copy of the said deed of accession within the period aforesaid he shall be subject and liable to a penalty of one hundred pounds to be recovered by action in the Supreme Court or any other court of competent jurisdiction 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. And as often as any new or further deed of settlement or deed of accession of or to the said company shall be duly made or executed a copy of such deed attested as aforesaid shall in like manner be registered in the office of the said Registrar-General and shall be similarly open to inspection on payment of the fee aforesaid, and the chairman for the time being of the directors of the said company shall be subject to the same penalty as aforesaid to be recovered in the same manner as aforesaid for neglecting or omitting to register any such new or further deed as hereinbefore imposed for neglecting or omitting to register the original deed of settlement of the said company.
12.Names of members to be recorded
The chairman for the time being of the directors of the said company shall within thirty days from and after the first day of October in each and every year cause a correct list of the names of all the persons who shall on such first day of October be members of the said company with their respective places of residence and descriptions as appearing in the register of shareholders, together with the number of shares belonging on that day to each such member as appearing by such register to be recorded on oath (which oath any justice of the peace is hereby authorised to administer) in the office of the said Registrar-General, and the same list shall be open for inspection at all reasonable times to any person requiring to inspect the same on payment of a fee of one shilling for each such inspection. And if such chairman shall omit or neglect to cause such list to be recorded as 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 in the Supreme Court or any other court of competent jurisdiction 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; and every person whose name shall be so recorded as aforesaid shall primâ facie be deemed to be a member of the said company until a new list of the names of the members of the said company shall be recorded as aforesaid or until he shall have given notice in the Government Gazette countersigned by the chairman for the time being of the directors of the said company of his retirement from the said company.
13.Life reserve fund
It shall be lawful for the directors of the said company, with the consent of an extraordinary general meeting of shareholders convened and held in accordance with the regulations of the company, from time to time, to set apart out of the receipts of the life assurance branch of the company's business any sum or sums of money to form with the accumulations thereof a reserve fund to be called "The Life Reserve Fund", and to invest the money from time to time forming such fund upon such securities and in such manner as they may think fit. And "The Life Reserve Fund" shall be applicable in payment of losses and expenses incurred in the life assurance branch of the company's business and not in payment of any other losses or expenses; and all losses and expenses incurred in such life assurance business which the income derived therefrom is insufficient to meet shall be defrayed out of "The Life Reserve Fund" so far as the same will extend.
14.Short title
In citing this Act in legal proceedings and in legal instruments, and for all purposes whatsoever it shall be sufficient to use the expression "The Australian Alliance Assurance Company's Act 1867".
15.Saving rights of Her Majesty
Nothing in this Act contained shall affect any right or interest of Her Majesty her heirs or successors.
16.Reference to Registrar-General deemed reference to Commissioner for Corporate Affairs
In this Act, a reference to the Registrar-General shall be deemed to be a reference to the Commissioner for Corporate Affairs within the meaning of the Companies (Administration) Act 1981.
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SCHEDULE REFERRED TO
Memorial of the name of the chairman of the directors of "The Australian Alliance Assurance Company", recorded in the office of the Registrar-General of the colony of Victoria, pursuant to "The Australian Alliance Assurance Company's Act 1867".
A. B. of was on the day of appointed and still is chairman of the directors of the said company.
(Signature of Chairman) Chairman.
(Signature of Directors) Directors of the said company
being a majority of such directors.
In the Supreme Court of the Colony of Victoria.
üýþ
I G. H. of make oath and say that I was present and did see the foregoing memorial signed by the abovenamed chairman, and also by the respective directors whose names appear thereto, and that such directors formed a majority of the directors of the said company at the time mentioned in the second section of the said Act.
Sworn this day of One thousand eight hundred and
üýþ
Before me
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ENDNOTES
1. General Information
The Australian Alliance Assurance Company's Act 1867 was assented to on 4 July 1867 and came into operation on 4 July 1867.
2. Table of Amendments
This Version incorporates amendments made to The Australian Alliance Assurance Company's Act 1867 by Acts and subordinate instruments.
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Companies (Consequential Amendments) Act 1981, No. 9699/1981
Assent Date: 5.1.82 Commencement Date: Ss 9, 14, 18 on 1.7.81: s. 2(2); s. 19 on 1.10.81: s. 2(3); s. 22 on 5.1.82: s. 2(4); rest of Act on 1.7.82: s. 2(1) Current State: All of Act in operation
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3. Explanatory Details
No entries at date of publication.
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