An Act to incorporate the "Moruya Silver
| Mining Company." | [11th April, 1864.] |
| WH E R E A S | M i n i n g C o m p a n y " | has | been | lately established a t | Sydney | in |
| a jo in t | stock Company called | " The M o r u y a | Silver |
| t he Colony of N e w South W a l e s unde r a n d | subject | to t he | ru les |
| regula t ions and provisions | conta ined in a cer ta in deed of | se t t lement |
| bea r ing | da te | t h e | t e n t h day of | J u l y one thousand e ight h u n d r e d | and |
| s ixty- two | p u r p o r t i n g to be a 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 he 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 they whi ls t hold ing shares in t he capi ta l of t h e said Company would remain a n d cont inue un t i l dissolved unde r t he provisions in t h a t behalf the re in
| conta ined | a jo in t | stock Company u n d e r t h e | n a m e | style and | t i t le | of |
| " | The M o r u y a | Silver Min ing | C o m p a n y " for t he purpose of work ing | or |
| con t rac t ing for t h e work ing of all t h e lodes veins and | s t ra ta of | metal l ic |
| ore | and minera l s | u p o n or u n d e r t h e surface of cer ta in | lands | and |
| he red i t ament s in t he said deed of | se t t lement ment ioned or such | o ther |
l ands and he red i t aments as m i g h t thereaf ter be t a k e n on lease or l icense by the said Company u n d e r t h e provisions of t he said deed of se t t lement a n d to purchase any metal l ic ores or minera ls and to m a k e advances on deposit or cons ignment thereof wash or otherwise render merchan t ab l e t h e ores and minera l s won or obta ined therefrom a n d also to smelt and refine such ores and minera ls a n d to sell expor t or otherwise dispose of all such ores a n d minera l s e i ther in a n a t u r a l or
| manufac tu red condit ion | A n d whereas it was by t h e said deed of |
| se t t l ement | agreed t h a t | t he | capi tal of t h e Company should consist | of |
| t w e n t y thousand | pounds s ter l ing to be divided in to four | thousand |
shares of t h e a m o u n t of five pounds each and of such fur ther sum or sums of money as should or m i g h t bo raised by t h e creat ion of n e w shares as the re in provided A n d whereas by t h e said deed of set t le m e n t provision has been made for t h e 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 audi tors already appointed and by o ther directors a n d audi tors 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 t he whole of t he capi ta l of t w e n t y
| thousand pounds has been subscribed for | A n d whereas t he 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 | Be it therefore |
enac ted by the Queen ' s Mos t 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 Wales in Pa r l i amen t assembled and b y t h e au thor i ty of t h e same as follows :—
1. The following words and expressions in t he Act 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 ( tha t is to say) :—
| The expression | " t h e C o m p a n y " | shall m e a n the Company | incor |
| The expression | " t h e Di rec to r s" | shall m e a n t h e Board | of |
Direc tors of t he Company duly appointed u n d e r the pro
| visions of t h e said deed of | se t t lement . |
| The word " Shareho lder" | shall m e a n shareholder propr ie tor or |
2. E v e r y person who has already become or a t any t i m e here
| after shall or m a y in t he m a n n e r | provided by and subject t o t h e rules |
regula t ions a n d provisions conta ined in t he said deed of se t t lement become holders of shares of or in t he capital for t h e t i m e be ing of t h e said Company shall for t h e purposes aforesaid b u t subject never theless to t h e condit ions regula t ions and provisions hereinaf ter con ta ined be one body poli t ic and corporate in n a m e and in deed by the n a m e of " The M o r u y a Silver M i n i n g C o m p a n y " and by t h a t n a m e
| shall a n d may g r a n t a n d receive sue and | implead | any person | w h e t h e r |
a m e m b e r of t h e Company or no t and m a y be sued and impleaded in all Cour ts whatsoever a t law or in equi ty and m a y prefer lay and pro secute any ind ic tment informat ion or prosecut ion agains t any person whomsoever for any cr ime or offence whatsoever and in all ind ic tments informat ions a n d prosecut ions it shall be lawful to s ta te t h a t any pro pe r ty of t h e Company relat ive to which such ind ic tmen t informat ion or prosecut ion is preferred laid or prosecuted is t h e p roper ty of t h e Company a n d general ly to designate t h e Company by i ts corpora te n a m e whenever for any purpose whatsoever such designat ion shal l be necessary a n d the Company shal l 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 ime to
| t i m e a t t h e p leasure of t h e | Company. |
3 . The several laws rules regula t ions clauses a n d agreements
| con ta ined | in | t h e | said deed of se t t l ement | a n d | such ru les by- laws | or |
| regu la t ions | as from | t ime to t ime m a y be m a d e in pu r suance of | t h e |
provisions for t h a t purpose there in conta ined are a n d shall be t h e by laws for t h e t ime be ing of t h e Company save and except in so far as a n y of t h e m are or shall or m a y be a l tered varied or repealed by or are or shall or m a y be inconsis tent wi th or r e p u g n a n t to a n y 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 nevertheless as to t h e ru les by-laws or regula t ions which m a y from t ime to t i m e be m a d e in pu r suance of t h e provisions of t h e said deed of se t t lement to be a n d t h e same may be
| amended a l te red | or | repealed | e i ther whol ly or in | p a r t in t h e | m a n n e r |
| provided | by t h e | said deed of se t t l ement | b u t n o 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 | said deed of se t t lement | or of th i s A c t | in |
opposi t ion to t h e genera l scope or t r u e i n t en t and m e a n i n g of t he said deed of se t t l ement or of th i s Ac t or of any of t h e laws or s ta tu tes in force in t h e said Colony.
| 4 . | The p roduc t ion of a wr i t t en or p r in ted copy of t he said deed |
of se t t lement or of any ru les by-laws or regula t ions to be m a d e in pur suance thereof or in p u r s u a n c e of th i s A c t hav ing the common seal of t he Company affixed there to shall be sufficient evidence in every Cour t of civil or c r iminal jur i sd ic t ion of such deed of se t t lement or of such rules by-laws or regu la t ions .
5. I t shall be lawful for t h e Company subject to t h e res t r ic t ions
and provisions here in and in t he said deed of se t t lement conta ined to work or con t rac t for work ing all t h e lodes veins a n d s t ra ta of metal l ic ores a n d minera l s u p o n or u n d e r t h e surface of t he lands and heredi ta m e n t s in t h e said deed of se t t lement men t ioned or such o ther l ands and he red i t amen t s as m a y hereafter be purchased or t aken on lease or license by the said Company u n d e r t h e provisions hereinafter conta ined and to purchase any meta l l ic ores or minera l s and to m a k e advances on deposit or cons ignment thereof and to wash or otherwise r ender merchan tab le t h e ores and minera l s won or obtained there f rom a n d also to smel t and refine such ores and minera l s and to sell expor t or otherwise dispose of all such ores and minera l s e i ther in a n a t u r a l or
| manufac tu red | condit ion. |
| 6. I t shall he lawful for t he Company no twi ths t and ing | any |
s t a tu te or law to t h e con t ra ry to purchase t ake hold and enjoy to t h e m and the i r successors any mine ra l lands and all such houses offices and bui ld ings and other lands and hered i taments as may be necessary for t he purpose of ca r ry ing on t h e business of t he Company for any estate t e r m of years or in teres t or upon any license and to sell demise or otherwise dispose of t he same as occasion shall require .
7. I t shall be lawful for any person who is competent so to do to sell or demise to t he Company any such minera l lands houses offices bui ld ings lands and hered i taments or to g ran t a license for work ing any such minera l lands or he red i taments .
8. I t shall be lawful for t he Company from t ime to t ime to
ex tend or increase i t s capital for t h e t ime being by t h e creat ion and
disposal of new shares or preference shares in t he m a n n e r specified in
| t h e said deed of | set t lement . |
9. I t shall be lawful for t he 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 said deed of se t t lement to m a k e accept and endorse such promissory notes or bills of exchange on behalf of the Company for any purposes connected wi th the affairs and business of t he Company and t h e m a k i n g accept ing and endors ing of any such promissory notes or bills of exchange by the Cha i rman of the Company or o ther person authorized in t h a t behalf by t h e directors for and on behalf of t he Company shall be b ind ing against every shareholder and i t shall be also lawful for t he directors to p rocure advances and to borrow money a n d to pay off and discharge such advances in t h e m a n n e r for t he purposes and subject t o t he
| res t r ic t ions specified in t h e said deed of | se t t lement . |
10. Al l t he land securit ies covenants debts moneys choses in act ion a n d th ings at present vested in t he t rus tees of t he Company or any other person on behalf of t h e Company shall immedia te ly after t he pass ing of th i s Ac t become vested in t he Company for t h e same
| esta te and | in teres t | a n d wi th t h e | l ike powers and author i t ies as t he |
| same arc now vested in t h e said | t rus tees or o ther person wi thou t | a n y |
ass ignment or conveyance whatsoever .
| 1 1 . Eve ry call made | and | every cont rac t ac t deed m a t t e r or |
t h i n g entered in to or done by the Company or by any person on behalf of t he Company unde r t h e provisions of t he deed of se t t lement pr ior to t h e pass ing of th is A c t shall be as valid and effectual to and for all in ten ts and purposes and m a y be enforced in l ike m a n n e r as if t he
| Company h a d been incorporated before such call cont rac t act deed |
m a t t e r or t h i n g had been m a d e entered in to or clone.
12. The shares in t h e capi ta l of t he Company and all t he funds a n d proper ty of t he Company and all shares there in shall be personal estate and t ransmiss ible as such subject to t h e restr ict ions for t h a t purpose conta ined in t he said deed of se t t lement and shall no t be of
| t h e n a t u r e of | real | estate . |
13 . Subject to t he restr ict ions for th is purpose in t h e said deed of se t t l ement contained every shareholder m a y sell and t ransfer all or any of his shares in the capi tal of t he Company (but no t a fractional pa r t of a share) and every such transfer shall be by deed and according to a form to be approved of by t he directors and the transferee of such shares shall so soon as he has complied wi th the provisions relative to t h e transfer of shares conta ined in t h e said deed of settle men t become a shareholder in respect of t he same shares in every respect.
14. The Company shall not be bound to see to t he execut ion of any t ru s t whether express implied or construct ive to which any share may be subject and the receipt of the pa r ty in whose name any such share shall s tand in t he books of the Company or if it s tands in t h e
n a m e of more part ies t h a n one t h e receipt of one of t he par t ies named in t he shareholders ' register hook hereinafter ment ioned shall from t ime to t ime he 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 ths tand ing any t r u s t to which such share m a y t h e n be subject and notwi th s tand ing the Company have had notice of such t rus t s and the Company shall no t be bound to see to t he applicat ion of t he money paid upon
15. I n case t he Assignees of any insolvent shareholder shall elect to accept t he shares of such insolvent or in case t he Trustees of any estate assigned for t he benefit of creditors shall elect to accept t h e shares be longing to such assigned estate such Assignees or Trus tees shal l for thwith nomina te some other person to become a propr ie tor in respect of such shares such nominee to be subject to t he 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 insolvent shareholder nor shall such Trus tees be themselves ent i t led to become shareholders in respect of t he shares belonging to any estate assigned for t he benefit of credi tors .
16. I n any act ion or suit to be b rough t by t he Company against 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 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 share or more i n t h e capi tal of t he Company (s ta t ing t he n u m b e r of shares) and is indebted to t he Company in t h e sum to which t h e calls in a r rear shall a m o u n t in respect of one call or more upon one share or more (s ta t ing t h e n u m b e r and amoun t of each of such calls) whereby an action h a t h accrued to t he Company.
17. On the t r ia 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 the t ime of m a k i n g such call was a holder of one share or more in t he capi ta l of t he Company and t h a t such call was in fact made a n d such not ice thereof given as is provided for t ha t purpose in t he said deed of se t t l ement and i t shall no t be necessary to prove t he 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 and the reupon the Company shall be ent i t led to recover wha t shall be due upon such call w i th
18. The Company shall keep a book to be called " The Share
| holders ' Regis ter Book" and in such book shall be fairly and dist inctly |
| entered from | t ime to t ime t h e names and addi t ions of t h e several |
| persons ent i t led | to | shares in t he Company toge the r wi th t he | n u m b e r |
of shares to which such shareholders shall be respectively ent i t led.
19. The product ion of t he shareholders ' register book shall be admi t ted in all Cour ts of civil and cr iminal jur isdic t ion as prima facie
evidence of t he person named the re in as a shareholder being such shareholder and of the n u m b e r of his shares a n d every shareholder or other person hav ing a j u d g m e n t a t law or a decree in equi ty against the Company may a t all convenient t imes peruse the shareholders register book grat is and may requ i re a copy thereof or any par t thereof and for every one hund red words so required to be copied t he Company may demand a s u m not exceeding one shil l ing.
20. I n every case dividends or bonuses shall be declared and
paid out of t h e ne t gains and profits of t h e Company and no t out of
t h e capi tal for t he t ime being of t h e Company or any por t ion thereof.
2 1 . I f any execut ion e i ther a t law or in equi ty shall have been
issued against t he p roper ty or effects of t he Company and if t he r e canno t be found after due diligence sufficient whereon to levy such execut ion t h e n such execut ion may be issued agains t any of the
shareholders
| shareholders for t he t ime being or any former shareholder un t i l | such |
execut ion shall be fully satisfied Provided always t h a t no such execut ion shall issue against any such shareholder or former share holder except upon an order of t he Cour t in which the act ion suit or o ther proceeding shall have been b rough t or ins t i tu ted made upon mot ion in open Court after sufficient not ice in wr i t ing to the person sought to be charged and upon such mot ion such Cour t may order execut ion to issue accordingly Provided fur ther t h a t in t h e case of execut ion against any former shareholder it shall be shewn tha t such former shareholder was a shareholder of the Company at t he t ime when the cont rac t or engagement was entered in to for breach of which cont rac t or engagement such execut ion shall have issued or become a share holder du r ing t h e t ime such contract or engagement was unexecu ted or unsatisfied or was a shareholder a t t he t ime t h e 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 ha t in no case shall such execution be issued against t he person proper ty or effects of any former shareholder after t he expirat ion of one year after t he person sought to be charged shall have ceased to be a shareholder of t he Company.
22. Eve ry shareholder against whom or against whose proper ty or effects execut ion upon any j u d g m e n t decree or order obtained as aforesaid shal l have been issued as aforesaid shall be enti t led to recover agains t t he Company all loss damages costs and charges which such shareholder may have incur red by reason of such execut ion and t h a t after due dil igence used to obta in satisfaction thereof against t he p roper ty and effects of t he Company such shareholder shall be ent i t led to cont r ibut ion for so m u c h of such loss damages costs and charges as shall r emain unsatisfied from t h e several other shareholders against w h o m execut ion upon such j u d g m e n t decree or order obtained against t he Company migh t also have been issued unde r t he provision in t h a t behalf aforesaid and tha t such cont r ibu t ion m a y be recovered from such shareholders as aforesaid in l ike m a n n e r as cont r ibut ion in ordinary cases of co-par tnership .
23 . I n t he event of t he assets of t he Company being insufficient t o mee t i ts engagements t h e shareholders shall in addi t ion to t he a m o u n t of thei r subscribed shares in t he capi tal of t h e Company be responsible to t he ex ten t only of a s u m equal to t he amoun t of the i r said shares.
| 24s. I n all cases in which by any Ac t | of P a r l i a m e n t | or of | t he |
| Colonial Legis la ture or by any ru le or order or t h e pract ice of t he | Supreme Cour t or any o ther Cour t now or hereafter to be in force in |
| th i s Colony t h e plaintiff compla inant or defendant in any action suit or other proceeding civil c r iminal or otherwise or any creditor of an insolvent estate or any person being a par ty to or in teres ted in any process or proceeding whatsoever is or shall be author ized empowered or requi red to m a k e any affidavit deposition 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 competen t for the manage r or other officer or agen t of t he Company (where such Company shall be such plaintiff complainant defendant or credi tor or be a pa r ty to or otherwise interested in any process or pro ceeding whatsoever as aforesaid) for and on behalf of t h e Company to m a k e any such affidavit deposition or informat ion sign present any such pet i t ion or do any such other act as aforesaid. |
| 25. The directors for t he t i m e being shall have t he custody of t he common seal of the Company and the form thereof and all o ther ma t t e r s re la t ing the re to shall from t ime to t ime be determined by the directors in the same m a n n e r as is provided by t h e said deed of sett le m e n t for the de te rmina t ion of o ther ma t t e r s by t he directors and the directors present at a Board of Directors of t he Company shall have |