The Sydney Meat-preserving Company (Limited) Incorporation Act 1871 No smp (NSW)

An Act to incorporate the Proprietors of a certain Company called "The Sydney Meat-preserving Company (Limited)" and for other purposes therein mentioned. [17th June, 1871.]

WH E R E A S a J o i n t preserving Company (L imi t ed ) " has been lately established a t

Sydney in t he Colony of N e w South Wales under and subject to the

rules regulat ions and provisions contained in a certain indenture or deed of se t t lement bear ing date t he t en th J u n e e ighteen hundred and seventy purpor t ing to be a deed of se t t lement of the said Company A n d whereas by the said indenture or deed of se t t lement the several part ies there to have respectively and mu tua l l y covenanted and agreed to be and cont inue (unt i l dissolved under t he provisions in t h a t behalf there in contained) as a J o i n t Stock Company or par tnersh ip under the n a m e style and t i t le of " The Sydney Meat-preserving Company (Limited) " for the purpose of carrying on the business of prepar ing a n d preserving m e a t and vegetables of every description or k ind in the Aus t ra l i an Colonies as in the said deed of se t t lement is provided and also of purchas ing and impor t ing t he necessary mater ia ls for t he pre- par ing and preserving the same and also of sell ing disposing of and expor t ing such m e a t and vegetables when so prepared and preserved and to hire bui ld and purchase suitable premises and to erect t h e neces- sary machinery for t he carrying on of all such operations and works and from t ime to t ime to hire and employ all necessary agents clerks officers workmen servants and apprent ices A n d whereas i t was by the said indenture or deed of se t t lement further agreed tha t the capital should

Stock Company called " The Sydney Meat -

should consist of twenty-five thousand pounds to be contr ibuted in five thousand shares of five pounds each and of such fur ther sum as a majori ty of the shareholders for t he t ime-being shall a t a special general mee t ing called for t h a t purpose determine to be raised by the creation and a l lo tment or sale of new shares of t he l ike a m o u n t as there in provided A n d whereas by the said inden tu re or deed of se t t lement provision has been made for t h e paymen t of dividends and for t he disposal and applicat ion of t h e profits and also for t he due m a n a g e m e n t of t h e affairs of the said Company A n d whereas t he said Company is desirous of be ing incorporated and i t is expedient t h a t t h e said Company should be incorporated accordingly b u t subject to the provisions hereinafter conta ined Be i t therefore enacted by the Queen ' s Mos t Exce l len t Majesty by and wi th t he advice and consent of t h e Legislat ive Council and Legislat ive Assembly of N e w South Wales in Pa r l i amen t assembled and by t h e au thor i ty of t he same as follows :—

1. The persons who have already become or a t any t ime here- after shall or m a y in t he m a n n e r provided by and subject to t he rules regulat ions and provisions contained in t he said inden ture or deed of se t t lement become proprietors of or in t he capi tal for t he t ime being of t h e said Company shall for t he purposes aforesaid b u t subject never theless to t h e conditions restr ict ions regulat ions and provisions hereinafter contained be one body polit ic and corporate in n a m e and in deed by t h e n a m e of " The Sydney Meat -preserv ing Company L imi t ed" and by t h a t n a m e shall and m a y sue any person or persons body or bodies politic or corporate whe the r a member or members of the said Corporat ion or no t and m a y be sued implead and be impleaded in all Courts whatsoever a t law and in equi ty and m a y prefer lay and prosecute any ind ic tment information and prosecut ion against any person or persons whomsoever for any steal ing embezzlement fraud forgery cr ime or offence a n d in all ind ic tments informations and pro- secutions i t shall be lawful to s tate t he money and goods effects bills notes securit ies or o ther proper ty of t h e said Company to be t he money goods effects bills notes securities or o ther proper ty of t he said Cor- porat ion and to designate t h e said Company or copar tnership by its corporate n a m e whenever for t he purpose of any al legation of an in ten t to defraud or otherwise however such designation shall be necessary and the said Corporat ion shall have perpe tua l succession wi th a common seal which may be a l tered varied and changed from t ime to t ime a t the pleasure of t h e said Corporation.

2. T h e several laws rules regulat ions clauses and agreements

contained in t h e said inden ture or deed of se t t lement or to be made
under or by v i r tue or in pursuance thereof are and shall be deemed
and considered to be and shall be t he by-laws for t h e t ime being of t he said Corporat ion save and except in so far as any 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 may be inconsistent or incompat ib le wi th or r e p u g n a n t to any of t he provisions of this A c t or of any of t h e laws or s ta tutes now or hereafter to be in force in t he said Colony subject nevertheless to be and t h e same may be amended al tered or repealed ei ther wholly or in pa r t in t h e manne r provided in and by t h e said inden ture or deed of se t t lement b u t no rule or by-law shall on any account or pre tence whatsoever be made by the said Corporation ei ther unde r or by v i r tue of t he said inden tu re or deed of se t t lement or by th is Ac t in opposition to t h e general scope or t r u e

in t en t and mean ing of t h e	said inden tu re	or deed of se t t lement or of
th i s A c t or of any of t h e	laws or s ta tu tes	in force for t he t ime being
in t h e said Colony.

3 .    The p roduc t ion of a wr i t t en or p r in t ed copy of the said deed

of se t t l ement or of any ru les by-laws or regula t ions to be m a d e in p u r - suance thereof or in pursuance of th is Ac t hav ing the common seal of

t he

t he Company affixed there 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 and of all t h e contents and provisions thereof and of the rules by-laws and regu- lat ions of t h e said Company for t he t ime being a t the date or t ime a t which the said seal pu rpor t s to have been affixed and the provisions rules by-laws and regula t ions contained in such pr in ted copy shall be t aken and held in any and every Court in which the same shall be produced to be t he then cont inu ing and exis t ing and unal tered and unvaried rules by-laws and regulat ions unless the contrary shall be proved.

4. I t shall be lawful for t he said Corporation from t ime to t ime to extend or increase their capital for the t ime being by the creation a l lo tment and disposal of new shares in the m a n n e r specified and set forth and subject to the rules regulat ions and provisions contained in the hereinbefore in pa r t recited indenture or deed of se t t lement b u t so nevertheless t h a t t he total a m o u n t of al l the new shares to be so from t ime to t ime created shall not together with the original capital exceed fifty thousand pounds.

5. I t shall be lawful for the Directors from t ime to t ime as they shall see fit in t he m a n n e r specified in the said 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 indorsing of any such promissory notes or bills of exchange by the Cha i rman of t he Company or other person authorized in t h a t behalf by the Directors for and on behalf of t he Company shall be b inding against every share- holder and it shall be also lawful for t he Directors on behalf of t he Company to procure advances and to borrow money and to pay off and discharge such advances in the m a n n e r for t he purposes and subject to

t he restr ict ions specified in t he said deed of se t t lement .

6. The capital or joint stock for the t ime being and all t he funds and property of the said Corporation and the several shares there in and the profits and advantages to be derived therefrom shall be and be deemed personal estate and be transmissible accordingly subject to the regulat ions of the said inden ture or deed of se t t lement .

7. I t shall be lawful for t he said Corporation notwi ths tanding any s ta tu te or law to the contrary and notwi ths tanding any clause or provisions herein contained to purchase take hold and enjoy to t h e m and the i r successors for any estate t e r m of years or interest any houses offices bui ldings lands and other heredi taments necessary or proper for

t h e purpose of manag ing conduct ing and car ry ing on the affairs	concerns and business of the said Corporation and also to t ake hold
and enjoy all houses offices buildings lands and other heredi taments held by the said Company before the passing of this Ac t and also to t ake and to hold unt i l the same can be advantageously disposed of for the purpose of re imbursement only and not for profit any lands houses and other real estate which may he so t aken by the said Corporation in satisfaction l iquidat ion or discharge of any debt due to t he Corpora- t ion or in security for any debt or liability bona fide incurred or come under previously and not in ant icipat ion or expectat ion of such security b u t no t for any other purposes and to sell convey assign assure and dispose of such houses offices buildings lands heredi taments and other real estate as occasion may require.
8. I t shal l and may be lawful to and for all and every person or persons bodies politic or corporate who are or shall be otherwise competent t o g ran t sell al ien and convey assure and dispose of un to and to the use of the said Corporation and the i r successors for the purposes aforesaid or any of t h e m any such houses offices lands here- d i taments and other real estate whatsoever as aforesaid accordingly.

c 9.

9. Al l t h e land goods chat te ls securities covenants debts moneys choses in action proper ty and th ings a t present vested in t h e Trustees of t he Company or any person on behalf of t h e Company shall i m m e - diately after t he passing of th is A c t become vested in t he Company for t he same esta te and interest and wi th t he l ike powers and authori 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 .

10. N o t h i n g here in conta ined shall prejudice or be deemed to prejudice any ins ta lment due con t rac t or o ther act deed m a t t e r or t h i n g entered in to m a d e or done b y the said Company under or by v i r tue of t h e said deed of se t t lement before th i s A c t shall come in to operation b u t t he same ins ta lment call contract ac t deed m a t t e r or t h i n g shall be as valid and effectual to all in ten t s and purposes as if th is A c t had not been passed and m a y be p u t in force in l ike m a n n e r as if t he said Company had been incorporated before t h e same ins ta lment call cont rac t ac t deed m a t t e r or t h i n g had been made entered in to or done.

1 1 .    I n t he event of t he assets of t he Corporation be ing insufficient

to m e e t i ts engagements t h e n in t h a t case t he shareholders respectively

shall be responsible to t h e	a m o u n t unpaid of the i r subscribed shares
only.

12. The Corporation shall no t be bound in any m a n n e r by any t rus t s or equi table interests or demands affecting any share or shares of t h e capital s tanding in t he n a m e of any person or persons as t he ostensible propr ie tor thereof or be requi red to t ake any not ice of such t rus t s or equi table interests or demands b u t t h e receipt of t he person or persons in whose n a m e or names t h e shares shall s tand in t he books of t h e Corporat ion shal l no twi ths tand ing such t rus ts or equi table interests or demands and not ice thereof to t he said Corporat ion be a good valid and conclusive discharge to t he Corporat ion for or in respect of any dividend or o ther money payable by the said Corporation in respect of such shares and a transfer of t h e said shares by the person or persons in whose n a m e or names such shares shal l so stand shall no twi ths tanding as aforesaid be b ind ing and conclusive so far as m a y concern t he said Corporation against all persons c la iming by v i r tue of such t rus t or equi table in teres t or demands Provided always t ha t no th ing herein contained shall be deemed or t aken to interfere wi th or abr idge t he r igh t and power of a Court of Equ i ty to restrain t he paymen t of any such dividend or other money payable thereafter by t h e Corporat ion in respect of any such shares or t h e transfer thereafter of any such shares or to direct t he paymen t of such dividends or other money by the Corporat ion or t he transfer of such shares by t h e person or persons in

whose n a m e or names they m a y s tand to such o ther person or	persons
as such Court m a y t h i n k	fit.

13 . N o dividend or bonus shall in any case be declared or paid out of t h e subscribed capi tal for t he t ime being of t he said Corporat ion or otherwise t h a n out of t h e ne t gains and profits of t he business.

14. I n act ions or suits to be b r o u g h t by t h e said Corporat ion

against a n y proprietor or proprietors of any share or shares in t he capital of t h e said Corporation to recover any s u m or sums of money due and payable to t h e said Corporat ion for or by reason of any instal- m e n t or ins ta lments call or calls made by vi r tue of th is A c t or of said inden ture or deed of se t t lement i t shall be sufficient for t h e said Corpo- ra t ion to declare and al lege t h a t t h e defendant or defendants be ing a proprietor or proprietors of such or so m a n y share or shares in t he capi tal of t h e said Corporation is or are indebted to t he said Corporat ion in such sum or sums of money as t he ins ta lment or ins ta lments cal l or calls in arrear shall a m o u n t to such and so m a n y ins ta lment or ins ta l - men t s call or calls of such or so m a n y s u m or sums of money upon such or so m a n y share or shares be longing to t h e said defendants as t h e

case

case m a y be whereby an act ion ha th accrued to t h e said Corporation wi thou t se t t ing forth any special ma t t e r and on the t r ia l of such act ion or suit it shall no t be necessary to prove how or in w h a t m a n n e r such ins ta lment or ins ta lments call or calls became or were made payable or any other m a t t e r except t h a t t he defendant or defendants was or were a holder or proprietor or holders or proprietors of one or more share or shares in t h e capital of t he said Corporation a n d tha t such ins ta lment or ins ta lments call or calls was or were in fact due and tha t the t ime fixed for t he paymen t thereof was given as is directed by the said inden ture or deed of se t t lement and the said Corporation shall be ent i t led to recover w h a t shall appear due.

15. The product ion of t he shareholders ' regis ter book shall be admi t t ed in all Cour ts of civil and cr iminal jur isdict ion as prima facie evidence of t he persons named there in as shareholders being such shareholders and of t h e n u m b e r of the i r shares and 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 m a y a t all convenient t imes peruse t he shareholders ' register book gratis and m a y requi re a copy thereof or any par t thereof and for every one hundred words so required to be copied t he Company may demand a sum no t exceeding one shil l ing.
16 . The Directors for t he t ime being shall have t h e custody of t h e common seal of t h e said Company and the form thereof and all o ther ma t t e r s re la t ing there to shall from t ime to t ime be determined by a Board of Directors of the said Company in t he same m a n n e r as is provided in and by t h e said indenture or deed of se t t lement for the de terminat ion of o ther ma t t e r s by the Board of Directors of t he said Company and t h e Directors present a t a Board of Directors of t he said Company shall have power to use such common seal for t he affairs and concerns of t h e said Company and under such seal to authorize and 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 may be required to be executed and done on behalf of t he Company and in conformity wi th the provi- sions of the said deed of se t t lement and of this Ac t A n d i t shall no t be necessary to use t h e corporate seal in respect of any of t he ordinary business of t he Company or for t he appo in tmen t of a n a t to rney or solicitor for t he prosecut ion or defence of any act ion suit or proceeding.
17. I n ci t ing this A c t in any proceedings or for any purpose it
shall be sufficient to use t he expression " The Sydney Meat-preserving

Company (Limited) Incorporat ion A c t 1 8 7 1 " A n d in every document

issued by the Company t h e word (Limited) shall be inserted as par t

of t h e designation of the Company.