The Western Kerosene Oil Company's Incorporation Act 1867 No wko (NSW)

An Act to incorporate the " Western Kerosene Oil Company L i m i t e d " and to enable the said Company bet ter to carry on and transact the business of the same. [1st February, 1868.]

WH E R E A S Oil Company L i m i t e d " lias been lately established at Sydney

a J o i n t Stock Company called the " W e s t e r n Kerosene

in t h e Colony of N e w South Wales u n d e r and subject to t he rules regula t ions and provisions conta ined in a certain Deed of Sett le­ m e n t bear ing date t he twelf th day of F e b r u a r y one thousand e ight

h u n d r e d and sixty-six p u r p o r t i n g to be t he Deed of Set t lement 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 they whilst ho ld ing shares in t he capital of t he said Company should become remain and continue un t i l dissolved under the provisions in t h a t behalf there in conta ined a Joint Stock Company for t h e express object of ca r ry ing on the business thereof u n d e r t he n a m e style and t i t le of t h e " W e s t e r n Kerosene Oil

Company L i m i t e d " for t h e purpose of work ing or con t rac t ing for the

w o r k i n g of t h e coal or o ther minera l or mines in or upon cer ta in lands in t he said Deed of Se t t l ement men t ioned or upon any l and of which the said Company m i g h t from t ime to t ime be owners or lessees and to purchase or lease coal shale or other minera l lands to follow up and act u p o n any t r ade or purpose ment ioned in a m regu la t ions for t h e m a n a g e m e n t or conduct of coal shale or other mines in t he said Colony of N e w South W a l e s a l ready p romulga t ed or hereafter to be p romulga ted to purchase coal shale or mine ra l and m a k e al lowances on deposit or cons ignment thereof to purchase or employ mach ine ry for work ing the said mines and for c rush ing or work ing or refining any coal shale mine ra l rocks loam ear th or soil and to ex t rac t distil a n d refine any oils or other p roduc t s therefrom or for t es t ing the m i n i n g capabil i t ies of any l and pu rchased or leased or in tended to be purchased or leased by t h e said Company to dispose of t he t imber on any such lands to lease or sell any such lands and to cons t ruc t ra i lways roads wharves bui ld ings and o ther m a t t e r s necessary for t h e p romot ion of the objects of t h e said Company and such coal shale minera l s oil and products to produce extract and distil in such m a n n e r and in such quant i t ies as t h e Board of Directors for t h e t ime be ing in the i r discretion m i g h t t h i n k lit and also to sell expor t or otherwise dispose of all such coal shale and minera l s or the p roduc t s thereof e i ther in a n a t u r a l s ta te or manufac tu r ed condit ion

in such m a r k e t s and general ly in such m a n n e r and form as t h e Board

of Directors m i g h t t h i n k most beneficial to t h e in teres ts of t he said

Company A n d whereas it was by t h e said Deed of Se t t l ement agreed

t h a t t h e capi ta l of t he said Company should un t i l increased unde r t he provisions in t he said Deed of Se t t l ement conta ined consist of fifty t housand pounds s ter l ing to be con t r ibu ted in fifty t housand shares of one p o u n d each as in t h e said Deed of Se t t l ement is more fully

specified A n d whereas by the said Deed of Se t t l ement provision has

been m a d e for t he due m a n a g e m e n t of t h e affairs of said Company by

cer ta in Di rec tors and Aud i to r s a l ready appoin ted and by o ther Directors and Aud i to r s to be from t ime to t ime elected and appointed as thei r successors by t he Shareholders of t he said Company A n d whereas the whole of t he said capital of fifty thousand pounds s ter l ing has been

e subscribed

subscribed for A n d whereas the said Company is desirous of be ing incorpora ted and it 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 l en t Majesty by and wi th t he advice and consent of t he

Legis la t ive Counci l and Legis la t ive Assembly of N e w South W a l e s in

P a r l i a m e n t assembled and by t h e au thor i ty of t he same as fol lows: —

1. The following words and expressions in th i s A c t shall have

t he 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 cons t ruc t ion

( tha t is to s ay )—

The expression " t h e C o m p a n y " shall mean the C o m p a n y

incorpora ted by th i s Ac t .

The expression " t h e D i r e c t o r s " shall m e a n any Board of

Direc tors of t h e Company duly appoin ted u n d e r t he

provisions of t he Deed of Se t t l ement of t he Company .

The word " S h a r e h o l d e r " shall m e a n Shareholder propr ie tor

or m e m b e r of t h e Company .

The express ion " Deed of S e t t l e m e n t " shall m e a n the Deed

of Se t t l ement of t h e Company and any addi t ion to al ter­

a t ion or a m e n d m e n t thereof which m a y be made in

p u r s u a n c e of t he provisions thereof.

2. Such and so m a n y persons as have a l ready become or a t

any 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 to t h e ru les regula t ions a n d provisions conta ined in t h e said Deed of Se t t l ement become holders of shares of or in t h e capi ta l for t h e t i m e be ing of the Company shall subject never­ theless to t h e condit ions regula t ions and provisions hereinaf ter conta ined be one body poli t ic and corpora te b y n a m e and in deed by t h e n a m e of " The W e s t e r n Kerosene Oil Company L imi t ed "

and by t h a t n a m e shal l and m a y g r a n t and receive a n d shal l and

m a y 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 a n d m a y be sued a n d impleaded by any person w h e t h e r a

m e m b e r of t h e Company or not in all Cour ts whatsoever a t law or in

equi ty a n d m a y prefer lay and prosecute any ind i c tmen t informat ion

or prosecut ion agains t any person whomsoever w h e t h e r a Shareholder

or no t for any c r ime or offence whatsoever and in all i nd i c tmen t s

informat ions and prosecut ions i t shall be lawful to s ta te t h e money

goods effects bills notes securi t ies or o ther p rope r ty of whatsoever

n a t u r e of t he Company relat ive to which such ind i c tmen t in format ion

or prosecut ion is preferred laid or prosecuted to be t h e money goods

effects bills notes securit ies or o the r p rope r ty of t h e Company a n d

general ly to des ignate t h e Company by its corpora te n a m e whenever for any purpose whatsoever such designat ion shal l be necessary and expedien t a n d t h e Company shall have pe rpe tua l succession wi th a c o m m o n seal wh ich m a y be a l te red varied a n d changed from t ime to

t i m e a t t h e p leasure of t h e Company or of t h e Direc tors thereof.

3 . The several laws ru les regula t ions clauses a n d ag reemen t s

con ta ined in t h e said Deed of Se t t l ement or t o be m a d e in p u r s u a n c e

of t he provisions for t h a t purpose the re in conta ined are and shall

be t h e by-laws for t h e t ime be ing of t h e Company save a n d excep t 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 by or are or shall or m a y be incons is tent w i t h or r e p u g n a n t to any of t h e provisions of th i s Act or of any of t h e laws or s t a tu tes now or hereaf ter to be in force in t h e said Colony subject never the less to be and t h e same m a y be amended a l te red or repealed e i ther wholly or in pa r t in t he m a n n e r provided by the said Deed of Se t t l ement B u t no ru le or by-law shall on any account or

p re tence whatsoever be m a d e b y t h e Company e i ther u n d e r or by

v i r t ue of t h e said Deed of Se t t l ement or of th i s Ac t in opposit ion to

t h e

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 is A c t or of any of t h e laws or s ta tu tes in force

in t he said Colony.

4. The produc t ion of a wr i t t en or p r in ted copy of t he 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 s u a n c e thereof or in pu r suance of th i s Ac t hav ing t h e common seal of t he Company affixed there to shal l be sufficient evidence in every Cour t of civil or c r imina l ju r i sd ic t ion of such Deed of Se t t l ement or of such ru les by-laws or regula t ions .

5. I t shal l be lawful for t he said Company subject to t h e res t r ic t ions and provisions here in a n d in t he said Deed of Se t t lement conta ined to work or con t rac t for t h e work ing of t h e presen t mines of the said Company w h e t h e r coal shale or b i t u m i n o u s mine ra l a n d all o ther t he lodes veins and s t ra ta of metal l ic or o ther ores and minera l s upon or u n d e r t he surface of t he lands and he red i t amen t s in t h e said

Deed of Se t t l ement men t ioned and such o ther lands and heredi ta­

m e n t s as m a y hereafter be purchased or t a k e n on lease or l icense by

the said Company u n d e r t h e provisions hereinaf ter and in t h e said

Deed of Se t t l ement conta ined and also to ex t rac t t h e oils n a p t h a

benzole paraffine a n d all o ther p roduc t s obta inable from t h e said coal shale or o ther minera l s and to refine such oil and to erect all such mach ine ry as may be necessary for t h a t purpose and also if deemed advisable to car ry on the business of su lphur ic acid manufac tu re r s and to manufac tu re all such o ther p roduc ts as may be necessary or requi red in the i r business and cal l ing of manufac tu re r s of oil and o ther p roduc ts obtainable from t h e said coal a n d o ther minera ls and to cons t ruc t ra i lways roads and wharves and to do all o ther m a t t e r s necessary for t he promot ion of t he objects of t he said Company a n d to purchase any meta l l ic ores or minera l s a n d to m a k e advances on deposit or cons ignment thereof and to wash s tamp or otherwise r ender merchan tab le t h e ores and minera l s so go t ten purchased or obta ined and to smel t a n d refine such ores and minera ls and also to sell expor t or otherwise dispose of all or any such coal shale ores and other minera l s and t h e oils o ther p roduc t s thereof in such condi t ion in such m a r k e t and general ly in such m a n n e r and form as t h e Board of Directors shall t h i n k most beneficial to t he in te res t s of t he Company and also if deemed expedient to car ry on t h e business of smel t ing or otherwise p r epa r ing for m a r k e t any ores or minera l s be longing to

o ther persons or bodies u p o n such t e r m s as shall be deemed advisable facture a r t process or invent ion in force in the said Colony or elsewhere and also to purchase lease or r e n t any p a t e n t r igh t for any m a n u ­

for a id ing or p romot ing t h e dist i l lat ion or manufac tu re of any oil or o ther p r o d u c t of any coal shale or o ther mine ra l employed or operated on by the said Company in i ts said business or cal l ing and also to dispose of lease or relet any such pa t en t r i gh t as aforesaid to any person or persons on such t e rms and in such m a n n e r as to t h e said Directors shall seem fit.

0. I t shall be lawful for t he Company notwithstanding any s t a tu te or law to t he cont ra ry to keep and use any re to r t s stills or o ther appa ra tu s used and employed in t h e process of distillation for t h e purpose of re to r t ing dist i l l ing m a n u f a c t u r i n g or refining mine ra l and o ther oils from coal shale or o ther b i t uminous mine ra l .

7. I t shall be lawful for t h e Company no twi th s t and ing any

s t a tu te or law to t h e cont ra ry to pu rchase t ake hold a n d enjoy to t h e m and the i r successors in fee simple or for any esta te t e r m of years or in teres t or u n d e r l icense any mine ra l or other lands mines houses

offices bu i ld ings and he red i t amen t s as m a y be necessary or p roper for

t he purpose of m a n a g i n g conduc t ing and car ry ing on t h e affairs con­

cerns and business of the Company A n d to sell convey assign assure

release

release enfeoff demise or otherwise dispose of or act in respect of such lands mines houses offices bu i ld ings and he red i t amen t s as occasion may requi re .

S. I t shall be lawful for any person who is compe ten t so to do to g ran t sell al ien release and convey assign assure demise and dispose; of u n t o and to t h e use of the Company a n d the i r successors for t h e purposes aforesaid or any of t h e m any such mine ra l or o ther lands mines houses offices bui ld ings and he red i t amen t s or to g r a n t to t h e Company a license for work ing any such mine ra l or o ther lands mines

and he red i t amen t s .

9. I t shall be lawful for t h e Company from t ime to t ime to ex tend or increase i ts capi tal for t he t ime being by the creat ion and disposal of new shares in t he m a n n e r specified in t he said Deed of Se t t l ement .

10. I t shall be lawful for t he Direc tors from t ime to t ime as they shall see fit in t h e m a n n e r specified in the said Deed of Set t le­ m e n t to m a k e accept a n d indorse promissory no tes or bil ls of exchange on behalf of the Company for any purpose connected wi th t h e affairs and business of t he Company and the m a k i n g accept ing a n d indors ing of any such promissory notes or bills of exchange for and on behalf of t he Company shall be b ind ing agains t every shareholder a n d i t shall be also lawful for t he Di rec tors on behalf of and for purposes con­ nected wi th t he business of t he Company to p rocure advances and to borrow money by way of cash credit bond m o r t g a g e or otherwise howsoever and to pay off and discharge such advances subject to t h e

res t r ic t ions specified in t he said Deed of Se t t l ement .

1 1 .    Al l t h e land mines securit ies covenants debts moneys choses

in act ion and th ings at p resen t vested in t h e Trus tees of t he Company or a n y o ther person on behalf of t he Company shall immedia te ly after the passing of th is Act become vested in t h e Company for t he same esta te and interest and wi th the like powers and au thor i t ies as t he same are now vested in said Trus tees or o ther person w i t h o u t t h e necessi ty of any ass ignment or conveyance whatever .

12. N o t h i n g in th is Act conta ined shall prejudice or be con­

s t rued to prejudice any call m a d e or any cont rac t or o the r ac t deed

m a t t e r or t h i n g entered in to made or done by the Company or by a n y person on behalf of t he Company u n d e r or by vi r tue of t he said Deed of Se t t l ement before th i s Act shall come into 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 and purposes and m a y be enforced in l ike m a n n e r as if

t h e Company had 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 made en tered in to or done.

13 . The shares in t he capi ta l of t he Company a n d all t he funds a n d p roper ty of t h e Company and all shares the re in shall be personal estate and t ransmissible as such subject to the res t r ic t ions for t h a t purpose conta ined in the said Deed of Se t t l ement and shall

no t be of t h e n a t u r e of real es ta te .

14. Subject to t he res t r ic t ions for th is purpose in t he said Deed of Se t t lement conta ined every Shareholder m a y sell a n d t r a n s - fer all or any of his shares in t he capital of t h e Company (but no t a fract ional pa r t of share) and every such t ransfer shall be by deed and according to a form to be approved of by t he Directors and the t r ans - ferree of such shares shall so soon as he has complied with t h e p ro- visions relat ive to t he t ransfer of shares con ta ined in t he said Deed of Se t t lement become a Shareholder in respect of t h e same shares in

every

respect .

15 . The Company shall no t be b o u n d to notice or see to t he

execu t ion of a n y t ru s t w h e t h e r express implied or const ruct ive to which any share may be subject and the receipt of t he p a r t y in

whose

whose name any such share shall s t and in t he hooks of t he Company or if i t s tands in the n a m e of more par t ies t h a n one t he receipt of one of the par t ies n a m e d in t he Shareholders ' Register Books hereinafter men t ioned shall from t ime to t ime he a sufficient discharge; to t he Company for any dividend or o ther sum of money payable in respect of such share no tw i th s t and ing any t rus t to which such share m a y t h e n be subject a n d no twi th s t and ing the Company have had notice of such t rus t s a n d the Company shall no t be bound to see to t he applica­ t ion of t h e money pa id upon such receipt .

16. I n case the assignees of any insolvent Shareholder shall elect to accept the shares of such insolvent or in case t he Trus tees of any es ta te assigned for the benefit of creditors shall elect to accept t h e shares belonging to such assigned estate such assignees or t rus tees shall for thwith nomina te some o the r person to become a propr ie tor in respect of such shares such nominee to be subject to t h e approval of t he Direc tors B u t in no case shall such assignees he themselves ent i t led to become Shareholders in respect of t h e shares of any insolvent Shareholder nor 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 he benefit of credi tors .

17. I n any action or suit to be b rough t by the Company against any Shareholder to recover the money dtie for any call m a d e by v i r tue of th i s Act or of the said Deed of Se t t l ement it shall no t be necessary to set for th t he special m a t t e r b u t i t shall be sufficient for t he Company to declare t h a t t h e defendant is the holder of one share or more in t he capi tal of t he Company (s ta t ing t h e n u m b e r of shares) and is indebted to t he Company in t h e sum to which the calls in a r rea r shall a m o u n t in respect of one call or more upon one share or more (s ta t ing the n u m b e r and a m o u n t of each of such calls) and such in teres t if any due thereon whereby an action h a t h accrued to t h e Company .

18 . On the t r ia l or hea r ing of such act ion or suit i t shall be; sufficient to p rove t h a t t he defendant a t t he t i m e of m a k i n g such call was a holder of one share or more in the capi tal of t he Company and t h a t such call was in fact made and such not ice thereof given as is provided for t h a t purpose in the said Deed of Se t t l ement and it shall no t be necessary to prove the a p p o i n t m e n t of t he Directors who made such call nor any o ther m a t t e r whatsoever and t he r eupon the Company shal l be ent i t led to recover what shall be due upon such call w i th

in te res t thereon.

19. Tha t subject to t he provisions of t he Deed of Se t t l ement

t he Company shal l keep two books as share regis ters each of which

books shall cons t i tu te a separate share regis ter and one of which shall

be used as t he regis ter of t h e shares which in t h e Deed of Se t t l ement a rc styled " Preferent ia l Sha re s " and the o ther of which shall be t h e regis ter for t he shares al lot ted to the part ies who in t h e Deed of Se t t l ement are styled " par t ies here to of t h e first p a r t " and in such books respectively shall be fairly and dis t inct ly en te red from t ime to t ime the names and addresses of t he several persons ent i t led to shares in t he Company toge ther wi th the n u m b e r of shares to which such

Shareholders shall be respect ively ent i t led.

20. The p roduc t ion of the Shareholders ' Regis te r Books shall be admi t t ed in all Cour t s of civil and cr iminal jur i sd ic t ion as prima facie evidence of the person n a m e d the re in as a Shareholder be ing such Shareholder and of t h e n u m b e r of his shares and every Shareholder or o ther persons hav ing a j u d g m e n t a t law or a decree in equi ty agains t t h e Company m a y a t all convenient t imes peruse t he Shareholders Regis ter Books gra t is and may requ i re a copy thereof or any pa r t thereof and for every one h u n d r e d words so requi red to be copied t he Company may demand a s u m not exceeding one shil l ing.

2 1 . I n every case dividends or bonuses shal l be declared a n d

paid ou t of t he ne t gains and profits of t h e Company and not out of t he capi ta l for t he t ime being of t he Company or any por t ion thereof.

22. I f any execut ion e i ther at law or in equi ty shall be or shall have been issued agains t t he p rope r ty or effects of the Company and if the re cannot be found after due dil igence sufficient whereon to levy such execut ion t hen such execut ion may be issued aga ins t any of t he Shareholders for t he t ime being or any former Shareholder u n t i l such execut ion shall be fully satisfied Provided tha 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 he a m o u n t subscribed for and unpa id by h im Provided always t h a t no such execut ion shall issue agains t any such Shareholder or former Shareholder except upon an order of t h e Cour t in which the action, suit or o ther proceeding shal l have been b r o u g h t or ins t i tu ted made upon mot ion in open Cour t after sufficient not ice in wr i t i ng to t he person sought to be charged a n d upon such mot ion such Cour t m a y order execut ion to issue accordingly Provided fur ther t h a t in case of execut ion agains t any former Shareholder it shall be shewn that such former Shareholder was a Shareholder of the Company a t t h e t i m e w h e n the cont rac t or engagement was entered in to for b reach of

which cont rac t or e n g a g e m e n t such execut ion shall have issued or

become a Shareholder du r ing the t i m e such cont rac t or engagemen t was unexecu ted or unsatisfied or was a Shareholder a t the t ime t h e j u d g m e n t or decree was obta ined 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 he person proper ty or effects of any former Shareholder after t h e expi ra t ion of one year after the person sought to be charged shall have ceased to be a Shareholder of t h e Company.

23 . E v e r y Shareholder agains t 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 obta ined as aforesaid shall have been issued as aforesaid shall be ent i t led to recover aga ins t the 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 agains t t h e p roper ty and effects of t h e Company such Shareholder shall be ent i t led to con t r ibu t ion for so m u c h of such loss damages costs a n d charges as shall r e m a i n unsatisfied from the several o ther Shareholders aga ins t

w h o m execut ion upon such j u d g m e n t decree or order obtained agains t

t he Company m i g h t also have been issued unde r t he provision in t h a t

behalf aforesaid and t h a t such cont r ibu t ion may be recovered from

such Shareholders as aforesaid in l ike m a n n e r as cont r ibut ion in

o rd inary cases of co-par tnersh ip .

24. I n t he cases provided by th is Ac t for execut ion or any j u d g m e n t decree or order in any action or suit agains t t he Company to be issued against t he person or against t he p roper ty and effects of a n y Shareholder or former Shareholder of t he Company or agains t t he pro­ pe r ty and effects of t h e Company a t t h e sui t of any Shareholder or former Shareholder in satisfaction of any money damages costs and expenses paid or i ncu r r ed by h i m as aforesaid in any act ion or suit aga ins t t h e Company such execut ion m a y be issued by leave of t h e Cour t or of 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 u p o n mot ion or s u m m o n s for a

ru le to shew cause or o the r mot ion or s u m m o n s consistent wi th t h e

prac t ice of t he Cour t w i thou t any suggest ion or scire facias in t h a 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

d ischarge such ru le or allow or dismiss such mot ion (as t h e case m a y be) and to direct t h e costs of t he appl ica t ion to be paid by e i ther pa r ty or to m a k e such o ther order there in as to such Cour t or J u d g e shal l

seem

seem fit and in such cases such forms of wr i t s of execut ion shal l he sued out of t he Cour ts of law and equi ty respectively for giving effect to t he provisions in t h a t behalf aforesaid as t h e J u d g e s of such Cour ts

respectively shall from t ime to t i m e t h i n k fit to order and t h e execut ion

of such wri t s shall be enforced in l ike m a n n e r as wr i t s of execut ion are

now enforced Provided t h a t any order made by a J u d g e as aforesaid may be discharged or varied by the Cour t on appl icat ion m a d e the re to by e i ther pa r ty dissatisfied wi th such order Provided also t h a t no such mot ion shall be made nor s u m m o n s g ran t ed for t he purpose of cha rg ing any Shareholder or former Shareholder u n t i l t en days not ice thereof shall have been given to t he person sought to be charged thereby .

25. E a c h Shareholder in t h e said Company for t h e t ime being

shall be l iable to con t r ibu te to t he assets of t he Company or to mee t

i ts l iabilit ies to an a m o u n t equa l to b u t no t exceeding t h e s u m of

t w e n t y shil l ings per share on the shares he ld by h i m or he r P rov ided

such a m o u n t has not been previously paid or con t r ibu ted in respect

thereof and in case any pa r t thereof shall have been con t r ibu ted by way of calls t h e n only in respect of t h e difference or ba lance be tween t h e a m o u n t s so cont r ibuted and said sum of t w e n t y shil l ings per share and no Shareholder shal l a t any t ime be l iable wi th respect to t h e

t ransac t ions or liabilit ies of t he Company beyond such a m o u n t .

26. I n all cases in which b y any A c t of P a r l i a m e n t or of t he

Colonial Legis la ture or by any ru l e or order or t h e prac t ice of t h e Sup reme Cour t or any o ther Cour t now or hereafter to be in force in th is Colony t h e plaintiff compla inant or defendant in any ac t ion suit or o ther proceeding civil c r iminal or otherwise or any credi tor of an insolvent estate or any person be ing a pa r ty to or in te res ted in a n y process or proceeding whatsoever is or shall be author ized empowered or requ i red to m a k e any affidavit deposit ion or informat ion or to sign

or p resen t any pe t i t ion or to do any o ther act i t shall be lawful and

competen t for t h e M a n a g e r or o ther officer or agen t of t h e Company (where such Company shall be such plaintiff compla inan t defendant or credi tor or be a p a r t y 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 deposit ion or informat ion sign presen t any such pe t i t ion or do any such o ther ac t as aforesaid.

27. The Direc tors for t h e t ime be ing shal l have t h e cus tody of t h e common seal of t he Company a n d 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 de te rmined by the Direc tors in t h e same m a n n e r as is provided by t h e said Deed of

Se t t l ement for t h e de te rmina t ion of o ther m a t t e r s by t he Direc tors

A n d t h e Directors p resen t a t a Board of Directors of t he Company shall have power to use such common seal or au thor ize t h e 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 deeds and do all or any such o the r ma t t e r s and th ings as m a y be requ i red to be executed a n d done on behalf of t h e Company in conformity wi th t h e provisions of the said Deed of Se t t l ement and of th i s A c t B u t it 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 h e appo in tmen t of an a t to rney or solicitor for t he prosecut ion or defence of any act ion suit or proceed- ing 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 t h e h a n d of any person w h o m the Directors shall appoint in t h a t behalf and the affixing thereof shall be a t tes ted by a t least one Director and such, person so appointed .

28. I n ci t ing th is A c t in o the r Ac t s of P a r l i a m e n t and in legal

i n s t r u m e n t s it shall be sufficient t o use t h e expression " The W e s t e r n

Kerosene Oil Company ' s Incorpora t ion Act 1867."

A n