Turon Golden Ridge Quartz Crushing Company Act 1852 No tgr (NSW)

An Act to incorporate " The Turon Golden

Ridge Quartz Crushing Company."	[21th'
December, 1852.]

at Sydney in t he Colony of New South Wales u n d e r and subject to WH E R E A S a jo in t stock company called " The Turon Golden R idge Quar tz Crushing C o m p a n y " has been lately established

t he rules regula t ions and provisions contained in a cer ta in deed of se t t lement bear ing date t he s ixth day of A u g u s t in t he year of our Lord one thousand eight hund red and fifty-two pu rpo r t i ng to be a deed of se t t lement of t he said company A n d whereas by the said deed of set­ t l ement t h e several par t ies the re to have respectively and mu tua l l y covenanted and agreed t h a t they and such other persons as should become proprie tors of shares in t he said company as the re in provided

should be and cont inue u n t i l dissolved unde r t h e provisions in t h a t

behalf the re in contained a jo in t stock company u n d e r t h e n a m e and

t i t le of " T h e Turon Golden R idge Quar tz Crush ing C o m p a n y " for working auriferous quar tz and alluvial gold claims and lands in t he said Colony for t he purchase and lease of auriferous quar tz and allu­ vial gold claims and lands and for p rocur ing gold therefrom for t h e purchase and sale of gold and for m a k i n g or p rocur ing advances of money on cons ignments and deposits of gold And i t was by t h e said deed of se t t lement agreed t h a t t he capital of t h e said company should consist of t en thousand pounds divided in to t en thousand shares of one pound each or so m u c h thereof as migh t from t ime to t i m e be neces­ sary and of such fur ther sum or sums as m i g h t thereaf ter be raised by t h e creat ion a l lo tment and sale of new shares as there in provided A n d whereas by t h e said deed of se t t lement provision has been made for t he due managemen t of t h e affairs of the company by cer tain directors already appointed and by o ther directors to be from t ime to t ime elected and appointed as the i r successors by t he shareholders of t he 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 he said company should be incorporated accordingly subject to t he provisions hereinafter con­ tained Be i t therefore enacted by H i s Excel lency t h e Governor of New South Wales wi th t he advice and consent of t h e Legislat ive Council thereof as follows—

1. Such and so m a n y persons as have already become or at any t ime or t imes hereafter shall or may in t h e m a n n e r provided by and subject to t he rules regula t ions and provisions contained in t he said deed of se t t lement become proprie tors of shares of or in t he capi tal for t he t ime being of t he said company shall (subject never­ theless to t h e conditions regula t ions and provisions hereinafter con­ tained) be one body polit ic and corporate in n a m e and in deed by the name of " T h e Turon Golden Ridge Quar tz Crush ing C o m p a n y " and by t h a t n a m e shall and m a y sue and be sued by any persons whe the r members of t he said corporat ion or not and shal l and m a y implead and be impleaded in all Cour ts whatsoever a t law or in equi ty and may prefer lay and prosecute any indic tment information and prose­ cution against any person whomsoever for any stealing embezzlement fraud forgery or other cr ime or offence and in all ind ic tments infor­ mat ions and prosecutions it shall be lawful to s tate t he money and goods effects bills notes securit ies or other p roper ty of the said com­ pany to be the money goods effects bills notes securit ies or o ther pro­ per ty of the said corporation and to designate t he said company by

2 I i ts

i ts corporate n a m e whenever for t he purpose of any allegation of an in ten t to defraud or otherwise howsoever such designation shall be necessary and the said corporat ion shall have pe rpe tua l succession wi th a common seal which m a y be a l tered varied and changed from t ime to t ime at t he p leasure of t he said corporat ion.

2. The several laws ru les regula t ions clauses and agreements contained in the said deed of se t t lement or to be made u n d e r or by v i r tue or in pu r suance thereof shall be deemed a n d considered to be and shall be t h e by-laws for the t ime be ing 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 inconsis tent or incom­ pat ible wi th or r e p u g n a n t to any of t he provisions of th is Ac t or of any of t he laws or s ta tu tes now or hereafter to be in force in t he said Colony b u t no ru le or by-law shall on any account or pre tence what ­ soever be made by t h e said corporat ion ei ther u n d e r or by v i r tue of t he said deed of set t lement or of th i s Ac t in opposition to t h e general scope or t r u e i n t en t and mean ing of th i s A c t or of any of the laws or s ta tu tes in force for the t ime be ing in t he said Colony Provided tha t a t r u e copy of t he said deed of se t t lement and of any by-laws to be m a d e by v i r tue or in pur suance thereof shall be enrolled in t he Supreme; Cour t of t h e said Colony before t h e same shall be of any val idi ty whatever

as t he by-laws of t he said corporat ion and provided fur ther t h a t no th ing

in t he said deed of se t t l ement shall be cons t rued to author ize t h e said corporat ion to m a k e issue or c i rculate any promissory notes payable to bearer or on demand for any a m o u n t whatever .

3 . I t shall be lawful for t he said corporat ion from t ime to t ime

to ex tend or increase i ts capital for t h e t ime be ing by t h e creat ion

a l lo tment a n d disposal of new shares in t he m a n n e r specified and set for th and subject to t he rules regula t ions and provisions conta ined in

t h e hereinbefore in pa r t reci ted deed of se t t lement .

4.    The capi tal or jo in t stock for t he t ime be ing a n d all t he funds

a n d proper ty of the said corporat ion a n d the several shares the re in and t h e profits and advantages to be derived therefrom shal l be and be deemed personal es ta te a n d be t ransmiss ible accordingly subject t o t h e

regula t ions of t he said deed of se t t lement .

5. The corporat ion shall no t be bound in any m a n n e r by any t ru s t s or equi table interests or demands affecting any shares of t he capi ta l s tanding in t h e n a m e of any person as t h e ostensible proprie tor thereof or be requi red to t ake any not ice of such t rus t s or equi table

in teres ts or demands b u t the receipt of t he person in whose n a m e the

shares shall s tand in t h e books of t he corporat ion shall no tw i th s t and ing

such t rus t s or equi table in teres ts 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 t h e said corporat ion in respect of such shares and a t ransfer of t he said shares in accordance wi th t he regula t ions in t h a t behalf conta ined in t h e said deed of se t t l ement by t he person in whose n a m e such shares shall so s tand shall no twi ths tand ing as aforesaid be b ind ing and conclusive as far as may concern t h e said corporat ion agains t all persons c la iming by v i r tue of such t rus t s or equi table in teres ts or demands Provided always t h a t no th ing the re in conta ined shall be deemed or t aken to interfere wi th or abr idge t he r igh t and power of a Cour t of E q u i t y to res t ra in t he p a y m e n t of any such dividend or other money payable thereaf ter by t he corporat ion in respect of any such shares or t he transfer thereafter of any such shares or to direct the p a y m e n t of such dividends or o ther money by t h e corporat ion or the

t ransfer of such shares by the person in whose n a m e t h e y m a y stand

to such other person as such Court may t h i n k fit.

6. I t shall bo lawful for the said corporat ion no twi ths tand ing

any s t a tu te or law to t h e cont ra ry to purchase t ake hold and enjoy to t h e m and the i r successors for any estate t e r m of years or in teres t and u n d e r license any minera l lands whatsoever and all such houses offices bui ldings and other lands and he red i t aments as m a y be necessary or p roper for t he purpose of manag ing and conduct ing and ca r ry ing on the affairs concerns and business of the said corporat ion and to sell convey assign assure lease and otherwise dispose of or act in respect of such minera l lands houses offices bui ldings and other lands and hered i taments as occasion may requi re .

7. I t shall and may be lawful to and for all persons who are or shall be otherwise competen t so to do to g ran t sell alien and convey assure and dispose of u n t o and to the use of the said corporat ion and their successors for t he purposes aforesaid or any of t h e m any such houses offices lands mines hered i taments and other real estate what­ soever as aforesaid accordingly.

8. The to ta l a m o u n t of debts engagements and liabilities of

t he said corporat ion shall not in any case exceed twice t he a m o u n t of capital stock subscribed and actual ly paid u p .
9. N o dividend or bonus shall in any case be declared or paid out of the subscribed capital for t he t ime being of t he said company or otherwise t h a n out of the declared surplus capi tal ne t gains and profits of t h e business.

10. I n any action or suit to be b rough t by t he said corporat ion against any propr ie tor of any shares in t h e capi ta l of the said corpo­ ra t ion to recover any sum of money due and payable to t he said corpo­ ra t ion for or by reason of any call made by v i r tue of th i s Act or of the said deed of se t t lement it shall be sufficient for t h e corporat ion to declare and allege t h a t t he defendant being a propr ie tor of such or so m a n y shares in the capital of t he said corporat ion is indebted to t he said corporat ion in such sum of money (as t he call in ar rears shall a m o u n t to) for such call of such sum of money upon such or so m a n y shares belonging to the said defendant whereby an action h a t h accrued to t he said corporat ion wi thout se t t ing forth any special m a t t e r and on the t r ia l of such action or suit it shall no t be necessary to prove t h e appo in tmen t of t he directors who made such call or any other ma t t e r s except t h a t t h e defendant a t t he t ime of m a k i n g such call was a holder or propr ie tor of one or more share or shares in t he capital of t he said corporat ion and t h a t such call was in fact made and that such not ice thereof and of t he t ime fixed for t he paymen t thereof was given as is directed by the said deed of set t lement and t h e said corpo­ rat ion shal l the reupon be ent i t led to recover wha t shall appear due.

1 1 . N o t h i n g here in contained shall prejudice or be deemed to

prejudice any call m a d e or any cont rac t or o ther act deed m a t t e r or t h i n g entered in to made or done by the said company pr ior to or unde r or by v i r tue of t he said deed of se t t lement before th i s Act shall come into operat ion b u t t he same call contract act 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 i s Ac t had not been passed and may be enforced in l ike m a n n e r as if t he said company had been incorporated before the same call contract act deed ma t t e r or t h i n g had been made entered in to or done.

12. I n t he event of t he assets of t he corpora t ion being insuffi­ cient to meet its engagements t h e shareholders shall in addi t ion to t h e amoun t of the i r subscribed shares in the capital of the said cor­ porat ion be responsible to the ex ten t only of a sum equa l t o t he a m o u n t of thei r said shares.
13 . The directors for the t ime being shall have the cus tody of
t h e common seal of the said corporat ion and the form thereof a n d all

o ther ma t t e r s re la t ing there to shall from t ime to t ime be de te rmined

by

by the directors in t he same m a n n e r as is provided in and by t h e said

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 and t h e directors present a t a board of directors of t he said corporat ion shall have power to use such common seal for t he affairs and concerns of t h e said corporat ion and u n d e r such seal to author ize and empower any person wi thou t such seal to execute any deeds a n d do all or any such other ma t t e r s and th ings as may be requi red to be executed and done on behalf of t he said company in conformity wi th t h e provisions of t he said deed of se t t lement and of th i s A c t b u t i t shall no t be necessary to use t he corporate seal in respect of any of t h e ord inary business of t he company or for the appo in tment of an a t torney or solicitor for t he prosecut ion or defence of any act ion suit or proceeding.