Vale of Clwydd Company's Incorporation Act of 1881 No vcc (NSW)
An Act to incorporate the "Vale of Clwydd Coal Mining and Copper Smelting Com pany (Limited)," [4th October, 1881.]
W H E R E A S a Jo in t Stock Company called t h e " V a l e of C lwydd
a n d L i thgow Val ley Coal M i n i n g and Copper Smel t ing
C o m p a n y " lias been lately established a t Sydney in t h e Colony of N e w
Sou th W a l e s unde r and subject to t h e rules regula t ions and provisions conta ined in a cer ta in deed of se t t lement bear ing date t he seventh day of N o v e m b e r one thousand e ight h u n d r e d and seventy- two and by t h e said deed t h e several part ies there to have agreed to cons t i tu te t h e m selves into a Company and have respectively covenanted and agreed t h a t t hey should form and be a J o i n t Stock Company u n d e r t h e style and
des ignat ion of t he " V a l e of Clwydd and L i t h g o w Valley Coal M i n i n g and Copper Smel t ing Company L i m i t e d " and t h a t t h e objects a n d business of t h e Company should be to mine and seek for coal which m a y be discovered upon or in cer ta in g round the proper ty of t he Company s i tua te a t L i t hgow Valley Bowenfells in t he Colony of N e w South Wales and to prepare for sale and sell a t any place or places in t he Colony of N e w South Wales or elsewhere coal which m a y be obta ined by such m i n i n g and work ing and general ly to car ry on t h e business of a m i n i n g Company a n d do all such other th ings as are incidenta l or conducive to t h e a t t a i n m e n t of t h e beforementioned objects 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 tal of t h e said Company should be divided in to t h i r t y thousand shares of one pound each and no share should be divisible into fract ional par t s A n d whereas b y the said deed provision has been m a d e for t h e due m a n a g e m e n t of t he affairs of t h e said Company by directors the re in n a m e d and by o ther directors to be from t ime to t ime elected and appointed by t h e shareholders of t he said Company A n d whereas J o h n Newlands W a r k and Thomas Saywell are t h e registered proprie tors of a cer ta in parce l of land conta in ing by admeasuremen t forty acres be t he same more or less s i tua ted in t h e coun ty of Cook and par ish of L e t t in t h e Colony of N e w South Wales a n d being por t ion one h u n d r e d and four A n d also of a cer ta in parce l of land conta in ing by admeasu remen t forty acres be the same more or less s i tua ted in t h e coun ty parish and Colony aforesaid and be ing por t ion
propr ie tor of two parcels of land each conta in ing by a d m e a s u r e m e n t forty acres more or less s i tuated in the county parish and Colony afore said and being portions one hund red and two and one hundred and three And
one hundred and live A n d the said Thomas Saywell is t he regis tered
A n d t h e said Thomas Saywell and J o h n Newlands W a r k are possessed of all t h a t parcel of l and s i tua ted in t h e par ish of Marangaroo in t h e
| county of | Cook aforesaid conta in ing two roods and t w e n t y perches |
| commenc ing a t t h e south-west corner of Thomas Brown 's | th i r ty-seven |
| acres t hence t h r o u g h the said Thomas Brown ' s one h u n d r e d acres in | a |
| curve wi th a radius of e ight chains to m e e t t he Great W e s t e r n Ba i lway at a point n ine ty - th ree miles and seventy chains from Sydney except ing and exclusive of t h e roadway and saving and excep t ing the reou t u n t o t h e said Thomas Brown his heirs and assigns all coal and i ronstone and other s tone and minera l s whatsoever ly ing in or unde r t he said lands and full power for t he said Thomas Brown to search for work get in dress and carry away the said coal i ronstone stone and other minera l s and do all th ings necessary or convenient for work ing m i n i n g get t ing dressing and car ry ing away t h e said coal i ronstone stone and minera ls Provided never theless t h a t the surface of t he said land shal l be fully a n d completely and properly supported and shall not be in any way in jured or damaged a n d t h a t t he said Thomas Brown shall also m a k e from t ime to t ime u n t o t h e said Thomas Saywell and J o h n Newlands W a r k as such t rustees as hereinafter ment ioned or t h e survivor of t h e m the i r and his heirs and successors and assigns a n d t h e said Company and their his and its lessees and t enan t s adequa te compensat ion for all damage done or caused to t h e surface of t h e said lands by any of t h e operat ions afore said A n d whereas t he said Thomas Saywell and J o h n Newlands W a r k are t h e present holders of six minera l condit ional purchases all s i tuated in t h e distr ict of H a r t l e y and be ing condit ional purchases n u m b e r s 70/4414 section 19 77/70 section 19 77/71 section 19 77/76 section 19 77/77 section 19 77/78 section 19 and conta in ing respectively one h u n d r e d and twen ty - th r ee acres forty acres e igh ty acres forty acres for ty acres and forty acres A n d whereas t he said Thomas Saywell and J o h n Newlands W a r k respectively hold t h e said lands as t rus tees only and for and on behalf of t h e said " Vale of Clwydd and L i thgow Valley Coal M i n i n g and Copper Smel t ing Company L imi t ed " and doubts have arisen whe the r t he said J o h n Newlands W a r k and Thomas Saywell can sell a n d dispose of t h e same a t t h e reques t and for t he benefit of t he said Company A n d whereas i t is desirable t h a t t he said Company should be incorpora ted and t h a t t h e said l and shall be vested in such incorporated Company and t h a t such Company shal l have and exercise the powers hereinafter conferred Be i t therefore enacted by |
| t h e | Queen ' s Most | Exce l len t Majesty by and wi th t he advice a n d |
| consent | of t h e Legislat ive Counci l and Legis la t ive | Assembly of | N e w |
South Wales in Pa r l i amen t assembled as follows :—
1. Such and so m a n y persons as have already become or a t any
t ime or t imes hereafter shall and m a y in t h e m a n n e r provided by and subject to t h e rules regula t ions and provisions conta ined in t h e said deed of se t t lement become proprietors of shares of or in t h e capi ta l for the t ime be ing of t h e said Company shal l subject nevertheless to t he conditions regula t ions and provisions hereinafter conta ined be one body polit ic and corporate in n a m e and in deed by t h e n a m e of t he " V a l e of Clwydd Coal M i n i n g and Copper Smel t ing Company Limi ted " and by t h a t n a m e shall and m a y sue and be sued by any person w h e t h e r members of t h e said Corporat ion or no t and shall and m a y implead and be impleaded answer and be answered u n t o defend and be defended in all Courts whatsoever at law or in equi ty and m a y prefer lay and prosecute a n y ind i c tmen t information and prosecut ion agains t any person whomsoever for any stealing embezzlement f raud forgery or o the r c r ime or offence and in all ind ic tments informations and prosecut ions i t shal l be lawful to s ta te t h e money and goods effects bills notes securi t ies or other p rope r ty of t h e said Company to be t he m o n e y goods effects bills notes securit ies or o ther p roper ty of t he
demise
said Corporat ion and to designate the said Company by its corpora te n a m e whenever for the purpose of any al legat ion of an i n t en t to defraud or otherwise howsoever such designat ion shall he necessary and the said Corporat ion shall have perpe 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 a t t he p leasure of t he said Corporation.
2. The several rules regula t ions clauses provisions and agree
m e n t s contained in t h e said deed of se t t lement or to be m a d e unde r or by v i r tue or in pur suance thereof or of th i s A c t shall be deemed and considered to be and shall be t h e by-laws for t h e t ime being of t h e said Corporat ion and shall be of t he same force and effect as if t h e same h a d been here in specially enacted save and except in so far as any of t h e m are or shall be a l tered varied or repealed by or are or shall be inconsis tent or incompat ib le w i th or r e p u g n a n t to any of t he provisions of th is A c t or of any laws now or hereaf ter to be in force in t he said Colony.
3. The lands referred to in t h e P reamble a n d all lands minera l condi t ional purchases interests in land ra i lways m i n i n g a n d o ther p lan t rol l ing-stock and mach ine ry now be longing to t h e mines ment ioned in t he said deed of se t t l ement or used in connect ion the rewi th and all other p roper ty belonging to t h e said Company or held by t h e said J o h n Newlands W a r k and Thomas Saywell or e i ther of t h e m or by any o the r person or persons Company or Companies Corporat ion or Corporations as Trustees or Trus tee for t he said Company according to the estate and interes t there in and the n a t u r e and qual i ty thereof respectively shall be and are hereby transferred to and vested in t h e said Corporat ion hereby incorporated.
4. I t shall be lawful for t h e said Corporat ion to purchase t ake hold and enjoy to t h e m a n d the i r successors for any es ta te t e r m of years or in teres t or unde r l icense any coal or o ther mine ra l lands whatsoever and all such houses offices bui ld ings and other lands and he red i t aments as m a y be necessary and proper for t h e purpose of m a n a g i n g conduc t ing and ca r ry ing on the affairs concerns and business of t h e said Corporat ion a n d sell convey and assign assure lease a n d o therwise dispose of or act in respect of such coal or o ther minera l lands houses offices bui ld ings and other lands and hered i taments as
occasion m a y requi re wi thou t incur r ing any penal t ies or forfeitures. 5. I t shall and m a y be lawful to a n d for all persons w h o are or
shall be otherwise competen t so to do to g r a n t sell al ien a n d conveydemise assign assure and dispose of u n t o a n d to t h e use of t h e said
t h e m any such houses offices lands mines hered i taments and other rea l Corporat ion and the i r successors for t h e purposes aforesaid or any of and personal estate.
6. The Directors m a y f rom t ime to t ime upon a resolu t ion to
t h a t effect be ing passed by a major i ty of not less t h a n th ree- four ths of such m e m b e r s of t he Company for t he t ime be ing ent i t led to vote as m a y be presen t in person or by proxy a t any genera l m e e t i n g and upon such resolut ion be ing confirmed by a major i ty of such member s for t h e t ime be ing ent i t led to vote as m a y be present in person or b y p roxy a t a subsequent general mee t ing increase t h e capi ta l of t he Company by the issue of new shares such aggrega te increase to be of such a m o u n t and to be divided in to shares of such respect ive a m o u n t s as t he members in such mee t ing shall direct and also may consolidate a n d divide i ts capital in to shares of l a rger a m o u n t t h a n i ts ex is t ing shares and also m a y conver t i ts pa id-up shares in to stock a n d also reduce t h e capi ta l of t h e said company A n d four teen days not ice of any ex t raord inary
mee t ing shall be given in t h e m a n n e r prescribed for g iv ing notices A n d such not ice shal l specify t h e day and t h e hou r of mee t ing a n d t h e
n a t u r e of t he business a n d t h e resolut ions in tended to be proposed.
7. A n y capi tal raised by the creat ion of new shares shall be considered as pa r t of the original capital and shall be subject to t he same provisions in all respects whe the r wi th reference to the paymen t of calls or otherwise as if i t had been par t of the original capi ta l and every art icle ag reement and provision in t h e said deed of se t t l ement contained h a v i n g reference to such original capi ta l shall ex tend and apply to t he capi ta l to be raised as aforesaid b u t all persons accep t ing new shares if any shal l be issued in t he event of any increase of capi tal as aforesaid shall pay the a m o u n t thereof respect ively e i ther in one s u m or in such ins ta lments and at such t imes as t he Board of Directors m a y de termine .
8. Subject to any direction to the cont rary t h a t m a y be given by the mee t ing which sanctions t h e increase of capital all new shares shall be offered to t h e members in proport ion to the exis t ing shares held by t h e m and such offer shall be made by such not ice as t h e Directors shall direct l imit in a t ime wi th in which t h e offer if not accepted will be deemed to have been declined and after t h e expira t ion of such t imes or on t h e receipt of an in t imat ion from the member s to w h o m such not ice is given t h a t he declines to accept t he shares offered t h e Directors may dispose of the same in such m a n n e r as they shall
| t h i n k mos t beneficial to t h e | Company. | |
| 9. The Corporat ion shall no t be bound in any m a n n e r by any t rus t s or equi table in teres ts or demands affecting any shares of the capi tal s t and ing in t he name of any person as t he ostensible proprie tor thereof or be required to t ake any not ice of such t rus t s or equi table interests or demands b u t the receipt of the person in whose n a m e the shares shall s tand in the books of t he Corporat ion shall not w i th s t and ing such t rus t s or equi table interests or demands and not ice thereof to the said Corporat ion be a good valid and conclusive dis charge to t h e Corporat ion for or in respect of any dividend or other money payab le by the said Corporat ion in respect of such shares and a t ransfer of t h e said shares in accordance wi th t h e regula t ions in t h a t behalf conta ined in t he 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 inding and conclusive so far as m a y concern t he said Corporat ion against all persons c la iming by v i r t ue of such t rus t s or equi table interests or demands Provided always t h a t n o t h i n g there in contained shall be deemed or t aken to interfere wi th or abr idge t he r igh t s and powers of a Court of E q u i t y wi th respect to dividends or moneys wh ich shall not have been paid by the Corporat ion or to shares which m a y n o t have been transferred b y the Corporat ion or res t ra in t h e p a y m e n t | of any such dividend or money payable by the Corporat ion in respect | |
| of any shares or t h e t ransfer of any shares or to direct t he p a y m e n t of | ||
| such dividends or money by the Corporat ion or the t ransfer of such shares by t h e person in whose n a m e they may s tand to such other | ||
| ||
| 10. If at t h e t ime appointed for t h e payment of any call any shareholder shall fail to pay the a m o u n t of such call i t shal l be lawful for t h e Corporat ion to sue each shareholder for t h e a m o u n t thereof in any Court of L a w or E q u i t y hav ing competent jur isdict ion and to recover t h e same wi th in teres t thereon after t he r a t e of t en pounds per c e n t u m per a n n u m and in any action or suit for t he recovery thereof it shall be sufficient for t he Company to declare t ha t t he defendant is t h e holder of so m a n y shares (s ta t ing t he n u m b e r ) and is indebted to t he Company in such s u m of money as t h e calls in a r rear shall a m o u n t to in respect thereof (s ta t ing t h e n u m b e r and a m o u n t of each of such calls) whereby an act ion or sui t h a t h accrued to t he Company and on t h e t r ia l or hear ing of such act ion or suit i t shall be sufficient to prove 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 of so |
d m a n y m a n y shares in t he Corporat ion and t h a t such call was in fact made by persons ac t ing as Directors of Corporat ion and t h a t such not ice thereof has been given as is directed by the said deed of se t t lement and i t shall no t be necessary to prove the appo in tmen t of the Directors who made such call nor any other m a t t e r whatever and the reupon the Corporat ion shal l be ent i t led to recover wha t shall be due upon such call a n d in teres t the reon and the product ion of t h e Regis te r of Share holders shall he prima facie evidence of such defendant be ing a share holder and of t h e n u m b e r and a m o u n t of his shares.
1 1 . The power of t h e Directors to m a k e cont rac ts on behalf of
t h e Corporat ion m a y lawfully be exercised as follows t h a t is to say
W i t h respect to a n y cont rac t which if made between pr ivate per sons would be by law requi red to be in wr i t ing and unde r seal t he Directors may m a k e such contract on behalf of t he Corporat ion in wri t ing and under common seal of t he Corpora t ion and in t h e same m a n n e r m a y vary or discharge t h e same.
W i t h respect to any contract wh ich if made be tween pr iva te persons would be by law required to be in wr i t ing and signed by t h e part ies to be charged the rewi th t he Directors m a y m a k e such contract on behalf of t he Corporat ion in wr i t ing signed by any two of t h e Directors and in t h e same m a n n e r m a y vary or discharge t h e same.
W i t h respect to any cont rac t which if made be tween pr iva te persons would b y law be valid a l though m a d e by parol only and not reduced in to wr i t ing t h e Directors may m a k e such cont rac t on behalf of t h e Corporat ion by parol only w i thou t wr i t ing and in t he same m a n n e r m a y vary or d ischarge t he same and all cont rac ts made according to t he provisions here in conta ined shall be effectual in law and shall be b ind ing upon the Corporat ion and the i r successors and all o ther parties there to the i r he i rs executors or adminis t ra tors as t h e case m a y
be a n d on any default in t h e execut ion of any such con t rac t
e i ther by t h e Corporat ion or any o ther pa r ty there to such act ion or suit m a y be b r o u g h t ei ther b y or aga ins t t h e Cor porat ion as m i g h t be b rough t had the same contracts been
m a d e be tween pr ivate par t ies only.
12. N o t h i n g here in conta ined shall prejudice or be deemed to prejudice any call made or any cont rac t or o ther ac t 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 b y v i r tue of t he said deed of se t t l ement before th is A c t shall come in to
be as valid and effectual to all in tents and purposes as if th i s Ac t had no t operat ion b u t t h e same call cont rac t ac t and deed m a t t e r or t h ing shall been passed a n d may be enforced in l ike m a n n e r as if t h e said Company h a d been incorporated 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 entered into or done. 13 . E v e r y officer employed by the Corporat ion shall from t ime to
t ime w h e n requi red by t h e Directors m a k e out and deliver to t h e m or to any person appointed by t h e m for t h a t purpose a t r u e and perfect account in wr i t ing unde r his hands of all moneys received by h i m on behalf of t he Corporat ion and such account shall s ta te from w h o m and for w h a t consideration such moneys shall have been received and how and to whom andfor w h a t purpose such moneys shall have been disposed of and toge ther wi th such account such officer shall deliver t h e vouchers and receipts for such paymen t s and every s u c h officer shall pay to t h e Directors or to any person appointed by them to receive t he same all moneys which shall appear to be owing from him on the balance of such accounts .
11 . If any such officer fail to render such account or to deliver u p
all vouchers and receipts r e la t ing to t he same in his possession or power
or
or to pay t h e balance thereof "when t h e r e u n t o requi red or if for th ree days after be ing t h e r e u n t o requi red he fail to deliver u p to t h e Directors or to any person appointed by t h e m to receive the same all papers and wr i t ings p roper ty effects ma t te r s and t i l ings in his possession or power re la t ing or be long ing to t he Corporat ion t hen on complaint thereof be ing made to a Justice such Jus t i ce shall s u m m o n such officer to appear before two or more Jus t ices at a t ime and place to be set for th in such summons to answer such charge and upon the appearance of such officer or in his absence upon proof t h a t such summons was personal ly served u p o n h i m or left a t his k n o w n place of abode such Jus t ices may hear and determine t h e m a t t e r in a s u m m a r y way and m a y adjust and declare t h e balance owing by such officer and if i t appear ci ther upon t h e confession of such
officer or upon evidence or upon inspection of -the account t h a t any
moneys of t h e Corporat ion are in t he hands of such officer or owing by h im to t he Corporat ion such Just ices may order such officer to pay t h e same and if he fails to pay the a m o u n t it shall be lawfulfor such Jus t i ces to g ran t a w a r r a n t to levy the same by distress upon the goods and chat te ls of such officer or in defaul t thereof to commit t he offender to gaol for a period not exceeding six m o n t h s unless t he said a m o u n t be sooner paid.
15. I f any such officer shall refuse to m a k e out such account in wr i t ing or to deliver upon the order of the Jus t ices t he several vouchers and receipts re la t ing there to or to deliver u p any books papers or wri t ings p roper ty effects ma t t e r s or th ings in his possession or power belonging to the Corporat ion such Jus t i ces m a y lawfully commi t such offender to gaol the re to r ema in un t i l he shall have delivered u p all t he vouchers and receipts (if any) in his possession or power re la t ing to such accounts and have delivered u p all books papers wr i t ings proper ty effects m a t t e r s a n d th ings (if any) in his possession or power be longing to t he Corporat ion.
10. F o r t he purpose of r egu la t ing t h e conduct of the officers
and servants of t he Corporat ion and for provid ing for t he due m a n a g e m e n t of the affairs of t he Corporat ion in all respects it shall be lawful for the Corporat ion subject to t he provisions here in men t ioned from t ime to t ime to m a k e by-laws and regula t ions as t h e y t h i n k fit P r o vided t h a t such by-laws be not r e p u g n a n t to t he laws of t he colony or to t he provisions of th i s Ac t or to a n y resolut ion of any general m e e t i n g of shareholders and such by-laws shall be reduced into wr i t ing and shall have affixed there to t he common seal of t h e Corpora t ion and a copy of such by-laws shall be given or sent by post to every officer and servant of t he Corporat ion affected thereby.
17. I t shall be lawful for t h e Corporat ion by such by-laws to
impose such reasonable penal t ies upon all persons being officers and
| servants of t he Company offending against such by-laws as t he Corpora | |
| t ion t h i n k tit no t exceeding five pounds for any one offence | Provided |
t h a t t h e same shall be so framed as to allow the Jus t i ce or Jus t i ces before w h o m any penal t ies imposed thereby m a y be sought to be recovered to order a pa r t only of such pena l ty to be paid if such Jus t i ce t h i n k fit.
18. The product ion of a pr in ted or wr i t t en copy of the by-laws
of t he Corporat ion hav ing the common seal of t he Corporation affixed the re to shall be sufficient evidence of such laws in all proceedings
| unde r t h e | same. |
19. I f any execut ion ci ther a t law or in equ i ty shall have been issued agains t t he proper ty or effects of t he Corporat ion and if the re canno t be found sufficient whereon to levy such execut ion t h e n such execut ion may be issued against any of t h e shareholders to a n a m o u n t equal to t he a m o u n t unpa id in respect of the i r shares respectively in t h e capi tal of t he Company Provided always t h a t no execu t ion shall issue against any shareholder except upon an order of the Court in which t h e 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
wri t ing
wri t ing to t he persons sought to be charged and upon such mot ion such Cour t m a y order execut ion to issue accordingly and for t he purpose of ascer ta in ing t h e names of t he shareholders and t h e a m o u n t of capital r ema in ing to be paid upon their respective shares it shall be lawful for a n y person ent i t led to any such execut ion a t all reasonable t imes to inspect t he shareholders register requ i red by the said deed of se t t l ement to be kep t in t h e office of t he Corporat ion wi thou t fee Provided fur ther t h a t no th ing he re in conta ined shall ex tend to charge or m a k e l iable any shareholder of t h e Corporation or his real or personal es ta te wi th or for a n y debt or demand wha teve r due or to become due from or by t h e Corporation or in anywise re la t ing to t h e said u n d e r t a k i n g for any of
t he m a t t e r s or t h ings author ized by t h e said deed of se t t lement or this A c t to be m a d e done or completed to a grea ter ex ten t t h a n t h e a m o u n t (if any) unpa id on t h e shares in respect of wh ich he is liable as a shareholder any law to t he con t ra ry thereof in anywise no twi ths tand ing .
20. If by means of any such execut ion any shareholder shal l have paid any s u m of money beyond t h e a m o u n t t h e n due from h i m in respect of calls he shall fo r thwi th be re imbursed such addi t ional s u m by the directors out of t he funds of the Corporat ion and if t he re shall no t be sufficient of such funds he shall be ent i t led to be repaid such addit ional sum by t h e other shareholders in propor t ion to t he shares held by t hem.
2 1 . The directors shall have t h e custody of t he c o m m o n seal
and t h e 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 de te rmined at meet ings of directors and the directors p resen t a t any m e e t i n g shal l have power to use t h e common seal for t he affairs and concerns of the Corporat ion and unde r such seal to author ize and empower any person wi thou t such seal to execute any deed a n d do all or any such m a t t e r and th ings as m a y be required to be executed a n d done on behalf of t he Corporat ion b u t i t shall no t be necessary to use t h e corporate seal in respect of any of t h e ord inary business of t he Corporation or for the appo in tmen t of any a t to rney or solicitor for t h e prosecut ion of any act ion suit or other proceedings or any officer or servant of t h e Corporat ion a n d such seal m a y be affixed to any deed or document by the h a n d of any person w h o m the directors shall appoin t in t h a t behalf and the affixing thereof shall be a t tes ted by one director and such person, so appointed and in case any conveyance or o ther i n s t r u m e n t unde r seal shall be executed where in it appears t h a t
such conveyance or other i n s t r u m e n t is executed in consideration of a money p a y m e n t the re in s ta ted to have been m a d e to t h e Corporat ion such execut ion shall have no operat ion in law or shall operate only as an escrow (according as m a y be indicated in t he a t tes ta t ion aforesaid)
un t i l t he t reasurer or other officer charged wi th t he receipts of moneys on behalf of t he Corporat ion shall have certified u n d e r his h a n d a t t h e foot thereof t h a t such considerat ion money has been duly paid. 22. I t shall and m a y be lawful for t h e directors in pur suance of a resolut ion to t ha t effect to be passed a t special general meet ings of t h e shareholders to be called for t h e purpose from t ime to t ime to borrow upon mor tgage of t he p roper ty of t he Corporat ion or upon debentures chargeable thereon issued u n d e r t h e hands of any two of t he directors n a m e d in such resolut ions any s u m or sums of money not exceeding in t he whole an a m o u n t equa l to t h e pa id-up capi tal of t he Company Provided always t h a t t he shareholders present a t such mee t ing e i ther in person or b y p roxy specially g iven for t he occasion shall hold shares represen t ing not less t h a n one- thi rd of t h e pa id-up
capital of t h e Company .
23 . W h e n e v e r th i s Ac t is c i ted it shall be sufficiently described
as t he " Vale of Clwydd Company ' s Incorpora t ion A c t of 1 8 8 1 . "
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