Tfunrer River Ratiway Company. Preamble. Proprietors incorpo- rated by the namefof An Act to establish and incorporate a Company to be called "' The Hunter River Railway Company." [10th October, 1853. ] TWEREAS the making and maintaining of a railway from the city of Newcastle to the towns of East Maitland and West Maitland in the county of Northumberland in the Colony of New South Wales would be of great public advantage by opening additional certain and expeditious means of communication between the said places and also by facilitating communication between more distant towns and places "And whereas the several persons hereinafter named are willing and desirous to make and maintain such railway and it is deemed advisable to give encouragement to them by granting to them an Act of Incorporation Be it therefore enacted by Ilis Excellency the Governor of New South Wales by and with the advice and consent of the 1 aiective Council thereof as follows— . The following persons that is to say George Allen George "Phe Hunter River Wigram Allen Arthur 4Beckett William Bradley George Burgess Railway Company." Adam Bogue Edward Wilbraham Bell Alexander Campbell Brown Edward Baker Boulton Hutchinson Hothersall Browne Alexander Campbell John Henry Challis Thomas Chalder William Croasdill John Croft Charles Cowper Henry Grattan Douglass John Bayley Darvall John Fairfax John Gilchrist Samuel Dean Gordon Alexander Charles Hood Robert Allen Hunt Thomas Hopkins Thomas Holt the younger Joshua Frey Josephson George King Simon Kemp Charles Kemp William James Lennon Michael Metcalf Andrew Hardie M'Culloch Thomas Sutcliffe Mort James Millsom the younger James Mitchell Charles Nathan George Polhill Samuel Peek John Reeve William Russell Robert Scott Ross Ralph Meyer Robey William Russell Thomas Ware Smart Edward Salamon Edward Kennedy Sylvester Robert Perey Simpson Robert Tgwns Edwin Tooth Charles Throsby 1853. 17° VIC. 289 Hunter River Railway Company. Throsby Robert Cooper Walker Peter Barber Whitfield John Wil- liams and all other persons who shall hereafter become subscribers to the said undertaking and their several and respective successors executors administrators and assigns shall be and hereby are united into a company for making completing and maintaining the said railway and such extensions thereof and other works by this Act wuthorized to be made and executed according to the rules orders and directions hereinafter mentioned and for that purpose shall be one body corporate by the name and style of "The Hunter River Railway Company " and by that name shall have perpetual succession and a common seal and shall and may sue and be sued plead and he im- sea. pleaded answer and be answered unto defend and be defended in all Fewer te sue and be Courts and places whatsoever and shall have power and authority from and after the passing of this Act and at all times thereatter to purchase and hold lands and hold Jands to them and their successors and assigns for the use of the said undertaking and works and generally for the purposes of carrying the provisions of this Act into effect and also to scll and dispose of the said lands again in manner by this Act directed without incurring any penalties or ' forfeitures. 2. The capital of the company hereby established shall (until Capital to te imereased as hereinafter provided) be one hundred thousand pounds Seen divided | sterling and shall be divided into twenty thousand shares of five £5 each. pounds each and such shares shall be numbered in regular or arith- metical progression beginning with number one and every such share shall be distinguished by its appropriate number and the said shares shall be and are hereby vested in the persons hereinbefore named and in such other persons as shall take shares in the said company and their successors and their several and respective executors adminis- trators and assigns. 3. The said shares shall be deemed personal estate and shall be Shares to be personal transferable and transmissible as such and shall not he of the nature" of real estate. 4. Every person who shall by virtue of this Act have subseribed Sharcholders. for or shall otherwise have become entitled to a share in the said company and whose name shall have been entered on the register of shareholders hereinafter mentioned shall be deemed a shareholder of the company and shall be entitled to participate in the profit and dividends of the company in proportion to the amount of capital which he shall have paid up. 5. The directors shall cause the names additions and addresses Registry of share- . . : holders. of the several persons entitled to sharcs together with the number of shares to which they shall be respectively entitled distinguishing each share by its proper number and the amount of the subscriptions paid on such shares to he from time to time fairly and distinctly entered in a register book to be kept in the office of the said company for that purpose and to be called "The Register of Shareholders" and the surnames or corporate names of the said shareholders shall be placed in alphabetical order to the end that cach proprictor for the time heing and his interest in the company may be known. 6. On demand of the holder of any shares the directors of the Certificates of shares company shall cause a certificate of the proprietorship of such shares {f beissed te the to be delivered to such shareholder and such certificate shall have the common seal of the company affixed thereto and such certificate shall specify the shares to w hich such sharcholder is entitled and the same may be according to the form in the Schedule A to this Act annexed or to the like cflcet. and for such certificate the said company may demand any sum not execeding two shillings and sixpence and such Certifeate to be certificate shall be admitted in all Courts as prima facie evidence of evidence of property the title of such shareholder his executors administrators successors 20 or Certificate to be renewed when destroyed. Shares may be sold. 'Transfers of shares to be registered &c. No share to be trans- ferred while in arrear. Power to directors to issue coupons. 17° VIC. 1853. Hunter River Railway Company. or assigns to the share therein specified but the want of such certificate shall not prevent the holder of any share from disposing thereof or receiving his share of the profits in respect thereof. 7. If any such certificate be worn out or damaged then upon the same being produced at some meeting of the directors such directors may order the same to be cancelled and thereupon another similar certificate shall be given to the party in whom the property of such certificate and of the shares therein mentioned shall be at the time vested or if such certificate be lost or destroyed then upon proof thereof to the satisfaction of the directors a similar certificate shall be given to the party entitled to the certificate so lost or destroyed and to the shares therein mentioned and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders and for every such certificate so given or exchanged the company may demand any sum not exceeding two shillings and sixpence. 8. It shall be lawful for any shareholder to sell and transfer all or any of his shares subject to the provisions herein contained provided that every such transfer shall be by deed in which the con- sideration shall be stated and such deed may be according to the form in the Schedule B to this Act annexed or to the like effect and provided also that if any certificate of the proprietorship of the shares to be transferred shall have been issucd the same shall upon such transfer be delivered up to the directors to be cancelled or to be indorsed by the secretary to the company with a memorandum of the transfer unless it shall be shewn to the satisfaction of the directors that the same has been lost or destroyed. 9. The said deed of transfer (when duly executed) shall be delivered to the secretary and be kept by him and the secretary shall enter a memorial thereof in a book to be called "The Register of Transfers" and shall indorse such entry on the deed of transfer and shall on demand deliver a new certificate to the purchaser and for every such entry together with such indorsement and certificate the company may demand any sum not exceeding two shillings and sixpence and on the request of the purchaser of any shares an indorsement of such transfer shall be made on the existing certificate of such shares instead of a new certificate being granted and upon such indorsement being signed by the secretary such certificate shall be considered in every respect the same as a new certificate and until such deed of transfer has been so delivered to the secretary as aforesaid the vendor of the shares shall continue liable to the company for any calls that may be made upon such shares and the purchaser shall not be entitled to receive any share of the profits of the company or to vote in respect of such shares. 10. No shareholder shall be entitled to transfer any share which he shall possess in the said company after any call shall have been made in respect of such share until he shall have paid such call nor until he shall have paid all calls for the time being due on every share held by him. 11. In case Her Majesty's Government of the Colony shall enter into any agreement with the company to guarantee to the sharcholders of the company the payment of any fixed sum of money by way of dividend or interest upon any shares in the capital of the company it shall be lawful for the directors to issue togcther with the certificates of proprietorship of any shares upon which such fixed rate of dividend or interest shall have been so guaranteed coupons signed by any two of such directors and countersigned by the secretary or manager for the payment of such interest by the directors to the bearers thereof on the days on which such guaranteed interest or dividend 1853. 17° VIC. unter River Railway Company. dividend will become payable during the period to which such coupons shall extend and thereupon such interest or dividends shall be paid to the bearers of such coupons and to no other person. 12. If the interest in any shares have become transmitted in consequence of the death or bankruptcy or insolvency of any share- holder or in consequence of the marriage of a female "sharcholder or by any other lawful means than by a transfer accor ding to the provisions of this Act such transmission shall be authenticated "by a declaration in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration or other authenti- cation shall state and shew the manner in which and the party to whom such shares shall have been so transmitted and shall be made and signed by some credible person hefore a Justice of the Peace or notary public and such declaration or other authentication shall he left with the secretary and upon the same being deemed satisfactory by the directors he shall enter the name of the person entitled under such transmission in the register of sharcholders and for every such entry the company may demand any sum not exceeding five shillings and until such transmission has been so authenticated and such entry made no person elaiming by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking nor to vote in respect of any such share as the holder thereof. 13. Tf such transmission be by virtue of the marriage of a female shareholder the said declaration or other authentication shall contain a copy of the register of such marriage or other particulars of the celebration thercof and shall declare or show the identity of the wife with the holder of such shares and if such transmission have taken place by virtue of any testamentary instrument or by intestacy the probate of the will or the Ictters of administration or an official extract therefrom shall together with such declaration or other authentication he produced to the secretary and upon such produc- tion in either of the cases aforesaid the seerctary shall make an entry of the declaration or other authentication in the said register of transfers. Transmission of shares by other means than transfor to he authenticated by a declaration, Proof of transmts- sion by marriage will &, 14. The company shall not be bound in any manner by any Company not bound trusts or equitable interests or demands affecting any shares standing #@ sv 9 exeention in the name of any person as the ostensible proprictor thereof or be required to take any notice of such trusts or equitable interests or demands but the receipts of the person in whose name the shares shall stand in the books of the company shall notwithstanding such trusts or equitable interests or demands and notice thereof to the company be a good valid and conclusive discharge to the company for or in respect of any dividend or other money payable by the company in respect of such shares and a transfer of the said shares by the person in whose name such shares shall so stand shall notwithstanding as aforesaid be binding and conclusive as far as may concern the said company against all persons claiming by virtue of such trusts or equitable interests or demands Provided always that it shall he com- petent to the directors of the company if they shall think fit so to do to withhold payment of the dividends on any 'such shares and to refuse to allow or recognize the transter of such shares in any case in which the company shall have had notice of any claims under an alleged trust or equitable interest or demand and when such claim shall appear to the directors to be well-founded And provided also that nothing herein contained shall be deemed or taken to interfere with or abridge the right and power of a Court of Equity to restrain the payment of any such dividend or other moncy payable by the company in respect. of any such shares or the transfer thereafter of any such shares or to direct the payment of such dividends or other moncy not already of trusts in respect of shares, Subscriptions to be paid as called for. Term * shareholder" to include represen- tatives. Power to make calls. Interest to he paid on over-duce calls, Power to allow interest on payment of subscription before calls, Enforcement of calls by action. Declarations in suits to recover calls. Matter to be proved in action for calls. Proof of proprietor- ship. 17° VIC. 1858. Hunter River Railway Company. already paid by the company or the transfer of such shares to such person as such Court may think fit. 15. The several persons who have accepted or who shall here- after accept or hold sharcs in the company shall pay the amount of the said shares or such portions thereof as shall from time to time be called for by the directors at. such times and places as shall be appointed by the directors and with respect to the provision in this Act contained for enforcing the payment of calls the word "sharcholder"' shall extend to and include the legal personal representatives of every such sharcholder. 16. It shall be lawful for the directors from time to time to make such calls of money upon the several sharcholders in respect of the amount of their respective shares as the said directors shall decom necessary provided that thirty days notice at the least be given of each call by a notiec in the Government Gazette and in one or more of the newspapers published in Sydney and that successive calls be not made at a less interval than three months and that no call exceed the sum of ten shillings for or in respect of any one share and every sharcholder shall he liable to pay the amount of the calls so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the said directors. 17. If before or on the day appointed for payment any share- holder shall not pay the amount of any call to which he is liable then every such sharcholder shall be liable to pay interest for the same at the rate of six per cent. per annum from the day appointed for the payment thereof to the time of the actual payment. 18. It shall be lawful for the directors if they think fit to receive from any of the sharcholders who shall be willing to advance the same all or any part of the moneys due upon their respective shares beyond the sums actually called for and upon the principal moncys so paid in advance or so much thereof as from time to time shail excced the amount of the calls then made upon the shares in respect of which such advance shall be made the company may pay interest at such a rate not execeding the rate aforesaid as the sharcholder paying such sum in advance and the directors shall agree upon. 19. If at the time appointed by the directors for the payment. of any call any shareholder shall fail to pay the amount of such call it shall "be lawful for the company to suc such sharcholder for the amount thereof in any Court of law or equity having competent juris- diction and to recover the same with interest as aforesaid from the day on which such call was payable and in any action or suit it shall not be necessary to set forth the special matter but it shall be sufficient for the company to declare that the defendant is the holder of onc share or more in the company (stating the number of shares) and is indebted to the company in such sum of money as the calls in arrear shall amount to in respect of one call or more upon one share or more (stating the number and amount of cach of such calls) whereby an action hath accrued to the company by virtue of this Act and on the trial or hearing of such action or suit it shall be sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the company and that such call was in fact made and such notice thereof given as is directed by this Act and it shall not be necessary to prove the appointment of the directors who madc such call nor any other matter whatsoever and thereupon the company shall be entitled to recover what shall be due upon such call and interest. thereon and the production of the register of shareholders required to be kept in the office of the company shall be prima facie evidence of such defendant's being a sharcholder and of the number and amount of his shares. 20. 1853. 17° VIC. 293 Hunter River Railway Company. 20. If any sharcholder shall fail to pay any call payable by him shares in arrear may | together with the interest (if any shall have accrued thereon) tlic bv deelared forfeited. directors of the company at any time alter the expiration of one month from the day appointed for payment of such eall may if they shall think fit declare the shares in respect of which such call was payable forfeited and that whether the said company have sued for the amount of such call or not Provided that before declaring any share forfeited Notice to be given of the directors shall cause notice of their intention to declare such share tention to declare to be forfeited to be left at or transmitted by the post to the usual or "" ' last. place of abode of the person appearing by the register of sharcholders to be the proprictor of such share and if the holder of any such share shall he beyond the limits of this Colony or if his or their usual or last. place of abode be not known to the directors by reason of its being imperfectly described in the said register of sharcholdcrs or otherwise or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer as hereinbefore mentioned but a declaration of such transmission shall not have been registered as aforesaid and so the address of the party to whom the said share may have been transmitted or may for the time heing belone shall not. be known to the directors the directors shall give public notice of such intention in the Government Gazelle and also in one or more of the newspapers published in the city of Sydney and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. 21. After such forfeiture as aforesaid it shall be lawful for the torteited shares may directors to sell the forfeited share either by public auction or private be sel contract and if there be more than one forfcited share then either separately or together as to them shall scem fit Provided that the com- No mnove shares to . . pe sold than are pany shall not sell or transfer more of the shares of any such defaulter guficient to pay off than shall be suflicient as nearly as can he ascertained at the time of arearsand expenses. such sale to pay the arrears then duc from such defaulter on account of any calls together with the interest and the expenses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfcitcd share be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thercof with the proof thereof and the certificate of proprictorship to the purchaser the sur- plus shall on demand be paid to the defaulter And provided also that On payment of if payment of such arrears of call and interest and expenses be made StH before sale before any share so forfeited shall have been sold as aforesaid such the party. share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such call had been duly paid. 22. A solemn declaration in writing by some credible person Evidence of propric- not interested in the matter made in conformity with the provisions of tershipin purchasers an Act of Council passed in the ninth year of the reign of Her present Majesty Queen Victoria numbered nine that the call in respect of a share was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share was declared in manner hereinbefore required shail be sufficient evidence of the facts therein stated and such declaration and the receipt of the treasurer or other officer of the company authorized by the directors to receive payment of the price of such share shall constitute a good title to such share and a certificate of proprietorship shall be delivered to such purchaser and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and he shall not be bound to sce to the application of the purchase money nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. 23. 'First and other general meetings. Business at half- yearly general mnectings. Business at extraor- dinary mectings. Extraordinary meetings. Extraordinary meeting of the company may bo required by share- holders. Notice of mectings. Quorum of share- holders for a general mecting. Chairman at gencral mectings. 17° VIC. 1853. Hunter River Railway Company. 23. The first general meeting of the shareholders of the com- pany for putting this Act in execution shall be held at some convenient place within the city of Sydney within two months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon and the future general mectings of the company shall be held on the first Monday in the months of February and August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the mectings so appointed shall be called " ordinary" or "half-ycarly" gencral mectings and all mectings whether half-yearly or extraor dinary : shall be held at such place as the shareholders shall 'at any gencral meeting direct and appoint and if no such direction be given then at such place as the directors shall from time to time appoint. 24. No matters except such as are appointed by this Act to be done at a half-yearly general meeting shall he transacted at any such meeting unless special notice of such matters have been given in the advertisement convening such meeting and no extraordinary meeting shall enter upon any business not set forth in the notice upon which it shall have been convencd. 25. Every general mecting of the shareholders other than a half-yearly meeting shall be called an extraordinary mecting and such mectings may be convened by the directors as they think fit and any number of shareholders not beingjless than five holding in the aggregate one thousand shares may by writing under their hands at any time require the directors to call an extraordinary meeting of the company and such requisition shall fully express the object of the meeting required to be called and shall be left at the office of the company or given to at least three directors or left at their last or usual places of abode and forthwith upon the receipt of such requisition the directors shall convene a meeting of the shareholders and if for twenty-one days after such notice the directors shall fail to call such meeting the number of sharcholders aforesaid qualified as aforesaid may call such meeting by giving fifteen days public notice thereof in the Government Gazette and in one or more of the newspapers published in the city of Sydney. 26. Fifteen days public notice at the least of all meetings whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and onc or more newspapers as hereinbefore mentioned which shall specify the place day and the hour of meeting and every notice of an extraordinary meeting or of an ordinary meeting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the meeting is called. 27. In order to constitute a general meeting there shall be present either personally or by proxy shareholders holding in the aggregate not less than one-twenticth of the capital of the company and being in number not less than twenty and such shareholders shall be a quorum and if within one hour from the time appointed for such mecting the said quorum be not present no business shall be transacted at the meeting other than the declaring of a dividend in case that shall be one of the objects of the meeting but such meeting shall except in the case of a mecting for the election of directors hereinafter mentioned be held to be adjourned sine die. 28. At every general meeting of the company one or other of the following persons shall preside as chairman that is to say the chairman of the company or in his absence the deputy chairman or in the absence of the chairman and deputy chairman some one of the directors of the company to be chosen for that purpose by the meeting or in the absence of the chairman and deputy chairman and of all the directors 1853. 17° VIC. 295 TTunter River Railway Company. directors any shareholder to be chosen for that purpose by a majority of the sharcholders present at such meeting and such chairman shal be entitled to vote not only as a principal and proxy but also to give a casting vote if there be otherwise an cquality of votes and every such general meeting may be adjonrned from time to time and from place to place and no business shall be transacted at any adjourned Business at adjourn- meeting other than the business left unfinished at the mecting from @* which such adjournment. teok place. 29. At all general mectings every sharcholder who shall be Votes of share- possessed of ten or more shares shall for the first ten shares be entitled 2" to one vote and for every additional number of twenty shares to one additional vote Provided always that no shareholder shall be entitled gharcholders not to to more than ten votes altogether and that no shareholder shall be vote autil calls paid. entitled to vote at any mecting unless he shall have paid all the calls then duc upon the shares held by him. 30. The votes of sharcholders may be given at any gencral Manner of voting. mecting either personally or by proxies being sharcholders authorized by writing according to the form in the Schedule C to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such shareholder he « corporation then under their common seal and every proposition at any such mecting shall be determined by the majority of votes of the parties present including proxies but no person shall be entitled to vote as a proxy Regulations as to unless the instrument appointing such proxy have been transmitted proxies. to the scerctary of the company not less than forty-cight hours before the time appointed for holding the mecting at which such proxy is to be used. 31. If several persons be jointly entitled to any shares the Votes of joint share- person whose name stands first in the register of shareholders as onc" of the holders of such shares shall for the purpose of voting at any mecting be deemed the sole proprietor thereof and on all occasions the vote of such first-named sharcholder cither in person or by proxy shall be allowed as the vote in respect of such shares without proof of the concurrence of the other holders thereof and if any sharcholder be a lunatic or idiot such lunatic or idiot may vote by his committee votes or tmatics and and if any shareholder be a minor he may vote by his guardian or any minors &c. one of his guardians and every such vote may be given cither in person or by proxy. 32. Whenever in this Act the consent of any particular Proof of a particular majority of votes at any meeting of the company is required in order dab recntved in the to authorize any proceeding of the company such particular majority event of a poll being shall only be required to be proved in the event of a poll being "'""™ demanded at such mecting and if such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceeding has been earricd and an entry to that effect in the book of proceedings of the company shall be sufficient authority for such proceeding without proof of the number or proportion of votes recorded in favour of or against the same. 33. The shareholders present either personally or by proxy at Six dircetors to be such first gencral mecting to be held as hexcinbcfore 1s mentioned or See aetildene at some meeting to be held by adjournment irom such general mecting shall choose and elect six persons to be directors to manage and conduct the affairs of the company and at the half-yearly mecting which shall be held in the month of August in cach year one director shall vetire from office such retirement to be decided by lot between Retirement of themselves until all the first sct of directors who shall have been &"™- elected at such first gencral meeting directed to be held as aforesaid shall have retired and then at the half-yearly mecting to be held in the month of August in every year thereafter the director who, shall lave Existing directors continued on failure of meeting for elec- tion of directors. Qualification of directors, Disqualification of directors, Shareholder of an incorporated joint stock company not disqualified by reason of contracts, Supply of occasional vacancies to office of + directors, Powers of the com- pany which may be exercised by the directors. 17° VIC. 1853. Hunter River Railway Company. have been longest in office shall retire and so on from time to time during the continuance of the company and at every such half-yearly meeting i in the month of August in every year the shareholders then present personally or by proxy shall clect a new director in the place of the director then retiring from office agreeably to the provision hereinafter contained and the persons elected at any such mecting being neither removed or disqualified nor having resigned shall con- tinue to be directors until others are elected in their stead as herein- after mentioned. 34. If at any meeting at which an election of directors ought to take place the prescribed quorum of shareholders shall not be present within one hour from the time appointed for the mecting no election of directors shall be made but such meeting shall stand adjourned to the following day at the same time and place and if at the meeting so adjourned the prescribed quorum be not present within one hour from the time appointed for the meeting the existing dirce- tors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year. 35. No person shall be capable of being a director unless he be a shareholder nor unless he be possessed 'of fifty shares and no person holding an office or place of trust or profit under the company or interested in any contract with the company shall be capable of being a director and no director shall be capable of accepting any other office or place of trust or profit under the company or of being interested in any contract with the company during the time he shall be a director but nothing in this Act contained shall prevent the company from remunerating the chairman and directors as they may think fit. 36. If any of the directors at any time subsequently to his election accept or continue to hold any other office or place of trust or profit under the company or be either directly or indirectly con- cerned in any contract with the company or participate in any manner in the profits of any work to be done for the company or if such director at any time cease to be a holder of the preseribed number of shares in the company then in any of the cases aforesaid the office of such director shall become vacant and thenceforth he shall cease from voting or acting as a director. 37. Provided always That no person being a sharcholder or member of any incorporated joint stock company shall be disqualified or prevented from acting as a director by reason of any contract entered into between such joint stock company and the company hereby incorporated but no such director being a sharcholder or member of such joint stock company shall vote on any question as to any contract with such joint stock company. 38. If any director die or resign or become disqualificd or incompetent to act as a director or cease to be a director by any other cause than that of going out of office by rotation as aforesaid the remaining directors "it they think proper so to do may elect in his place some other shareholder duly qualified to be a director and the shareholder so elected to fill up any such vacancy shall continue in office as a director until the next ordinary meeting of sharcholders when a director shall be elected by the shareholders present in person or by proxy in the place of the director so having died resigned or become disqualified or incompetent to be a director or having ceased to be a director by any other cause. 39. The directors shall have the management and superintend- ence of the affairs of the company and they may lawfully appoint all officers and servants required for conducting the undertaking of the company and shall exercise all other the powers of the company except 1853. 17° VIC. 297 Iunter River Railway Company. except as to such matters as are directed by this Act to be transacted by a general meeting of the shareholders but all the powers so to be exercised shall be exercised in accordance with and subject to the provisions of this Act and the exercise of all such powers shall he subject also to the control and regulation of any gencral mecting specially convened for the purpose but not so as to render invalid any act done by the directors prior to any resolution passed by such general mecting and any three of such directors being present at a duly convened board mecting shall form a quorum anc shall he Quormm of direetors. competent to exercise the powers hereby given to the directors generally. 40. Exeept as otherwise provided by this Act the following Powers which shall powers of the company (that is to say) the choice and removal of the bees ied OY directors except as hereinbefore mentioned the choice of auditors the determination as to the remuneration of the directors the deter- mination as to the amount of money to be borrowed on mortgage the determination as to the augmentation of capital and the declaration of dividends shall be exercised only at a general meeting of the shareholders. 41. The directors shall hold mectings at such times as they Meetings or shall appoint for the purpose and they may meet. and adjourn as they dircetors think proper from time to time and from place to place and at any time any two of the directors may require the secretary to call a meeting of the directors and in 'order to constitute a "meeting of directors there shall he present at least three directors and all questions at any such mecting shall be determined by the majority of votes of the directors present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as one of the directors. 42. At the first meeting of directors held after the passing of Appointment of this Act and at the first meeting of the directors held after each chasrmuan aul deputy annual appointment of directors the directors present at such meeting pany. shall choose one of the directors to be chairman of the company and to act. as chairman of the directors for the year following such choice and shall also if they think fit choose another director to he and act as deputy chairman for the same period and if the chairman or deputy chairman dic or resign or cease to be a director or otherwise become disqualified to act the directors present at the meeting next after the occurrence of such vacancy shall choose some other of the directors to fill such vacancy during the residue of the current year and such chairman if present and in his absence the Chairmanship at — deputy chairman if present shall preside at all meetings of the directors Mineo rectors. bat if neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be chairman of such meeting. 43. The directors shall cause notes minutes or copies as the Proceedings to be case may require of all appointments made or contracts entered. into Sereda a beok by them and of the orders and proceedings of all meetings of the evidence. shareholders and of the directors and committees of directors to be duly entered in books to he from time to time provided for the purpose which shall be kept. under the superintendence of the directors and every such entry shall be signed by the chairman of the meeting at which such appointments and contraets were made or entered into or authorized or at which such proceedings and orders were respectively had or made and such entry so signed shall be received as evidence in all Courts and before all Judges Justices and others without proof of such respective meetings having been duly convened or held ov of the persons making or entering such orders or proceedings being share- holders or directors or members of committee respectively or of the signature of the chairman or of the fact of his having been chairman 2P all 298 17° VIC. | 1853. Tunter River Railway ry Company. all of which last-mentioned matters shall be presumed until the contrary be proved. Defects in appoint- 44, All acts done by any mecting of the directors or by any ment of directors |, person acting as a director shall notwithstanding it may he afterwards a squalifications & ; . m a not to invalidate discovered that there was some defect in the appointment of any such Proceedings. directors or persons acting as aforesaid or that they or any of them were or was disqualified be as valid as if every such person had been duly appointed and was qualified to be a director. Directors not to be 45. No director by being party to or executing in his capacity of persone a, divector any contract or other instrument on behalf of the company or otherwise lawfully executing any of the powers given to the directors shall be subject to be sued or prosecuted individually by any person whomsoever and the bodies or goods or lands of the directors shall not be liable to execution of any legal process by reason of any contract or other instrument so entered into signed or executed by them or by reason of any other lawful act done by them in the execu- Indemnity of tion of any of their powers as directors and the "directors their heirs — executors and administrators shall be indemnified out of the capital of the company for all payments made or lability incurred in respect of any acts done by them and for all losses costs and damages which they may incur in the execution of the powers granted to them and the directors for the time being of the company may apply the existing funds and capital of the company for the purposes of such indemnity and may if necessary for that purpose make calls of the capital remaining unpaid (if any.) Election of auditors, 46. At the first general meeting of the company to be held after the passing of this Act the sharcholders shall elect two auditors in the same manner as is hereinbefore provided for the election of directors and at the ordinary mecting of the company in the month of August in each year thereafter the sharcholders shall in like manner elect an auditor to supply the place of the auditor then retiring from office according to the provision hereinafter contained and every auditor elected as' hereinbefore provided being neither removed nor disqualified nor having resigned shall continue to be an auditor until Qualification of another be elected in his stead and every auditor shall have at least auditors, . , . ten shares in the company and he shall not hold any other office in the company nor be in any other manner interested in its concerns except as a shareholder. Ordinary retirement 47. One of such auditors (to be determined in the first instance of auditors. . : by lot between themselves unless they shall otherwise agree and afterwards by seniority) shall go out of office at the ordinary meeting in the month of August in each year but the auditor so going out shall be immediately re-eligible. Casual vacancies in 48. If any vacancy take place among the auditors in the eof auditor. course of the current year then at any gencral meeting of the company the vacancy may be supplied by election of the shareholders and the provision in this Act contained respecting the failure of an ordinary Failure of meeting Meeting at which directors ought to be chosen shall apply mutatis toclect auditors. gautandis to @ any mecting at w hich an auditor ought to be appointed. Powers of auditors 49. The auditors shall have full authority at all reasonable for examination of times to examine the accounts and affairs of the company and affairs to inspect the books and to call for the production to them at the principal office of the company of all books vouchers writings and documents concerning the same and to call in the aid of the officers clerks and servants of the company or any other person competent to give information as to the company's affairs. Delivery of balance 50. The directors shall deliver to such auditors the half yearly or sheet BC. DY tors, Other periodical accounts and balance sheet fourteen days at the least before the ensuing ordinary meeting at which the same are required to 1853. 17° VIC. 299 Hunter River Railway Company. to be produced to the shareholders as hercinafter provided and such Duty of auditors. auditors shall receive and examine the same and shall examine into the state of the company's affairs and shall be at liberty to employ such accountants and other persons in such examination as they may think proper at the expense of the company and they shall make a Powers of anditors. just true and faithful report on the said accounts and affairs and such report shall be read together with the report of the dircctors at the ordinary meeting. 51. If it shall appear to such ordinary mecting desirable that Further andit may the company's affairs should be more fully investigated it shall be arecial auditors may lawful for such ordinary mecting either to direct the said auditors to be appointed. inquire into and report on the affairs of the company generally or in their discretion to appoint any two or more sharcholders as special auditors for that purpose. 52. Such auditors shall make a solemn declaration in writing solemn declaration before a Justice of the Peace that every report made by them on the rt of truth state of the accounts and affairs of the company is to the best of their ~~ several and respective knowledge and belief a just true and faithful report and statement of the accounts and affairs of the company and that the same is made by them after diligent and careful examination into the state of such accounts and affairs and a duplicate copy of every such report signed by any such auditors together with any report reportsand accounts of the directors to which the same shall refer shall be transmitted to te be, transmitted to the Colonial Sec- the office of the Colonial Seeretary at Sydney within thirty days of retary. the making of such report and if such examination into or report ON penalty for neglect the state of the accounts and affairs of the company shall be neglected te examine into and {o be made or if a duplicate copy of any such report shall be omitted to'send copy to to be transmitted to the office of the Colonial Sceretary the company Colonial sveretary. shall for every such offence forfeit and pay to Ter Majesty the sum of fulty pounds to be recovered hy action of debt in the Supreme Court Penalty for false or and if any such auditors shall at any time knowingly make or concur ®ve report. in a false or deceptive report on the state of the accounts or affairs of the company such auditor shall forfeit: and pay to er Majesty the stun of two hundred pounds to be recovered in the said Supreme Court. 53. Before any person intrusted with the custody or control of sceuity to be. moneys belonging to the company whether treasurer collector or other ik from atlicers officer of the company shall enter upon his office the directors shall money. take sufficient security from him for the faithful execution of his office. 54. Every officer employed by the company shall from time to ofticers to account time when required by the directors make out and deliver to them or 7 demand. to any person appointed by them for that purpose a true and perfee account in writing under his hand of all moneys received by him or behalf of the company and such account shall state how and to whon and for what purpose such moneys shall have been disposed of anc together with such account such officer shall deliver the vouchers anc reccipts for such payments and every such officer shall pay to the directors or to any person appointed by them to receive the same al moneys which shall appear to be owing from him upon the balance of such accounts. 55. Ifany such officer fail to render such account or to pro- Summary remedy duce and deliver up all the vouchers and receipts relating to the same see ndawunt, fue in his possession or power or to pay the balance thereof when there- unto required or if for three days after being thereunto required he fail to deliver up to the directors or to any person appointed by them to receive the same all papers and writings property effects matters and things in his possession or power relating to the exccution of this Act or belonging to the company then on complaint thereof being made to a Justice such Justice shall summon such officer to appear before two or more Justices at a time and place to be set forth in such sum- ONS =F Officers refusing to deliver up docu- ments &c. to be imprisoned, Where officer about to abscond a warrant 17' VIC. 18538. Hunter River Railway Company. mons to answer such charge and upon the appearance of such officer or in his absence upon proof that such summons was personally served upon him or left at his last known place of abode such Justices may hear and determine the matter in a summary way and may adjust and declare the balance owing by such officer and if it appear cither upon confession of such officer or upon evidence or upon inspection of the account that any moncys of the company are in the hands of such officer or owing by him to the company such Justices may order such officcr to pay the same and if he fail to pay the amount it shall be lawful for such Justices to grant u warrant to levy the same by distress or in default thereof to commit the offender to gaol for a period not exceeding three months unless the said amount be sooner paid. 56. If any such officer refuse to make out such account in writing or to produce and deliver to the Justices the several vouchers and receipts relating thereto or to deliver up any books papers or writings property effects matters or things in his possession or power belonging to the company such Justices may lawfully commit such offender to gaol there to remain until he shall have delivered up all the vouchers and receipts (if any) in his possession or power relating to such accounts and have delivered up all books papers writings pro- perty effects matters and things (if any) in his possession or power belonging to the company. 57. If any director or other person acting on behalf of the may be issued in the Company shall make oath that he has good reason to believe upon first instance, Suretics not to be discharged, Accounts to be kept, Books to be balanced at stated times. grounds to be stated in his deposition and docs helieve that it is the intention of any such officer as aforesaid to abscond or that he has absconded it shall be lawful for the Justice before whom the complaint is made if he shall think fit to issue a warrant in the first instance for the bringing such officer before such two Justices as aforesaid but no person executing such warrant shall keep such officer in custody longer than twenty-four hours or such longer period as may be rendered necessary by the distance of the place of apprehension from the residence of the nearest or most convenient Magistrate without bringing him before some Justice and it shall be lawful for the Justice before whom such officer may be brought either to discharge such officer if he think there is no sufficient ground for his detention or to order such officer to be detained in custody so as to be brought before two Justices at a time and place to be named in such order unless such officer give bail to the satisfaction of such Justice for his appearance before such Justices to answer the complaint of the company Provided nevertheless that no such proceeding against or dealing with any such officer as aforesaid shall deprive the company of any remedy which they might otherwise have against such officer or any surety of such officer. 58. The directors shall cause full and true accounts to be kept of all sums of money received or expended on account of the company by them and all persons employed by or under them and of the matters and things for which such sums of moncy shall have been reccived or disbursed and paid. 59. The books of the company shall be balanced fourteen days at least before each half-yearly general mecting of shareholders and forthwith on the books being so balanced an exact balance shect shall be made up which shall exhibit a true statement of the capital stock credits and property of every description belonging to the company and the debts due by the company at the date of making such balance shect. and a distinct view of the profit or loss which shall have arisen on the transactions of the company in the course of the preceding half-year and previously to each half-yearly general meeting such balance shect shall be examined by the directors or any three of their number and shall be signed by the chairman or deputy chairman of the directors. 60. 1853. 17° VIC. 301 Hunter River Railway Compony. 60. he books so balanced together with such balance sheet as aaeecte by share- aforesaid shall for fourteen days previous to each half-ycarly meeting hotders. and for one month thereafter be open for the inspection of the share- holders at the principal office or place of business of the company but the shareholders shall not. be entitled at any time except during the periods aforesaid to demand the inspection of such books unless in virtue of a written order signed by three of the directors. GL. 'The dircetors shall produce to the shareholders assembled Balnce shect to be at such half-yearly meeting the said balanee shect. applicable to the peony meetings period immediately preceding such mecting together with the report of the auditors thereon as hereinbefore provided. 62. The directors shall appoint a book-keeper to enter the Took kecher tw allow accounts aforesaid in books to be provided for the purpose and every inspect. eee such book-keeper shall permit any shareholder to inspect such books and to take copies or extracts therefrom at any reasonable time during one fortnight before and one month after every half-yearly mecting and if he fail to permit any such sharcholder to inspect such books or take extracts or copies therefrom during the periods aforesaid he shall forfeit to such sharcholder for every such offence a sum not excceding five pounds. 63. Previously to every half-yearly meeting at which a dividend § re pre- is intended to be declared the directors shall cause a scheme to be profits, suns prepared shewing the profits (if any) of the company for the period current since the preceding ordinary meeting at which a dividend was declared and apportioning the same and any surplus remaining undivided from any former period or so much thereof as they may consider applicable to the purposes of dividend among the sharcholders according to the shares held by them respectively the amount paid thereon and the periods during which the same may have been paid and shall exhibit such scheme at such ordinary meeting and at such meeting a dividend may be declared according to such scheme or of any such less amount as the mecting shall think fit. 64, The company shall not 'make any dividend whereby their Dividend not to be capital stock will be in any degree reduced 'Provided alw ays that the waite as to reduce word "dividend" shall not be construed to apply to a return of any portion of the capital stock with the consent of all the mortgagecs and bond creditors of the company due notice being given for that ] purpose at an extraordinary meeting to be convened for that object. 65. Before apportioning the profits to be divided among the power to dircetors sharcholders the directors may if they think fit set aside thereout such pet apart a fund sum as they may think proper to meet contingencies or for enlarging 5 repairing or improving the works connected with the undertaking or any part thereof and may divide the balance only among the share- holders. 66. No dividend shall be paid in respect of any share until all No dividend to be calls then due in respect of that and every other share held by the Pet when calls in person to whom such dividend may be payable shall have been paid. 67. Any summons or notice or any writ or other procecding at Service of notice law or in equity requiring to be served upon the company may be "P? comPany served by the same being left at or transmitted through the post directed to the principal office of the company or being given person- ally to the seeretary or in case there be no secretary then by being given to any one director of the company. 68. Notices requiring to be served by the company upon the Service by company sharcholders may unless expressly required to be served personally ° Shareholders. be served by the same being transmitted through the post directed according to the registered address or other known address of the sharcholder within such period as to admit of its being delivered in the due course of delivery within the period (if any) prescribed for the giving Notice to joint proprietors of shares. Authentication of notices. Proof of debts in bankruptcy. Power to make and alter by-laws. By-laws to be so framed as that penalties may be mitigated. Publication of such by-laws. 17° VIC. 1853. Hunter River Railway Company. giving of such notice and in proving such service it shall be sufficient to prove that such notice was properly directed and that it was so put into the post office Provided that this enactment as to the time of transmission shall not apply to shareholders resident out of the Colony but in every such case fourteen days notice at the least shall be given by advertisement in the New South Wales Government Gazette and in one or more newspapers published in the city of Sydney. 69. All notices directed to be given to the shareholders shall with respect to any share to which persons arc jointly entitled he given to whichever of the said persons shall be named first in the register of shareholders and notice so given shall be sufficient notice to all the proprictors of such share. 70. Every summons notice or other such document requiring authentication by the company may be signed by two directors or by the secretary of the company and need not be under the common seal of the company. 71. If any person against whom the company shall have any claim or demand become bankrupt or take the benctit of any Act for the relief of insolvent debtors it shall be lawful for the secretary or treasurer of the company in all proceedings against the estate of such bankrupt or insolvent or under any fiat sequestration or act of insolvency against such bankrupt or insolvent to represent the company and act in their behalf in all respects. 72. For the purpose of regulating the conduct of the officers and servants of the company and for providing for the duc manage- ment of the affairs of the company in all respects whatsoever and for the protection of the railways and other works of the company from trespass and injury and for regulating the travelling upon and using and working of the railways it shall be lawful for the company subject to the provisions hcrcin mentioned from time to time to make by-laws and regulations provided that such by-laws be not repugnant to the laws of the Colony or to the provisions of this Act and such by-laws shall be reduced into w: riting and shall have affixed thereto the common seal of the company and any person offending against any such by-law or regulation shall upon conviction before any two Justices of the Peace forfeit for every such offence any sum not excceding five pounds to be stated in such by-laws and regulations as a penalty for any such offence and if the infraction or non-observance of any such by-law or regulation as aforesaid be attended with danger or annoyance to the public or hinderance to the company in the lawful use of the railway it shall be lawful for the company summarily to interfere to obviate or remove such danger annovance or hinderance and that without prejudice to any penalty incurred by the infraction of any such by-law. 73. All the by-laws and regulations to be made by the com- pany shall be so framed as to allow the Justice or Justices before whom any penalty imposed thereby may be sought to be recovered to order a part only of such penalty to be paid if such Justice shall think fit. 74. The substance of such by-laws shall be painted on boards or printed on paper and affixed to such boards and hung up and affixed and continued on the tront or other conspicuous part of every wharf or station belonging to the company according to the nature or subject matter of suc he by- Jaws respectively and so as to give public notice thereof to the parties interested therein or affected thereby and such boards shall from time to time be renewed as often as the by- laws thereon or any part thereof shall be obliterated or destroyed and no penalty imposed by any such by-law shall be recoverable unless the same shall have been published and kept published in manner aforesaid. 75. 1853. 17° VIC. 303 unter River Railway Company. 75. Such by-laws when so published and affixed shall be such by-taws to binding upon and be observed by all parties and shall be sufficient to pation on all justify all persons acting under the same and for proof of the pub- lication of any such by-laws it shall be sufficient to prove that a printed paper or painted board containing a copy of such by-laws was affixed and continued in manner by this Act directed and in case of its being afterwards displaced or damaged then that such paper or board was replaced as svon as conveniently might be Provided that all such of the said by-laws and regulations as shall be applicable to other persons than the members of the said company and its officers agents workmen and servants shall not be binding on such persons until two months after they shall have been laid before the Governor of the Colony unless the said Governor shall before such period have signified his approbation thercof and that the said Governor shall have power at any time to disallow such by-law or reewation and thereupon the same shall not have or shall cease to have any force or effect in the law. 76. As soon as five thousand shares of the capital of the company When 5,000 shares shall have been actually subscribed for and ten thousand pounds paid Pant SON paid up up and not before it shall be lawful for the company and they are company may make hereby authorized and empowered by themselves their deputies agents" officers workmen and servants to commence to make and thereafter to complete and maintain a single or double line of railway with all proper works and conveniences connected therewith commencing at such point in or near Neweastle aforesaid as may appear convenient to the directors and terminating at such point in or near to Hast Maitland or West Maitland aforesaid as may also appear proper and convenient and it shall also be lawful for the company and they are hereby empowered if and in case they shall think proper so to do to extend or continue the said railway to any point or points beyond East Maitland and West Maitland aforesaid or cither of those places and to make and maintain any lateral or branch railway from the railway aforesaid or from such extension or continuation thereof as aforesaid and to procure and own such carriages steamboats and vessels as may be necessary to ply on the roads or in the waters of any rivers and with all other such proper works and convenicnces as aforesaid connected with the said extended or continued or branch railway. 77. Before commencing the line of railway by this Act autho- Before commencing rized to be made or any such extension or branch as aforesaid the canse map or plan of company shall by some qualitied engineer by them to be appointed ! and Hook ot ude, cause to be made and taken levels and surveys of the country and . lands through which such line of railway or such extension or branch is to be carried together with a map or plan of the said line and of the lands through which it is to pass and also a book of reference in which shall be set forth a description of the said several lands and the names of the owners and proprictors thercof so far as the same shall be known or can with reasonable diligence be ascertained with a description of the said lands setting forth the bearings of such railway or of such extension or branch as the case may require and the nature and quality state of cultivation the inclosures (if any) and the quantity of such land which may be required for the purpose of making such railway. 78. 'The said map or plan and book of reference shall be kept Map and book of | in the office of the company at Sydney and truc copies thercof signed posited with Clerks by the chairman of the directors shall be deposited with the Clerks o Petty Sessions. of Petty Sessions at Newcastle and East Maitland aforesaid and in case of the extension of such. railway or the formation of any branches in connection therewith the like copies shall be deposited with the Clerks of the Petty Sessions of any other district into or through which re Company to give notice of their inten- tion to make railway between certain places. Omissions in book of reference not to impede making the railway &. Power to enter upon and take lands. Remove materials. Construct inclined planes tunnels &e. Alter the course of rivers &c, 17° VIC. 1853. Hunter River Railway Company. which such extension or branch shall be intended to be carried and such map or plan and book of reference and such copies thereof respectively shall be exhibited at all convenient times for public examination from the day of the date on which such notice as aforesaid or notice of such extension or branch railway being about to be made (as the case may require) shall be first published and all persons shall have free liberty and permission at all proper and convenient times to view and examine the said map or plan and hook of reference or copics as aforesaid. 79. The company shall by advertisement in the Gorernment Gazette and in one or more of the Sydney newspapers and in one Maitland newspaper (if any there be) at least forty days before the commencement of the formation of such railway give notice that they intend to make the said railway between certain places therein to he specified according to a map or plan to be seen in the office of the said company at Sydney and at the offices of the said Clerks of Petty Sessions. 80. No advantage shall be taken of or against the company or any interruption be given to the making of such railway and other works on account of any omission misstatement or erroneous descrip- tion in the hook of reference but it shall be lawful for the company by themselves their deputies agents officers surveyors servants and workmen to enter into and upon and to take and use for the purposes of this Act any lands or grounds set out and described in the said map or plan notwithstanding any such omission misstatement or erroneous description in case it shall appear to any two Justices of the Peace acting for the district or place in which such lands or grounds shall be situated and be certified by writing under their hands that such error or omission proceeded from mistake. 81. For the purposes and subject to the provisions of this Act it shall be lawful for the company their successors deputies agents servants and workmen and all other persons by them authorized and they are hereby authorized and empowered to enter into and upon the lands and grounds of any person whatsoever and to survey and take levels of the same or any part thereof and to ascertain and stake or set out take and appropriate for the purposes herein mentioned such parts thereof as may be necessary and proper for the laying out making constructing and the convenient operation of the said railway and any extension or branch thereof and all other works matters and conveniences connected therewith as are hereby authorized to be made and in or upon such lands or any lands adjoining or contiguous thereto to bore dig cut trench embank and sough remove or lay take carry away and use any earth soil clay stone timber trees roots of trees beds of gravel or sand or any other materials or things which may he dug raised or obtained therein or otherwise in making the said railway and other works or any lands contiguous or adjoining thereto and which may be proper or necessary for making maintaining altering repairing or using any such railway and other works by this Act authorized or which may hinder prevent or obstruct the making maintaining alter- ing repairing or using the same respectively and it shall not be necessary for the company to make ¢ any previous agreement with or to apply for or obtain the previous consent of the owner or occupier of any such lands for any of the purposes aforesaid and also to make build erect or construct bank excavate cut and set up in upon across under or over any such railway or other works or upon any lands streets hills valleys roads rivers canals brooks streams or other waters adjoining the same such and so many inclined planes tunnels embankments aqueducts bridges roads ways passages conduits drains piers arches deep cuttings and fences as the company shall think proper and also to alter the course 1853. 17° VIC. , 305 Hunter River Railway Company. course of any rivers canals brooks streams or watercourses during such time as may be necessary for constructing tunnels bridges or passages over or under the same or for any other necessary purpose and also to divert or alter the course of any roads or ways or to raise or sink any and of roads &e. roads or ways in order the more conveniently to carry the same over or under or by the side of any such railway and to make drains or con- duits into through or under any lands adjoining such railway for the purpose of conveying water from or to the same and also in or upon such railway or any lands adjoining or near thereto to erect and make such ana toercet toll- toll and other houses warehouscs yards stations engines and other works houses warehouses and conveniences connected with such railway as the said company shall" think proper and also from time to time to alter repair and amend or dis- continuc the before-mentioned works or any of them and to substitute others in their stead and where any such railway shall pass through any wood lands or forests it shall be lawful for the company to fell or remove any trees standing thereon within the distance of one hundred yards from cither side of such railway which by their liability to be thrown down or from their falling may obstruct, or impair the said railway and also to enter upon and use any existing private road being power to use private a road gravelled or formed with stones or other hard materials and not ™4*- being an avenue or a planted or ornamental road or an approach to any mansion-house and generally to do and execute all other matters and things necessary or convenient for constructing maintaining altering or repairing and using such railways and other works by this Act authorized they the said company their agents servants and work- men doing as little damage as may be in the execution of the several powers to them hereby granted and the said company if required so to do making full satisfaction in manner hercinafter mentioned to the company to make owners or proprietors of and to all persons interested in any lands or fl satisfaction. hereditaments which shall have been taken used or injured for all damages to be by them sustained in or by the execution of all or any of the powers hereby granted and this Act shall be sufficient to indemnify the company and all other persons for what they or any of them shall do by virtue of the powers hereby granted subject nevertheless to such provisions and restrictions as are herein contained. 82. The lands to be taken or used for the linc of the railways Breadth of land to hereby authorized to be made shall not exceed one hundred yards in rane for the width except where a greater width shall be judged necessary for an approach to the railway or for wagons and other carriages to turn remain stand in lic or pass each other or for raising embankments for crossing valleys or low grounds or in cutting through high ground or for the erection or establishment of any fixed or permanent machinery toll-house warehouses wharf or other crections and buildings or for excavating removing or depositing carth or other materials Provided Proviso as to injuries always that nothing herein contained shall authorize the company or °°" "* any person acting under their authority to take injure or damage for the purposes of this Act any messuage dwelling-house or other per- manent building or the immediate appurtenances thereof without the consent in writing of the owner and occupier thereof respectively until after the expiration of six calendar months from the time the company shall have given notice to the owner of the same being required for the purpose of this Act as hereinaftcr mentioned. ; ; 88. If in the exercise of the powers hereby granted it be found Before roads inter: necessary to cross cut through raise sink or use any part of any road be substituted. whether carriage-road or horse-road either public or private so as to render it impassable for or dangerous or extraordinarily inconvenient to passengers or carriages or to the persons entitled to the use thereof the company shall before the commencement of any such operations cause a sufficient road to be made instead of the road to be interfered 2a - with Power to purchase lands by agreement. Provisoes as to sale and conveyance of land belonging to parties under dis- ability. Power to purchase lands for additional accommodation. 17° VIC. 1858. Hunter River Railway Company. with and shall at their own expense maintain such substituted road in a state as convenient for passengers and carriages as the road so interfered with or as nearly so as may be. 84. Subject to the provisions of this Act it shall be lawful for the company to agree with the owners of any lands by this Act authorized to be taken and which shall be required for the purposes of this Act and with all parties having any estate or interest in such lands or by this Act enabled to sell and convey the same for the absolute purchase for a consideration in money of any such lands or such parts thereof as they shall think proper and of all estates and interests in such lands of what kind soever. 85. It shall be lawful for all parties being seized possessed of or entitled to any such lands or any estate or interest therein to sell and convey or release the same to the company and to enter into all necessary agreements for that purpose and particularly it shall be lawful for all or any of the following parties so seized possessed or entitled as aforesaid so to sell convey or release (that is to say) all corporations tenants in tail or for life married women seized in their own right or entitled to dower guardians committees of lunatics and idiots trustees or feoffees in trust for charitable or other purposes executors and administrators and all parties for the time being entitled to the receipt of the rents and profits of any such lands in possession or subject to any estate in dower or to any lease for life or for lives and years or for years or any less interest and the power so to sell and convey or release as aforesaid may lawfully be exercised by all such parties other than married women entitled to dower or lessees for life or for lives and years or for years or for any less interest not only on behalf of themselves and their respective heirs executors adminis- trators and successors but also for and on behalf of every person entitled in reversion remainder or expectancy after them or in defea- sance of the estates of such parties and as to such married women whether they be of full age or not as if they were sole and of full age and as to such guardians on behalf of their wards and as to such com- mittees on behalf of the lunatics and idiots of whom they are the committecs respectively and that to the same extent as such wives wards lunatics and idiots respectively could have exercised the same power under the authority of this Act if they had respectively been under no disability and as to such trustees executors and administrators on behalf of their cestuique trusts whether infants issue unborn lunatics femes covert or other persons and that to the same extent as such cestuique trusts respectively could have exercised the same powers under the authority of this Act if they had respectively been under no disability. 86. It shall be lawful for the company in addition to the lands authorized to be compulsorily taken by them as aforesaid to contract with any party willing to sell the same for the purchase of any lands for the purpose of making and providing additional stations yards wharves stellings and places for the accommodation of passengers and for receiving depositing and loading or unloading goods or cattle to be conveyed upon the railway or along any canals constructed by the company and for the erection of weighing machines tolls houses and other buildings and conveniences and for any other purpose that may be deemed requisite or convenient for the use of the railway or for the general promotion of the objects of the company in connection with the undertaking or the works hereby authorized and it shall be lawful for all parties who under the provisions hereinbefore contained would be enabled to sell and convey lands to sell and convey the lands so authorized to be purchased for the last-mentioned purposes. 87. 1853. 17° VIC. 307 87. It shall be lawful for the company to sell the lands which authority to sell they have so acquired for extraordinary purposes as aforesaid or any S00 lenis int te part thereof in such manner and for such considerations and to such persons as the company may think fit and again to purchase other lands for the like 'purposes and afterwards sell the same and so from time to time but the total quantity of land to be held at any one time by the company for the purposes aforesaid shall not execed two hundred acres. 88. When the company shall have made and completed the Notice of lands map or plan and book of reference hereinbefore required to be made aways for the they shall give notice of the lands taken ascertained set out and required for the said railwa'y to all the partics interested in such land or to the parties enabled by this Act to sell and convey or release the same or such of the said parties as shall after diligent inquiry be known to the company and by such notice shall demand from such parties the particulars of their estate and interest in such lands and of the claims made by them in respect thereof and every such notice shall state the particulars of the lands so taken sect out or required as aforesaid and that the company are willing to treat for the purchase of such of the said lands as the company are not by this Act authorized to take without the previous consent of the owner and as to the com- pensation to be made to all parties for the lands taken and the damage that may be sustained by them by reason of the execution of the works. 89. All notices required to be served by the company upon the Service of notices on parties interested in or entitled to scll any such lands shall either be oPimas. served personally on such parties or left at their last usual place of abode (if any such ean after diligent inquiry be found) and in case any such parties shall be absent from the Colony or cannot be found after diligent inquiry shall be left with the occupier of such lands or if there be no such occupier shall be affixed upon some conspicuous part of such lands. 90. If any such party be a corporation aggregate such notice Service of notice on . . soe . vA . . corporation aggre- shall be left at the principal office of business of such corporation or gate, if no such office can after diligent inquiry be found shall be served on some principal member or officer (if any) of such corporation and such notice shall also be left. with the occupier of such lands or if there be no such occupicr shall be affixed upon some conspicuous part of such lands. 91. If for twenty-one days after the service of such notice any I¢ parties fail to treat such party shall fail to state the particulars of his claim in respect of ore torbe settled any such land or to treat with the company in respect thereof or if as after mentioned. such party and the company shall not sgrce as to the amount of the compensation to be paid by the company for the interest in such lands belonging to such party or which he is by this Act enabled to scll or for any damage that may be sustained by him by reason of the exceution of the works the amount of such compensation shall be settled in the manner hereinafter provided for scttling cases of disputed compensation Provided that if no claim shall be made within twelve months after such notice as aforesaid by the party entitled to make such claim the same shall be deemed to have been waived and abandoned. 92. The purchase money or compensation to be paid for any Amount af compen- lands to be purchased or taken from any party under any disability or fained by arbitration incapacity and not having power to sell or convey such lands except in case of parties under the provisions in this Act contained and the compensation to be y paid for any permanent damage or injury to any such lands shall not be less than shall be determined by arbitrators appointed in the manner hereinafter provided. 98. 308 17° VIC. 1853. Hunter River Railway Company. Disputes as to com- 93. In all cases where any difference shall arise or if no agrec- Piticl by adatra. ment can be come to between the company and the owners of any tora, lands or of any interest in any such lands taken or required for or injuriously affected by the works of the said railways or any works connected therewith or by the execution of any of the powers hereby granted (including among such owners all parties by this Act enabled to sell or convey lands) as to the value of such lands or of any interest therein as to the compensation to be made in respect thereof the amount of compensation to be paid by the company in every such case shall be settled by arbitrators in manner hereinafter mentioned. Appointment of 94. When any question of disputed compensation or any dis- arbitrators. pute or other matter authorized or directed by this Act to be settled by arbitration shall have arisen then unless both parties shall concur in. the appointment of a single arbitrator each party on the request of the other party shall nominate and appoint an arbitrator to whom such dispute or other matter shall be referred and every appointment of an arbitrator shall be made on the part of the company under their com- mon scal and on the part of any other party under the hand of such party or if such party be a corporation aggregate under the common seal of such corporation and such appointment shall be delivered to the arbitrator or arbitrators and shall be deemed a submission to arbi- tration on the part of the party by whom the same shall be made and after any such appointment shall have been made neither party shall have power to revoke the same without the consent of the other nor shall the death of either party operate as a revocation and if for the spacc of fourteen days after any such dispute or other matter shall have arisen and after a request in writing in which shall be stated the matter so required to be referred to arbitration shall have been served by the one party on the other party to appoint an arbitrator such last-mentioncd party fail to appoint such arbitrator then upon such failure the party making the request and having himself appointed an arbitrator may appoint such arbitrator to act on behalf of both parties and such arbitrator may procced to hear and determine the matters which shall be in dispute and in such case the award or determination of such single arbitrator shall be final and conclusive. Lacancy of arbitra. 95. If before the matter so referred shall be determined any onvonesPPYS" arbitrator appointed by cither party die or become incapable or refuse or for fourteen days neglect to act as arbitrator the party by whom such arbitrator was appointed may nominate and appoint in writing some other person to act in his place and if for the space of seven days after notice in writing from the other party for that purpose he fail to do so the remaining or other arbitrator may proceed alone and every arbitrator so to be substituted as aforesaid shall have the same powers and authorities as were vested in the former arbitrator at the time of such his death refusal neglect or disability as aforesaid. Appointment of 96. Where more than one arbitrator shall have been appointed mupire. such arbitrators shall before they enter upon the matters referred to them nominate and appoint by writing under their hands an umpire to decide any matters on which they shall differ or which shall be referred to him under the provisions of this Act and if such umpire shall dic or refuse or for seven days neglect to act after being called upon to do so by the arbitrators they shall forthwith after such death refusal or neglect appoint another umpire in his place and the decision of every such umpire on the matters so referred to him shall be final. One of the Judges of 97. If in either of the cases aforesaid the arbitrators shall refuse pode Haniel or shall for seven days after request of either party to such arbitration on neglect. neglect to appoint an umpire it shall be lawful for any of the Judges of the Supreme Court on the application of either party to such arbitration to appoint an umpire and the decision of such umpire on the 1858. 17° VIC. 309 Hunter River Railway Company. the matters on which the arbitrators shall differ or which shall be referred to him under this Act shall be final. 98. If when a single arbitrator shall have been appointed suchi In case of death of arbitrator shall dic or become incapable or shall refuse or for fourteen satire meat pie days neglect to act before he shall have made his award the matters sv. referred to him shall be determined by arbitration under the provisions of this Act inthe same manner as if such arbitrator had not been appointed. 99. If where more than one arbitrator shall have been appointed If either arbitrator : . . 5 refuse to act the either of the arbitrators refuse or for seven days neglect to act the other to proceed other arbitrator may proceed alone and the decision of such other 7. arbitrator shall be as effectual as if he had been the single arbitrator appointed by both parties. 100. If where more than one arbitrator shall have been appointed If arbitrators fail to and where neither of them shall refuse or neglect to act as aforesaid arg thei award within twenty-one such arbitrators shall fail to make their award within twenty-one days days the matter to after the day on which the last of such arbitrators shall have been £° ' te wie. appointed or within such extended time (if any) as shall have been appointed for that purpose by both of such arbitrators under their hands the matters referred to them shall be determined by the umpire to be appointed as aforesaid. 101. The said arbitrators or their umpire may call for the pro- power of arbitrators duction of any documents in the possession or power of cither party t call for hooks &e. which they or he may think necessary for determining the question in dispute and may examine the parties or their witnesses on oath and administer the oaths necessary for that purpose. 102. Before any arbitrator or umpire shall enter into the con- Arbitrator or umpire sideration of any matters referred to him he shall in the presence of a for futhfal divehares Justice of the Peace make and subscribe the following declaration of duty. (that is to say)— « T A.B. do solemnly and sincerely declare that I will faithfully "and honestly and to the best of my skill and ability hear "and determine the matters referred to me under the " provisions of the Act passed to establish and incorporate * the Hunter River Railway Company. * AB. " Made and subscribed in the presence of nae And such declaration shall be annexed to the award when made and if Penalty for miscon+ any arbitrator or wmpire having made such declaration shall wilfully "* act contrary thereto he shall be guilty of a misdemeanor. 103. All the costs of any such arbitration and incident thercto to Costs of arbitration be settled by the arbitrators shall be borne by the company unless the bow tobe home. arbitrators shall award the same ora less sum than shall have been offered by the company in which case cach party shall bear his own costs incident to the arbitration and the costs of the arbitrators shall be borne by the parties in equal proportions unless the amount awarded shall be one-fourth less than the amount claimed in which case the whole costs shall be paid by the claimant Provided that if either party shall be dissatisfied with the costs allowed by the arbitrators as aforesaid the costs may be taxcd by the Prothonotary or other proper officer of the Supreme Court and the amount allowed by such officer shall be the amount of costs to be paid. 104. The arbitrators shall deliver their award in writing to the Award tobe company and the company shall retain the same and shall forthwith compa the said on demand at their own expense furnish a copy thereof to the other party and shall at all times on demand produce the said award and allow the same to be inspected or examined by such party or any person appointed by him for that purpose. 105. The submission to any such arbitration may be made a Submission may be rule of the Supreme Court on the application of either of the parties. "°°" °°" 106. 310 17° VIC. 1853. Hunter River Railway Company. Award not void 106. No award made with respect to any question referred to fom. arbitration under the provisions of this Act shall be set aside for irregularity or error in matter of form. Compensation to 107. The purchase money or compensation to he paid for any bsent parties to b determined bya lands to be purchased or taken by the company from any party who able hata fevtaa by reason of absence from the Colony is prevented from treating or who cannot after diligent inquiry be found and the compensation to be paid for any permanent injury to such lands shall be such as shall be determined by the valuation of a surveyor nominated for that purpose as hereinafter mentioned. Two Justices to 108. Upon application by the company to two Justices and nominate a surveyor. ' upon such proof as shall be satisfactory to them that any such party is by reason of absence from the Colony prevented from treating or cannot after diligent inquiry he found such Justices shall by writing under their hands nominate an able practical surveyor for determining such compensation as aforesaid and such surveyor shall determine the same accordingly and shall annex to his valuation a declaration in writing subscribed by him of the correctness thereof. Surveyor to make a 109. Before such surveyor shall enter upon the duty of making faithful discharge of such valuation as aforesaid he shall in the presence of such Justices duties. or one of them make and subscribe the declaration following at the foot of such nomination (that is to say)— " T A. B. do solemnly and sincerely declare that I will faith- " fully impartially and honestly according to the best of "my skill and ability execute the duty of making the * valuation hereby referred to me. "A.B. " Made and subscribed in the presence of . Ponalty for mis: And if any surveyor shall corruptly make such declaration or having : made such declaration shall wilfully act contrary thereto he shall be guilty of a misdemeanor and the said nomination and declaration shall Valuation tobe —_ be annexed to the valuation to be made by such surveyor and shall be shveredcomPsn¥- delivered to the company to be kept for the purpose and in the manner hercinbefore provided in case of awards and all the expenses of and incident to every such valuation shall be borne by the said company. " Purchase money and 110. In estimating the purchase money or compensation to be be estimated. paid by the company in any of the cases aforesaid regard shall be had by the arbitrators or surveyors as the case may be not only to the value of the land to be purchased or taken by the company but also to the damage (if any) to be sustained by the owner of the lands by reason of the severing of the lands taken from the other lands of such owner or otherwise injuriously affecting such other lands by the exercise of the powers of this Act and the said arbitrators and surveyors in assessing such compensation are authorized and empowered and shall take into consideration the enhancement in value of the adjoining land belonging to the party to whom compensation is to be made by the increased facilities of access to the different stations and termini of the said railways or otherwise by reason of the making of such railways in reduction of such compensation. Company to pay hi 111. In all cases where compensation shall be determined as fontaine "ie" aforesaid the directors shall at the next half-yearly meeting of the next halfycarly — company lay before the company the said valuation and the company g. : : : : is hereby required to pay the amount of the said compensation to the party lawfully entitled thereto or to his agent duly authorized in his behalf within fourteen days next after such half-yearly meeting of the company and demand of the same. Purchase money pay- 112. If the purchase money or compensation which shall be disability amounting payable in respect of any lands or any interest therein purchased or to £200 tobe de- = taken by the company from any corporation tenant for life or in tail posited in the bank. « * e ied marrie 1853. 17° VIC. dll Hunter River Railway Company. marricd woman scized in her own right or entitled to dower guardian committee of lunatic or idiot trustee executor or administrator or person having a partial or qualified interest only in such lands and not entitled to sell or convey the same except under the provisions of this Act or the compensation to be paid for any permancnt damage to any such lands amount to or exceed the sum of two hundred pounds the same shall be paid into the hands of the Master in Equity to be by him deposited in one of the banks in the city of Sydney to the account there of such Master in Equity ex parte "The Hunter River Railway Company" in the matter of A. and B. (the party entitled) pursuant to the method prescribed by any Act or by any rules for the time being in force for regulating moneys paid into the Supreme Court in its equitable jurisdiction and such money shall remain so deposited until the same be applicd to some one or more of the following pur- Application of poses (that is to say) in the redemption of the quit rent or the dis- moneys deposited. charge of any debt or incumbrance affecting the land in respect. of which such money shall have been paid or affecting other lands settled therewith to the same or the like uses trusts or purposes or in the purchase of other lands to be conveyed limited and settled upon the like uses trusts and purposes and in the same manner as the lands in respect of which such money shall have been paid stood settled or if such money shall be paid in respect of any buildings taken under the authority of this Act or injured by the proximity of the works in removing or replacing such buildings or substituting others in their stead in such manner as the Supreme Court or the Primary Judge in Equity shall direct or in payment to any party becoming absolutely entitled to such money. 113. Such money may be so applied as aforesaid upon an order Order for application of the said Court or the Primary Judge in Equity made on the petition 24 nystment of the party who would have heen entitled to the rents and profits of the lands in respect of which such money shall have been deposited and until the money can be so applied it may upon the like order be invested by the said Master in Equity in the purchase of shares in the company hereby incorporated or in the company incorporated by the name of the Sydney Railway Company or in Government or real securities and the interest dividends and annual proceeds thereof paid to the party who would for the time being have been entitled to the rents and profits of the lands. 114. If such purchase money or compensation shall not amount sums from £20 to to the sum of two hundred pounds and shall exceed the sum of twenty sepa to trenton pounds the same shall cither be paid into the bank and applied in the manner hereinbefore directed with respect to sums amounting to or excceding two hundred pounds or the same may lawfully be paid to two trustecs to be nominated by the partics entitled to the rents or profits of the lands in respect whereof the same shall be pay- able such nomination to be signified by writing under the hands of the party so entitled and in case of the coverture infancy lunacy or other incapacity of the partics entitled to such moneys such nomina- tion may lawfully be made by their respective husbands guardians committees or trustees but such last-mentioned application of the moneys shall not be made unless the company approve thercof and of the trustecs named for the purpose and the money so paid to such trustees and the produce arising therefrom shall be by such trustces applied in the manner hereinbefore directed with respect to moncy paid into the bank but it shall not be necessary to obtain any order of the Court for that purpose and if such moneys shall not exceed the Sums not execeding sum of twenty pounds the same shall be paid to the parties entitled sorta pattie to the rents and profits of the lands in respect whereof the same shall be payable for their own use and benefit or in case of coverture infancy Payments under this Act sufficient dis- charge to the com- pany. Form of convey- ances, Costs of convey- wices, Taxation of costs of conveyances, Lands taken in pur- suance of this Act to vest in company without conveyance. 17° VIC. 1858. unter River Railway Company. infancy lunacy or other incapacity of such parties then such moncy shall be paid for their use to the respective husbands guardians com- mittces or trustees of such persons. 115. All payments which shall be made by the company in any of the cases aforesaid to the parties entitled under this Act to receive the same shall be a good and valid discharge to the company and they shall not be bound or required to see to the application of any of the moneys paid to the Master in Equity or other person by virtue hercof or to see to the performance of any trusts. 116. Conveyances of lands to be purchased or taken under the provisions of this Act may be according to the form in the Schedule D to this Act annexed or as near thereto as the circumstances of the case will admit or by deed in any other form which the company may think fit and all conveyances made according to the form in the said Schedule or as near thereto as the circumstances of the case will admit shall be effectual to vest the lands thereby conveyed in the company and shall operate to merge all terms of years attendant by express declaration or by construction of law on the estate or interests so thereby conveyed and to bar and to destroy all such estates tail and all other estates rights titles remainders reversions limitations trusts and intents whatsoever of and in the lands comprised in such convey- ances which shall have been purchased or compensated for by the con- sideration therein mentioned but although terms of years be thereby merged they shall in equity afford the same protection as if they had been kept on foot and assigned to a trustee for the company to attend the reversion and inheritance. 117. The costs of all such conveyances shall be borne by the company and such costs shall include all charges and expenses incurred on the part as well of the seller as of the purchaser of all conveyances and assurances of any such lands and of any outstanding terms or interests therein and of deducing evidencing and verifying the title to such lands terms or interests and of making out and furnishing such abstracts and attested copies as the company may require and all other reasonable expenses incident to the investigation deduction and verification of such title. 118. If the company and the party entitled to any such costs shall not agree as to the amount thereof such costs shall be taxed by the Master in Equity or other proper officer of the Supreme Court upon the application of either party and the company shall pay what the said Master or other proper officer shall certify to be due in respect of such costs to the party entitled thereto or in default thereof it shall be lawful for any Judge of the Supreme Court to make an order for the payment of the same and the said costs may be recovered in the same way as any other costs payable under an ordcr of the said Court or a Judge thereof and the expense of taxing such costs shall be borne by the company unless upon such taxation one-sixth part of the amount of such costs shall be disallowed in which case the costs of such taxa- tion shall be borne by the party whose costs shall be so taxed and the amount thereof shall be ascertained by the said Master or other proper officer and deducted by him accordingly in his certificate of such taxation. 119. Provided always that after any lands which the company are by this Act authorized to take shall have been set out ascertained and appropriated for the purposes of this Act such lands and the fee simple and inheritance thereof together with the yearly profits thereof and all the estate use trust and interest of every person therein shall thenceforth be vested in and become the sole property of the company to and for the purposes of this Act for ever and it shall not be necessary for the company to obtain a conveyance from the owner of or any person interested in such lands. 120. 1853. 17° VIC. TTunter River Railway Company. 120. Before the company shall use any such lands for any of the purposes aforesaid they shall if required so to do by the owner or occupier thereof separate the same by a sufficient fence from the lands adjoiming thereto with such gates as may be required by the owner or occupier for the convenient occupation of such lands and shall also to all private roads used by them as aforesaid put up fences and gates in like manner in all cases where the same may be necessary to prevent the straying of cattle from or upon the lands traversed by such roads md in case of any difference between the owners or oecupicrs of such roads and lands and the company as to the necessity for such fences and gates such fences and gates shall be put up by the company as any two Justices of the Peace shall deem necessary for the purposes aforesaid on application being made to them. 121. If the line of the Yailway ¢ cross any public highway or parish road then cither such road shall be carried' over the 'vailway or the railway shall be carried over such road by means of a bridge of the height and width and with the ascent or deseent by this Act in that behalf provided and such bridge with the immediate approaches and all other necessary works connected therewith shall be executed and at all times thereafter maintained at the expense of the company provided always that with the consent of two or more Justices in Petty Sessions as after mentioned it shall be lawful for the company to carry the railway across any highway on the level. 122. If the railway cross any public highway or parish road on. a level the company shall crect and at all times maintain good and sufficient gates across such road on each side of the railway where the same shall communicate therewith and shall employ proper persons to open and shut such gates and such gates shall be kept constantly closed across such roads on both sides of the railw: ay except during the time when horses cattle carts or carriages passing along the same shall have to cross such railway and such gates shall 'he of such dimensions and so constructed as when closed to fence in the railwi ay and prevent cattle or horses passing along the road from entering upon the railway and the person intrusted with the care of such gates shall cause the same to be closed as soon as such horses cattle carts or carriages shall have passed through the same under a penalty of forty shillings for every default therein Provided always that it shall be lawful for the Government Inspector of Railways s (if any) in any case in which he is satisfied that it will be more conducive to the public safety that the gates on any level crossing over any such road should be kept closed across the railway to order that such gates shall be kept so closed instead of across the road and in such case such gates shall be kept constantly closed across the railway execpt when engines or carriages passing along the railway shall have occasion to cross such road in the same manner and under the like penalty as above directed with respect to the gates being kept closed across the road. 123. In case of accidents or slips happening or being appre- hended to the cuttings embankments or other works of the said railwe ay it shall be lawful for the company and their workmen and servants to enter upon the land adjoining thereto at any time whatsoever for the purpose of repairing or preventing such accidents and to do such works as may be necessary for the purpose but in every such case the com- pany shall within forty-eight hours after such entry make a report to the Government Inspector. of Railways if any and if not then to the nearest Bench of Magistrates specifying the nature of such accident r apprehended accident and of the works necessary to be done and sich powers shall cease and determine if the said Government Inspee- tor or Bench of Magistrates shall after considering the said report certify that their exercise is not neccssary for the publie safety Provided also that such works shall be as little injurious to the said [> « eo ee 2k adjoining Company to separate the lands before using them, Crossing of roads. Provisions in cases where roads crossed on a level, Power for railway companies to enter upon adjoining lands to repair accidents subject to certain restrictions. nen a Construction of bridges over roads. Construction of bridges over railroad. The width of the bridges need not excecd the width of 17° VIC. 1853. Hunter River Railway Company. adjoining lands as the nature of the accident or apprehended accident will admit of and shall be executed with all possible dispatch and full compensation shall be made to the owners and occupiers of such lands for the loss or injury or inconvenience sustained by them respectively by reason of such works the amount of which compensation in case of any dispute about the same shall be settled in the same manner as cases of disputed compensation in other cases under this Act and pro- vided also that no land shall be taken permanently for any such works otherwise than is herein provided with respect to the lands originally taken for the purpose of making the said railway. 124. Every bridge to be erected for the purpose of carrying the railway over any road shall be built in conformity with the following regulations (that is to say)— The width of the arch shall be such as to leave thereunder a clear space of not less than thirty-five feet if the arch be over a public highway and of twenty-five feet if over a parish road and of twelve feet if over a private road. The clear height of the arch from the surface of the road shall not be less than sixteen fect for a space of twelve feet if the arch be over a turnpike road and fifteen feet for a space of ten fect if over a public carriage road and in each of such cases the clear height at the springing of the arch shall not be less than twelve feet the clear height of the arch for a space of nine feet shall not be less than fourteen feet over a private road. The descent made in the road in order to carry the same under the bridge shall not be more than one foot in thirty feet if the bridge be over a public highway one foot in twenty feet if over a parish road and one foot in sixteen feet if over a private road not being a tramroad or railroad or if the same be a tramroad or railroad the descent shall not be greater than the ruling gradient of such tramroad or railroad. 125. Every bridge crected for carrying any road over the railway shall be built in conformity with the following regulations (that is to say)— There shall be a good and sufficient fence on each side of the bridge of not less height than four feet and on each side of the immediate approaches of such bridge of not less than three feet. The road over the bridge shall have a clear space between the fences thereof of thirty-five feet if the road be a public highway and twenty-five feet if a parish road and twelve feet if a private road. The ascent shall not be more than onc foot in thirty feet if the road be a turnpike road one foot in twenty fect if a parish road and one foot in sixteen feet if a private road not being a tramroad or railroad or if the same be a tramroad or railroad the ascent shall not be greater than the ruling gradient of such tramroad or railroad. 126. Provided always that in all cases where the average ; available width for the passage of carriages of any existing road the road in certain Within fifty yards of the points of crossing the same is less than the Cases. width hereinbefore prescribed for bridges. over or under the railway the width of such bridges need not 'be greater than such average available width of such roads but so nevertheless that such bridges be not of less width in case of a public highway or parish road than twenty feet Provided also that if at any time after the construction of the railway the average available width of any such road shall be increased 1853. 17° VIC. Hunter River Railway Company. inereased beyond the width of such bridge on either side thereof the company shall be bound at their own expense to increase the width of the said bridge to such extent as they may be required by the trustees or surveyors of such road not exceeding the width of such road as so widened or the maximum width herein presented for a bridge in the like ez se or over or under the railway. Provided also That if the mesne inclination of any road Rsisting inclination within it hundred and fifty yards of the point of crossing the same altered or for which another road shall be substituted shall be steeper than the inclination hereinbefore required to be preserved by the company then the company may carry any such road over or under the railway or may construct such altered or substituted road at an inclination not steeper than the said mesne inclination of the road so to be crossed or of the road so requiring to be altered or for which another road shall be substituted. of roads crossed or diverted need not be or the inclination of such portion of any road as may require to De improved. 128. The company shall make and at all times thereafter works for benefit of maintain the following works for the accommodation of the owners ower and occupiers of lands adjoining the railway (that is to say)— Such and so many convenient gates bridges arches culverts and Gates bridges &. passages over under or by the sides of or leading to or from the railway as shall be necessary for the purpose of making good any interruptions caused by the railway to the use of the lands through which the railway shall be made and such works shall he made forthwith after the part of the railway passing over such lands shall have been laid out or formed or during the formation thereof Also sufficient posts rails hedges ditches mounds or other Fences. fences for separating the land taken for the use of the railway from the adjoining lands not taken and protecting such lands from trespass or the cattle of the owners or occupiers thereof from straying thereon by reason of the railway together with all necessary gates made to open towards such adjoining lands and not towards the railway -and all necessary stiles and such posts rails and other fences shall be made forthwith after the taking of any such lands if the owners thereof shall so require and the said other works as soon as conveniently may be Also all necessary arches tunnels culverts drains or other Pras: passages either over or under or by the sides of the railway of such dimensions as will be suflicient at all times to convey the water as clearly from the lands lying near or afiected by the railway as before the making of the railway or as nearly so as may be and such works shall be made from time to time as the railway works proceed Also proper watering places for cattle or compensation in licu Watering places, thereof where by reason of the railway the cattle of any person occupying any lands lying near thereto shall he deprived of access to their former watering places and such watering places shall be so made as to he at all times sufficiently supplied with water as therctofore and as if the railway had not been made or as nearly so as may be and the company shall make all necessary watercourses and drains for the purpose of conveying water to the said watering places Provided always that the company shall not be required to make such accommodation works in such a manner as would prevent or obstruct. the working or using of the railway nor to make any accommodation. works with respect to which the owners and occupiers of the lands shall Penalty on persons omitting to tasten gates. Power to raise a further sum amongst sharcholders or by the admission of new subscribers. Pre-emption to pro- prietors of original shares. After pre-emption had by original pro- prictors new shares to be disposed of by the directors, Proprictors may raise an additional sum if necessary by mortgage. 17° VIC. Hunter River Railway Company. 1853. shall have agreed to receive and shall have been paid compensation instead of the making them 129. If any person omit to shut and fasten any gate set up at cither side of the railway for the accommodation of the owners or occupiers of the adjoining lands as soon as he and the carriage cattle or other animals under his care have passed through the same he shall forfeit for every such offence any sum not exceeding forty shillings. 130. It' shall be lawful for the company by the 'order of any general mecting to raise any further sum or sums of moncy not: execeding altogether four hundycd thousand pounds in addition to the said capital of one hundred thousand pounds for executing completing and maintaining the railway and other works hereby authorized and the company are hereby authorized and empowered to raise any such further sum or sums by contribution amongst themselves or by the admission of other persons or subscribers to the company and by issuing new shares of five pounds each to such contributors or subscribers but. so that each contributor or subscriber shall not pay a less price than five pounds for cach new share and all such new shares shall he personal estate and be transmissible accordingly and cvery person who shall contribute and pay upon or in respect of such new shares or who may become entitled thereto and their several and respective successors exceutors administrators and assigns shall be and are hereby declared to be owners or proprictors of shares in the company and shall become united to and incorporated with the company. 181. Provided always that when and as from time to time the directors of the company shall determine to issue new shares under the provisions of this Act they shall by a circular letter to be sent. by post or otherwise and addressed to cach of the then proprictors of the present shares in the company signify the number of new shares proposed to he issued and the lowest price intended to be taken for the same respectively and the proprictors of such present shares shall within a period to be stated in such circular letter but not less than thirty days from the sending thereof be entitled to the option of taking all or any of such shares so to be newly erecated in preference to any other person and that such of the said proprictors of present shares who within such period of thirty days may signify in writing to the manager or clerks of the company to be addressed to and left for them at the office of the company their desire to partake in the distribution of such new shares shall as between themselves be entitled to have so many of such newly created shares allotted to them respectively as shall be in proportion to the number of present shares in the under- taking then belonging to them respectively. 32. In case any proprictor of present shares in the undertaking shall not within the period to be fixed for such purpose by the directors of the company (and which shall not be less than thirty days) pay the price or deposit to be required on any newly-created shares to be allotted to him then and without prejudice to the remedics of the company against any such pro neglect to pay in 'his newly created s directors to allot any such shares to victor or subscriber who shall zares it shall be lawful to the any other proprictor or person whomsoever at such price for cach such share as the directors may think proper. but not less than five pou 133. In case at any time it sha company to raise any sum or sums of nds for the same respectively. | be thought expedient by the money by way of loan it shall be lawful for the company by any order of any general meeting of the company to borrow and take up at interest in 'addition to the moncy which the company are authorized by the cleventh clause of this Act to receive in advance from the shareholders any such sum as to them shall seem meet and convenient not exceeding at any time one-third of 1853. 17° VIC. Hunter River Railway Company. of the amount of the capital of the company then actually paid up and the company or the directors of the company after an order shall have been made for that purpose by any general meeting are hereby authorized and empowered to mortgage or assign the property of the company and the rates arising or to arise by virtuc of this Act or any put thereof (the costs and charges of assigning the same to be paid out of the said vates) as a security for any such sum of moncy to be borrowed as aforesaid with interest to such person or to his trustee as shall advance the same all which said mortgages or assignments shall be made under the common seal of the company and in the form or to the effect in Schedule to this Act annexed and shall operate to charge the property and rates which may be acquired by the company or which may arise after the date of such mortgage or assign- ment as well as the property and rates possessed by the company or which may have arisen at the date of such mortgage or assignment any rule of law to the contrary thereof notwiths every the persons to whom such mortgages ora made shall be equally entitled one with the other of the said rates and premises according to the res mortgages or assignments mentioned to be ady preference by reason of the priority of date of an assignment or any other account whatsocyer and a of every such mortgage or assignment containing thereof and the names of the persons with the whom the same shall have been made and of ih entry or memoria anding and all and ssigninents shall he to their proportions vective sums in such anced without any y such morteage or he number and date proper additions t« the sum borrowec togcther with the rate of interest to be paid thereon shall within fourteen days next after the date thereof be entered in a book to he kept by the clerk or other officer of the company which said book shal and may be perused at all reasonable times by any of the proprictors or ereditors of the company or other persons interested therein without. fee or reward. 134. Every person to whom any such mortgage or assignmen shall have been made as aforesaid or who shall be entitled to the money due thereon shall and may from time to time transfer his right and interest therein to any person whomsoever which transfer shall or may be in the form or to the cflect in Schedule F to this Act annexcc and every such transfer shall within twenty-cight days after the date thereof be produced to the manager or secretary of the company who shall cause an entry or memorial to be made thereof in the same manner as the original mortgages or assignments for which the said seeretary shall he paid the sum of two shillings and sixpence and after such entry made every transfer shail entitle such assignee his execu- tors administrators and assigns to the full benefit thereof and payment thereon and it shall not be in the power of any person. who shall have made such transfer to make void release or discharge the same or any sum of money thereon due or thereby secured or any part thereof. 135. The interest of the money which shall be raised by mort- gage as aforesaid shall be paid half-yearly to the several persons entitled thereto in preference to any interest or dividends due or payable by virtue of this Act to the sharcholders or any of them and shall from time to time be fully paid and discharged or provided for before the yearly or other interest or dividends due to the sharcholders or any of them shall be paid made or provided and in case the same or any part thereof shall be behind and unpaid by the space of twenty- one days next after the same shall have become due and payable as aforesaid and the same shall not be paid within seven days next after demand thereof in writing shall have been mado to the company or left at the office of the company it shall be lawful for two or more Justices of the Peace acting in and for the city of Sydney aforesaid and Mortgage may he transferred. Interest of money borrowed to be paid in preference to dividends. 318 17° VIC. 1853. Hunter River Railway Company. and they are hereby required on request to them made by or on behalf of any mortgagee whose interest shall be so in arrear by an order under their hands to appoint one or more person or persons to receive the whole or such part of the said rates as are liable to pay such interest so due and unpaid as aforesaid and the moncy so to be received by such person or persons is hereby declared to be so much money received by or to the use of the person to whom such intcrest shall be then due until the same together with the costs and charges of recovering and receiving the vates shall be fully satisfied and paid and after such interest and costs shall have been paid and satisfied the power and authority of such recciver and receivers for the purposes aforesaid shall ecase and determine or otherwise the said interest so due and unpaid as aforesaid may be sued for and recovered with costs by an action of debt in the Supreme Court. Mortgagees not to 186. No person to whom any such mortgage or assignment vote. shall be made or transferred as aforesaid shall be deemed a proprietor of any share or shall be capable of acting or voting by virtue of such mortgage or assignment either as principal or by proxy as such at any meeting of the company for or on account of his having lent or advanced any sum of money on the credit of any such mortgage or assignment. In case mortgages 187. In case the company shall raise any sum of money by paid off power to . : raisc the amount mortgage and shall afterwards be required or be desirous to pay off again. and shall pay off all or any part of the principal sum secured by such mortgage then and in every such case it shall be lawful for the com- pany and they are hereby authorized and empowered immediately or at any time or times thereafter again to raisc in licu of the principal money so paid off or to be paid oif by them so much and such sum of money as they shall from time to time have paid off or be required or be desirous to pay off to the holder of the mortgage or any part thereof and so from time to time as often as the same shall happen but so nevertheless that the mortgage debts of the said company shall not in any event exceed one-third of the amount of the capital of the company actually paid up. Company may mort- 188. In case Her Majesty's Government of the said Colony gage property and shall at any time enter into any agreement with the said company to as security for divi guarantec to the shareholders of the company the payment of any guaranteed by sum or sums of money cither as a dividend or as interest on the paid- overnment, up capital of the company or any part thereof at any vate to be agreed on between Her Majesty's said Government and the company it shall be lawful for the company (if 1ler Majesty's Government shall require the same) to assign or mortgage the property of the company and the rates arising or to arise by virtue of this Act or any part thereof as a security for any such sum or sums of money as shall be paid by the said Government to the sharcholders of the company in pursuance of sych guarantee and such assignment or mortgage shall operate to charge the property and rates which may be acquired by the company or which may arise after the date of 'such mortgage or assignment as well as the property and rates possessed by the com- pany or which may have arisen at the date of such mortgage or assignment any rule of law to the contrary thereof notw ithstanding. Sooner aised. 139. Ail the moneys to be raised by the company by virtue of this Act shall be laid out and applied in the first place for and towards the payment discharge and satisfaction of all costs charges and expenses incurred in applying for obtaining and passing this Act and of all other expenses preparatory or relating thereto and all the residue and remainder of such money shall be applied in and towards the purchasing of lands and grounds the making completing and maintaining of railways ways wharfs quays tunnels bridges and other works and all other the purposes of this Act. 140. 1853. 17° VIC. 319 Hunter River Railway Company. 140. And in consideration of the great charges and expenses Toll granted to the which the company must necessarily incur and sustain in making and porthtion of sivas maintaining the railway and other the works hereby authorized "to be seugersand property. made it shall be lawful for the company from time to time and at all times hereafter to ask demand take recover and receive to and for the use and benefit of the company a toll for and in respect of all passengers and property of every description which shall be conveyed or trans- ported upon such railways or any of their branches or in the carriages steamboats or vessels connected therewith as aforesaid at such rates per mile as shall be established from time to time by the dircetors of the company provided that the transport of persons and property the con- struction of cars and carriages the weight of loads and all other matters and things in relation to the use of such railways and their branches shall be in conformity to such rules regulations and provisions as the directors shall from time to time prescribe and dircct and that such railways and their branches may be used by any person or persons who may comply with such rules and regulations. 141. If the rates tolls or dues that may be established by the Scale of tolls may be company under and by virtue of this Act shall be found excessive it tatu. shall and may be lawful for the Legislature to reduce the said rates tolls or dues so that the same shall not produce to the company a greater rate of clear annual profits divisible upon the subscribed and paid-up capital stock of the company than fifteen pounds annually for every one hundred pounds of such capital. 142. In order that the true state of the company may be known punses and receipts it shall be the duty of the chairman and directors thereof to file in the to be fled in the oflice of the Colonial Sceretary of this Colony for the information. of Colonial Secretary's the Legislature thereof at the expiration of seven years after the said mation of the railway shall have been completed as aforesaid a just and true statc- Msislatue. ment and account of the moneys by them disbursed and laid out in making and completing the said railway and other works in manner aforesaid and also of the amount of tolls and revenues of the said railways and of the annual expenditure and disbursements in main- tainmeg and keeping up the same during the said seven years the said several accounts and statements to be signed by the accountant and countersigned by the chairman of the company and to be by such accountant verified by solemn declaration to be made before any one of Her Majesty's Justices of the Peace And provided also that. it shall be the duty of the said chairman and directors of the company once in each and every year after the expiration of the said seven years to file in the office of the said Colonial Sccretary for the informa- tion of the said Legislature a like statement signed by the accountant and countersigned by the chairman as aforesaid and verified as afore- said. 143. Whatever may be the rate of divisible profits on the said Right of purchasing railways and other works it shall be lawful for Her Majesty's Govern- appurtenariees ment of the Colony if it shall think fit subject to the provisions here- Mace fee inafter contained at any time after the expiration of the term of ment. twenty-one years from the passing of this Act to purchase the said railways and other works with all its hereditaments stock and appur- tenances in the name and on behalf of Her Majesty upon giving to the company three calendar months notice in writing of such inten- tion and upon payment of a sum equal to twenty-five years' purchase of the annual divisible profits estimated on the average of the seven then next preceding years Provided that if the average rate of profits Proviso for reference for the said seven years shall be less than the rate of fifteen pounds in ' *bitration. the hundred it shall be lawful for the company if they shall be of opinion that the said rate of twenty-five years' purchase of the said average profits is an inadequate rate of purchase of such railways and other 320 17° VIC. 1853. Hunter River Railway Company. other works and property reference being had to the prospects thereof to require that it shall be left to arbitration in case of difference to determine what (if any) additional amount of purchase moncy shall he paid to the company Provided also that such option of purchase shall not be exercised except with the consent of the company while any such reduced scale of tolls fares and charges as aforesaid shall be in force. De torwasted on ihe 144. It shall be lawful for the Postmaster General of this railway under the Colony acting for and on behalf of Her Majesty's Government by diveetion of the Post: notice in writing under his hand delivered to the company to require that the mails or post letter bags shall from and after a day to be named in such notice (being not less than twenty-eight days from the delivery thereof) be conveyed and forwarded by the company on their railways cither by the ordinary trains of carriages or by special trains as need may be at such hours or times in the day or night as the Post- master General shall direct together with the guards appointed and employed by the Postmaster General in charge thereof and any other officers of the Post Office and thereupon the company shall from and after the day named in such notice at their own costs provide sufficient carriages and engines on the said railways for the conveyance of such mails and post letter bags to the satisfaction of the Postmaster General and to receive and take up carry and convey by such ordinary or special train of carriages or otherwise as need may be all such mails or post letter bags as shall for that purpose be tendered to them or any of their officers servants or agents by any officer of the Post Office and also receive take up carry and convey in and upon the carriage or carriages carrying such mails or post letter bags the guards in charge thereof and any other officer of the Post Office and shall receive take up and deliver and leave such mails or post letter bags guards and officers at such places in the line of such railway or rail- ways on such days and such hours or times in the day or night and subject to all such reasonable regulations and restrictions as to speed of travelling places times and durations of stoppages and times of arrival as the Postmaster General shall in that behalf from time to time order Rate of speed not to OF direct Provided always that the rate of speed to be required shall be required toexceed in no case exceed the maximum rate of speed prescribed by the the maximum estab- 5. . : lished by the com- Cirectors for the conveyance of passengers by their first class trains pany. nor shall the company be responsible for the safe custody or delivery of any mail bags so sent. Compensation for 145. The company shall be entitled to such reasonable remu- ie Pet py aeae.' nevation to be paid by the Postmaster General for the conveyance of ment or arbitration. such mails post letter bags mail guards and other officers of the Post Office in manner required by such Postmaster Gencral or by such other officer of the Post Office as he shall in that behalf nominate as afore- said as shall (cither prior to or after the commencement of such service) be fixed an@ agreed on between the Postmaster General and the company or in case of difference of opinion between them the same shall be referred to the award of two persons one to be named hy the Postmaster General and the other by the company and if such two persons cannot agree on the amount of remuneration or compensation then to the umpirage of some third person to be appointed by such two first-named persons previously to their entering upon the inquiry and the said award or umpirage as the case may be shall be binding and conclusive on the said parties and their respective successors and assigns. Nomination of arbi- 146. In all references to be made under the authority of this trators and umpires. A ct the Postmaster General or the said company as the case may be shall nominate his or their arbitrator within fourteen days after notice from the other party or in default it shall be lawful for the arbitrator appointed 1853. 17° VIC. 321 Hunter River Railway ny Company. appointed by the party giving notice to name the other arbitrator and such arbitrators shall proceed forthwith in the reference and make their award therein within twenty-eight days after their appointment or otherwise the matter shall be left to be determined hy the umpire and if such umpire shall refuse or neglect to proceed and make his award for the space of twenty-cight days after the matter shall have been referred to him then a new umpire shall be appointed by the two first-named arbitrators who shall in like manner proceed and make his award within twenty-eight days or in default be superseded and so on foties quoties. 147. Whenever it shall be necessary for the public service Obligation to trans- to move any of the officers or soldiers of Ifer Majesty's forces of the port teers slong the line ordnance corps marines militia or police force by the said railway or any of the branches thereof the directors thereof shall and are hereby required to permit such forces respectively with their baggage stores arms ammunition and other necessaries and things to be conveyed at the usual hours of starting at such prices or upon such conditions as may from time to time be contracted for between the said Colonial Secretary or any officer duly authorized for that purpose and the company for the conveyance of such forces on the production of a route or order for their conveyance signed by the proper authorities. 118. The company on being required so to do by ILer Majesty's Obligation to permit Colonial Government shall be bound to allow every person or persons Se a ee aid duly authorized in that behalf with servants and workmen at all dovin by Her . : ajesty's Govern- reasonable times to enter into or upon the lands of the company and meat. to establish and lay down upon such lands adjoining the line of the said railway or any branches thereof a line of cleetrie telegraph for ter Majesty's service and to give to him and them every reasonable facility for laying down the same and for using the same for the purpose of receiving and sending messages on |] Tox Majesty's service subject to such reasonable remuneration to the company as may be agreed upon between the company and the said Government or in case of disagreement as may be settled by arbitration as aforesaid Provided always s that subject toa prior right of use thereof for the purposes of Her Majesty's service such telegraph may be used by the company for the purposes of the railway upon such terms as may be agreed upon between the parties or in the event of a difference as may be settled by arbitration as aforesaid. 149. It shall be lawful for the Governor from time to time to Government inspec- appoint any proper person to inspect and report on the railway stations {maybe is fae works and buildings of the company and the engines and carriages on railway &e. belonging thereto and such inspector shall together with such persons as he may bring to his assistance have free access to such railway stations works buildings engines and carriages and shall be permitted to examine the same as fully and together with such assistants as may be required for the purposes of the said inspection and report and if Penalty for obstruc- the company or any of its directors agents officers servants or workmen shall refuse to allow or shall hinder or obstruct any such inspection or examination by the person so appointed the company or any such director agent officer servant or workman shall for every such offence forfeit upon conviction before any two Justices of the Peace any sum not exceeding twenty pounds, 150. If any person shall throw any gravel stones or rubbish or Penalty on persons any matter or thing upon any part of the railw. ay to be made by virtue a at ilvay. of this Act or shall drive or permit to wander stray or be driven upon any such railway or the approaches thercto any horse ass sheep swine or other beast or cattle of any kind or shall wilfully obstruct hinder or prevent any person in the execution of this Act or shall do any other act matter or thing to obstruct the free passage of any such railway or 2s any Punishment of per- sons obstructing railway so as to endanger safety of persons conveyed. Punishment for destroying works &, Punishment of persons employed on railway guilty of misconduct. Penalty for obstruct- ing the officers of the said company or trespassing upon any railway. 17° VIC. 1853. Hunter River Railway Company. any part thereof every person so offending in any of the cases aforesaid shall forfeit and pay to the company for every such offence any sum not exceeding ten pounds and such penalty may be recovered before any two Justices of the Peace on complaint to them for that purpose exhibited by any person on behalf of the said company. 151. Every person who shall wilfully do or cause to be done any thing in such manner as to obstruct any engine or carriage using the said railway and to endanger the safety of persons conveyed in or upon the same shall be guilty of a misdemeanor and being convicted thercof shall be liable at the diserction of the Court before which he shall have been convicted to be imprisoned with or without hard labor for any term not cxeceding two years. 152. If any person shall wilfully or maliciously and to the prejudice of the company break injure damage throw down destroy steal carry or take away any part of the railway or other works to be made by virtue of this Act every such person shall be judged guilty of felony and every person so offending and being thereof lawfully convicted shall be liable at the discretion of the Court to be sentenced to hard labor on the roads or other public works of this Colony for any term not excceding fifteen years nor less than three years or to be imprisoned with or w ithout hard labor in any gaol or house of corree- tion for any period not exceeding three years. 158. It shall be lawful for any officer or agent of the company or for any special constable duly appointed and all such persons as they may call to their assistance to seize and detain any engine-driver wagon-driver guard porter servant or other person employed by the company or by any other company or person in conducting traffic upon the railway belonging to the company or in repairing and maintaining the works of the said railway who shall be found drunk whilst so employed upon the said railway or who shall commit any offence against any of the regulations or by-laws of the company or who shall wilfully maliciously or negligently do or omit to do any act whereby the life or limb of any person passing along or being upon such railway or the works thereof respectively shall be or might be injured or endangered or whereby the passage of any engine carriage or trains shall he or might be obstructed or impeded and to convey such engine-driver guard porter servant or other person so offending or any person counselling aiding or assisting in such offence with all convenient despatch before some Justice of the Peace without any other warrant or authority than this Act and every such person so offending and every person counselling aiding or assisting therein as aforesaid shall upon conviction before such Justice (upon a complaint without information in writing) in the discretion of such Justice be imprisoned with or without hard labor for any term not execeding two months or shall in the like discretion forfeit any sum not exceeding ten pounds and in default of payment thereof shall be imprisoned with or without hard labor for such period not exceeding two months as such Justice shall appoint unless the penalty be sooner paid. 154. If any person shall wilfully obstruct or impede any officer or agent of the company in the execution of his duty upon any railway or upon or in any of the stations or other works or premises connected therewith or if any person shall wilfully trespass upon any such railway or any of the stations or other works or premises connected therewith and shall refuse to quit the same upon request to him made by any officer or agent of the company every, such person so offending and all others aiding or assisting thercin shall and may be seized and 'detained by any such offiecr or agent or any person whom he may call to his assistance until such offenders can' be conv eniently taken' before some Justice 1853. 17° VIC. 323 ITunter River Railway Company. Justice of the Peace in the district or place wherein such offence shall be committed and upon conviction of such offence before any two Justices of the Peace he shall in the diserction of such Justices forfeit. to the company any sum not exceeding five pounds. 155. No action or suit at law or in equity shall be brought or No action to be prosecuted against the company or any of its officers or members for donee nuthecity of any act matter or thing done under the authority of this Act unless this Act untess ; such suit or action shall be commenced within six months next after Yithingi months the offence shall have been committed or cause of action accrued and of action. notice in writing of such action and the cause thereof shall be given to the defendant one calendar month at least before the commencement of the action and the defendant or defendants in every such action may plead the general issue and give this Act and the special matter in evidence at any trial to be had thereupon. 156. If any party shall have committed any irregularity tres- Tender of amends. pass or other wrongful proceeding in the execution of this Act or by virtuc of any power or authority hereby given and if before action brought in respect thereof such party shall make tender of sufficient amends to the party injured such last-mentioned party shall not recover in any such action and if no such tender shall have been made it shall be lawful for the defendant at any time before issue joined to pay into Court such sum of moncy as he shall think fit and thercupon such proceedings shall be had as in other cases where defendants are allowed to pay money into Court. 157. If any exceution either at law or in equity shall have Excention against been issucd against the property or effects of the eompany and if there hers fe the of r Y pany extent of their cannot be found sufficient whereon to levy such exccution then such wmpaid shares. execution may be issued against any of the sharcholders to the extent of their shares respectively in the capital of the company not then paid up Provided always that no such exccution shall issue against any sharcholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or instituted made upon motion in open Court after sufficient notice in writing to the persons sought to be charged and upon such motion such Court may order execution to issue accordingly and for the purpose of ascertaining the names of the sharcholders and the amount of capital remaining to be paid upon their respective shares it shall be lawful for any person entitled to any such exceution at all reasonable times to inspect the register of shareholders required to be kept in. the office of the company as aforesaid without fee Provided further that Shareholders not nothing herein contained shall extend to charge or make Habie any Table Beyond the sharcholder of the company or his real or personal estate with or for unpaid shares. any debt or demand whatever duc or io become duc from or by the company or in anywise relating to the said undertaking for any of the matters or things authorized by this Act to be made done or complete beyond the oxtent of his shares in the capital of the company not then paid up any law to the contrary thereof in anywise notwithstanding. 158. Tf by means of any such execution any sharcholder shal Shareholders to bo have paid any sum of moncy bey ond the amount then due from him paid beyond calls in respect of 'calls he shall forthwith be reimbursed such additional "* sum by the directors out of the funds of the company. 159. The sceretary or manager of the company shall within Names of propicters thirty days from and after the first day of January in cach and every oftice of the Registrar year or as soon therealtcr as may be practicable cause a truc and % deeds. correct list of the names of all the persons who shall he then. existing proprictors or sharcholders of the company with the respective places of abode and descriptions verified by a declaration to he made by such sceretary to be recorded in the office for the registry of deeds in the Colony and the same shall be open for inspection at all reasonable times Persons whose names are recorded to be decmed proprietors, Custody and use of corporate seal. Power to lease rail- ways &c. Powers and duties vested in and im- posed un company transferred to lessee. 17° VIC. 1853. Hunter River Railway Company. times by any person requesting the same on the payment of a fee of one shilling for each such inspection and if any such sceretary shall omit or neglect to cause such a list to be recorded in manner aforesaid or shall wilfully falsify any such list he shall be subject and liable to a penalty of one hundred pounds to be recovered by an action of debt in the Supreme Court by any person who shall sue for the same Provided always that such action shall be commenced within two years from the time the offence shall be alleged to have been com- mitted. 160. Every person whose name shall be so recorded as aforesaid shall be considered taken and held to be a proprietor or shareholder of the company and shall be liable as such until a new list of the names of the proprietors or shareholders of the company shall be recorded as aforesaid or until he shall have given notice in the Govern- ment Gazette of his retirement from the company Provided however that nothing herein contained shall be deemed or construed to absolve any person from liability on account of any debts incurred by the company during the time such person remaincd a proprictor or member thereof or to render any individual proprietor or member of the company liable for any debts incurred by the company except so far as he may be liable under the provisions of this Act. 161. The directors shall have the custody of the common seal and the form thereof and all other matters relating thereto shall from time to time be determined at mectings of directors and the directors present at any such meeting shall have power to use the common seal for the affairs and concerns of the company and under such seal to authorize and empower any person without such seal to execute any deed and do all or any other such matters and things as may be required to be executed and done in behalf of the company but it shall not be necessary to use the corporate seal in respect of any of the ordinary business of the company or for the appointment of any attorney or solicitor for the prosecution of any action suit or other proceedings or of any officer or servant of the company and such seal may be affixed to any deed or document by the hand of any person whom the directors shall appoint in that behalf and the affixing thereof shall be attested by one director and such person so appointed and in case any conveyance or other instrument under seal shall be executed wherein it appears that such conveyance or other instrument is executed in consideration of a money payment therein stated to have been made to the company such exccution shall have no operation in law or shall operate only as an escrow (according as may be indicated in the attestation aforesaid) until the treasurer or other officer charged with the receipt of moneys on behalf of the company shall have certified under his hand at the foot thereof that such consideration money has been duly paid. 162. The company shall be at liberty upon an order made by three-fourths of the shareholders present in person or by proxy at any general meeting to lease the railways and other works of the company or any part thereof to any company or person upon and subject to all the usual and proper obligations on the part of the lessee for maintaining the railways or other works or the portion thereof com- prised in such lease in good and efficient repair and working condition during the continuance thereof and for so leasing the same at the expiration of the term thereby granted and such other provisions cond®ions obligations and agreements as are usually inserted in leases of a like nature. 163. And such lease shall entitle the company or person to whom the same shall be granted to the free use of the railway or portion of railway and other works comprised therein and during the continuance 1853. 17° VIC. 325 Hunter Riwer Railway Company. continuance of any such lease all the powers and privileges granted to or which might otherwise be exercised and enjoined by the company hereby established or the directors thereof or iheir officers agents or servants by virtue of this Act with regard to the possession enjoyment and management of the railways or part thereof or other works com- prised in such lease and the tolls to be taken thereon shall be exercised and enjoyed by the said lessee and the officers agents and servants of such lessec under the same regulations and restrictions as are hereby imposed on the company hereby established and their directors officers and servants and such lessee shall with respect to the railway or other work comprised in such lease be subject to all the obligations by this Act imposed on the company hereby established. 164. In case a majority of proprietors present in person or by Provisions for disso- proxy at any general mecting shall resolve that it is expedient to Intion of company dissolve the company and to sell or dispose of the railways and amalgamation with another company. other property works and effects of the company or to amalgamate the said company with any other company and to transfer such railways and other property works and effects to the amalgamated company an extraordinary general meeting shall be called for the pur- pose of reconsidering such 'resolution and of aflirming or disaflirming the same and if at such last-mentioned meeting the same or any modification thereof substantially in accordance "therewith shall be adopted by a resolution agreed to by proprictors present in person or hy proxy holding three- fourths of the votes of the company then such dissolution. sale amalgamation or transfer shall take place or be made accordingly Provided always that until all necessary arrangements shall be made by the directors (who are hereby empowered to make the samc) for carrying such last-mentioned resolution into complete effect and until all claims and demands upon the company shall have been satisfied and all acts remaining to be done by the company shall have been completed the several provisions herein 'contained and all powers privileges rights and duties of the directors and of the share- holders respe ctively shall notwithstanding such resolution as last aforesaid remain and continue in full force so far as the same may be necessary for winding up the concerns of the company and making all such necessary arrangements for carrying such resolution into com- plete effeet and for enabling the directors to pay and satisfy all claims and demands upon the company or to make a division amongst the sharcholders of the remaining assets of the company. SCHEDULES REFERRED TO IN TILE FOREGOING ACT. SCHEDULE A. Form of Certificate of Shares. Toe Hunter River Ramway Company. Number This is to certify that of is the proprietor of the share numbered of " The Hunter River Railway Company " subject to the reguiations of the said company. Given under the common seal of the company the day of in the year of our Lord unc thousand cight hundred aud SCHEDULE B. 17° VIC. 1853. Hunter River Railway Company. SCHEDULE B. Form of Transfer of Shares. I of in consideration of the sum of paid to me by of do hereby transfer to the said share numbered in the undertaking called " The Hunter River Railway Company" standing in my name in the books of the company to hold unto the said his executors administrators and assigns (or successors and assigns) subject to the several conditions on which I held the same at the time of the execution hereof and I the said do hereby agree to take the said share subject to the same conditions. As witness our hands aud seals the day of SCHEDULE C. Form of Proxy. I one of the proprietors of " The Hunter River Railway Company" do hereby appoint of to be my proxy in my absence to vote in my name upon any matter relating to the under- taking proposed at the mecting of proprietors to be held on the day of next or at any adjournment thereof in such manner as he shall think proper. In witness whereof I the said have hereunto set my hand (or if a corporation suy the common seal of the corporation) the day of one thousand cight huaodred and SCHEDULE D. Form of Conveyance. I of in consideration of the sum of paid to me (or as the case may be into the hands of the Master in Equity of the Supreme Court or to of and of two trustecs appointed to reccive the same pursuant to the Act of Council passed to establish and_incor- porate the company called "The Hunter River Railway Company") by the said Hunter River Railway Company do hereby convey to the said company their successors and assigns all &c. (describing the premises to be conveyed!) together with all ways rights and appur- tenanees thercto belonging and all such estate right title and interest in aud to the same as I am or shall become scized or possessed of or am by the said Act empowered to convey to hold the premises to the said company thcir successors and assigns for ever according to the true intent and meaning of the said Act. In witness whercof I have hereunto set my hand and seal the of in the year of our Lord SCHEDULE E. Form of Mortgage Deed. Tue Honrer River Rarpway Company. Mortgage number £ By virtue of the Act of the Governor and Legislative Council made and passed in the seventeenth year of Her Majesty Queen Victoria intituled (insert title of this Act) we "The Hunter River Railway Company " in consideration of the sum of pounds paid to us by of do assign unto the said his executors administrators and assigns the railway and other property of the said company (and in case such loun shall be in anticipation of the capital authorized to be raised all future calls on sharcholders) and all the tolls and sums of money arising and to arise by virtue of the said Act and all the cstate right title and interest of the company in the same to hold unto the said his executors administrators and assigns until the said sum of pounds together with interest for the same at the rate of for every one hundred pounds by the year be satisfied (the principal sum to be repaid at the end of years from the date hereof in case any period be agreed upon for that purpose at or any place of payment other than the principal office of the company. Given under our common seal this day of in the year of our Lord one thousand eight hundred and SCHEDULE F. 1853. 17° VIC. Australasian Coal Mining Company. SCHEDULE F. Form of Transfer of Mortgage. I of in consideration of the sum of paid to me by of do hereby transfer to the said his executors administrators and assigns a certain Mortgage number made by " The Hunter River Railway Company " to bearing date the day of for securing the sum of and interest (or if such transfer be by indorsement the within security) and all my right estate and interest in and to the money thereby sccured "and in and to the tolls moncy and property thereby assigned." In witness whereof I have hereunto set my hand and seal this day of one thousand eight hundred and