An Act to incorporate a Company under the Deeg 2» Moama Rarway. name of the " Deniliquin and Moama = — Railway Company" for the purpose of making constructing and maintaining a Railway between Deniliquin and Moama and for other purposes. [8rd March, 1874. ] 7 TEREAS the making and maintaining of a railway from the Preamble. township of Deniliquin to the township of Moama on the northern bank of the River Murray with proper stations bridges approaches and works connected therewith would be of great public and local advantage And whereas the persons hereinafter named together with others are desirous of carrying the said undertaking into execution and it is deemed advisable to give encouragement to such persons by granting to them (upon the completion of such railway) portion of "the waste lands of the Crown and by passing an Act Incorporating them under the title of the Deniliquin and Moama Railway Company Be it therefore enacted by the Queen's Most Execllent Interpretation clause. Short title. Incorporation of Company by the name of the " Deni- liquin and Moama Railway Company." Capital to be £125,000 div: raed into 25,000 shares of £5 each. Power to borrow. o¢ VIC. Deniliquin and Moama Raihoay LY 1874. Excellent Majesty by and with the advice and consent of the Legis- lative Council and Legislative Assembly of New South W; ales in Parliament assembled and by the authority of the same as follows :— 1. The following wo ords in inverted commas in this Act and in the enactments herewith incorporated shall have the several meanings and include the several persons and matters hereby assigned to them unless the context is repugnant to such construction (that is to say) :— "The Company "'—The Company incorporated by this Act. * Directors '—" Secretary "—The directors and secretary of the Company respectively. * Goods "—Things of every kind conveyed upon the railway ** Justice "»—A Justice of the Peace for New South Wales not inter- ested in the matter in relation to which the said word is used. "Two Justices""—Two such Justices of the Peace as aforesaid assembled and acting together in Petty Sessions. " Lands '—Messuages lands tencments and hercditaments of any tenure. 'Lease '—As well a lease as an agreement for a lease. « Owner '—Any person or corporation enabled under the pro- visions of this Act to sell and convey lands to the Company. " Sharcholder '—Shareholder or member of the Company and in referring to any such sharcholder cxpressions properly applicable to a person shall be held to apply to a corporation and words applicable to a male shall apply to a female. "The Railway "'—The railway and works by this Act authorized to be constructed. «The undertaking "'—The making and maintaining of the line of railway and the stations bridges approaches and works con- nected therewith and all other works by this Act authorized to he constructed. "Toll"-—Any rate or charge or other payment payable under this Act for any passenger animal carriage goods merchandize or thing conveyed on the railway. 2. This Act may be cited as the "Deniliquin and Moama Railway Act of 1873." 3. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones and all persons and corporations who have already subseribed or shall hereafter subscribe to the undertaking and their several and respective executors administrators successors and assigns are hereby united into a Company for the purpose of making and maintaining a railway from the township of Deniliquin to the township of Moama on the River Murray in New South Wales with proper stations bridges approaches and works connected therewith in accordance with the provisions of this Act And for such purpose the said rated by the name of the " Deniliquin anc Company is hereby ine orpo- Moama Railway Company" and by that name shall be a body corporate with perpetual succession and a common scal and by the said name and hold lands for the purpose of the unc shall have power to purchase ertaking and shall and may sue and be sued plead and be impleaded answer and be answered unto defend and be defended in all Courts and places whatsoever. 4. The capital of the Company sha five pounds each. 1 be one hundred and twenty- thousand pounds divided into twenty-five thousand shares of five 5. It shall be lawful for the Company to borrow on mortgage or bond such sums of money as shall from time to time by an order at a general mecting of the Company be authorized to be borrowed not exceeding 1874. 37° VIC. Deniliquin and Moama Railway. exceeding at any time one-half of the amount of the capital of the Company then actually paid up nor exceeding in the whole the sum of sixty-two thousand five hundred pounds but no part of such money shall be borrowed until twenty thousand pounds of the said capital shall have been paid up and for securing the repayment of the money so to be borrowed with the interest thereon it shall he lawful for the Company to mortgage the undertaking and the future calls on the shareholders or to give bonds in manner hereinafter mentioncd And all and every part: of the moncy so to be borrowed on mortgage or bond shall be applied in carrying into exccution the object and purposes of this Act. 6. Any money hereby authorized to be borrowed may be so Debentures may be borrowed in such stm or suns as the directors of the Company may think fit and for securing the repayment of the moneys so borrowed together with interest thereon it shall be lawful for the Company to issue debentures charged and sceured upon the undertaking and tolls and such debentures shall be payable to the bearers thereof and shall entitle them to the rights and remedies hereinafter conferred on mortgagees And the interest of such debentures shall be paid in preference to any dividends payable to the shareholders of the Company And all debentures issued under the provisions of this Act shall be on an cqual footing without priority one over the other. issued. 7. Such debentures may be in the form or to the effect set forth Form of debentures. in Schedule A hercto and shall be sealed with the common seal of the Schedule A. . Company and be numbered arithmetically beginning with number one and so proceeding in an ascending arithmetical progression. wherein the common difference shall be one And such debentures shall pass by delivery only and without any assignment or endorsement And the bearer of every such debenture shall have the same rights and remedies as if he were expressly named therein. 8. The principal and interest secured by de Dentures isstied Principaland interes under this Aet may be made payable in the City of Sy dney in the Colony of New South Wales or in the City of Melboume in the Colony of Victoria at the option of the hearcr signified in writing signed by him and addressed to the directors bearing a memorandum to that effect endorsed thereon by the secretary or other officer appointed by the directors for that purpose And the bearer of any such debenture may from time to time alter the place of payment trom the said City of Sydney to the said City of Melbourne or vice versdé by giving at the office of the Company where the debenture shall for the time being be payable six calendar months previous notice in writing terminating on some half-yearly day of payment of interest of his w ish to make such alteration and obtaining a memorandum of such alteration endorsed by such secretary or other officer on the dchenture And it: shall be lawful for the directors to provide for the payment in manner aforesaid of any principal money or interest secured by any debentures issued under this Act. c payable where. 9. It shall he lawful for the Company if they shall have paid Power to re-borrow. off any money borrowed under the authority of this Act to borrow again the amount so paid off and so on from time to time but such power of re-borrowing shall not be exercised without the authority of a general mecting of the Company specially convened for that purpose. 10. A certificate under the hands of any two of the directors Evidence of authority and the secretary endorsed on any debenture issued by the Company of the sum thereby secured being part of the total amount which the Company at the date of such certificate may legally borrow shall be suflicient cvidence of the authority to borrow and to issue such debenture. 11, to borrow by a debenture. 42 av VIC. 1874. Deniliquin and Moama Railway. Declaration in 11. If the Company shall exercise the power of borrowing f bontowing porer, conferred by this Act they shall once during the months of January and July in cach year publish in the Government Gazette a statutory decla- ration to be made by two of the directors and the secretary stating the * amount of the subscribed capital of the Company the amount paid up thereon and the amount which the Company is at the date of the said declaration legally entitled to borrow on debentures and that the total amount then raised by the Company on debentures does not excced the amount which the Company can then legally borrow. Evidenceofauthority = 4.2. The certificate of a Justice that a specified amount of the mortgage ortond, capital has been paid up and a copy of the order of the general mecting of the Company authorizing the borrowing of money on mortgage or bond certified by the chairman for the time being of "the directors and by the secretary to be a true copy shall be sufficient evidence of the fact of such specified amount of the capital having been paid up and of the order for borrowing having been made And upon production to any Justice of the books of the Company and of such other evidence as he shall think sufficient such Justice shall grant the said certificate. Appointment of 18. It shall be lawful for the mortgagecs of the Company to receiver enforce the payment of arrears of interest or the arrears of principal and interest due on their mortgage by the appointment of a receiver as hereinafter provided Provided that the mortgage debt or debts in _ arrear shall not be less than the sum of one thousand pounds. Power to ineroase 14. It shall be lawful for the directors of the Company for the " time being with the consent of the majority of the shareholders present at a general meeting duly held for that purpose at which shall be present and vote the holders of not less than one thousand shares and sixty or more shareholders to increase the capital of the Company to any amount not exceeding two hundred and fifty thousand pounds in the aggregate for the purpose of completing and maintaining the railway and other works hereby authorized And to raise such increased capital by creating an additional number of shares of five pounds cach and to cause such shares to be sold or allotted to such persons as the directors shall approve of and on such terms and at such prices as they can obtain for the same And such shares when sold shall be subject to the provisions of this Act and shall be personal estate and transmissible as such and shall entitle the holders to the same benefits rights and privileges in respect thereof as if the same had been subscribed for in the formation of the original capital. Pro-omplion to 15. 'The said new shares shall yest in and belong to the 8 'shareholders who shall accept the same and pay the value thereof to the said Company at the times and by the instalments fixed by the directors 'And if any sharcholdcr fail for one calendar month' after the offer of any new share to him to accept the same and pay the said instalments in respect thereof it shall be lawful for the directors to dispose of such shares in such manner as they shall deem most beneficial to the interests of the Company. Tf shares not at 16. If at the time of any augmentation of the said capital — taking place the existing shares of the Company shall not be at a premium then such new shares may be issued in such manner and on such terms as the directors may think fit. Staros to bo personal 17. All shares in the Company shall be personal estate and eee transmissible as such and shall not be of the nature of real estate. Shoreholders. 18. Every person who shall have subscribed under this Act 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 sharcholder of the Company and shall be entitled to participate in the profits of the Company in proportion to the amount of capital which he shall have paid up. 19. 1874. 37° VIC. Deniliquin and Moama Railway. 19. The directors shall cause a book to be kept to be called the Register of share- * Register of Shareholders "' and in such book there Bia 1 be fairly and 2o!4er- distinctly entered from time to time the names of the several corporations and the names occupations and addresses persons entitled to shares in the Company together wit of shares to which they shall be respectively entitled cach share by its number and the amount of the subscri such shares and shareholders shall be placed in alphabetical order. 20. On demand of any sharcholder the directors 0 shall cause a certific delivered to such sharcholder of the several h the number distinguishing ptions paid on he surnames or corporate names of the said ithe Company Certificates of shares. ate of the proprictorship of such shares to be And such certificate shall have the common seal of the Company affixed thereto and shall specify the shares to which such shareholder is entitled and the same may be according to the form in Schedule B hereto or to the like effect for such certificate t' two shillings and sixpence. And Schedule B. 1e Company may demand any sum not exceeding 21. 'The said certificate shall be admitted in all Courts as primed Certificato to be uis executors adminis csnerified Int the wan der from disposing o iercof. Jacie evidence of the title of such shareholder tratare eTerPacenre nF accione ta tha chara therain of such certificate shall not prevent any sharcho his share or from receiving his share of profits in respect t. 22. If any such certificate be worn out or damaged the same being produecd at some mecting of the "dir directors may order the same to be cancelled and thereu similar certificate shall be given to the party in whom the such certificate and of the share therein mentioned sha time vested or if such certificate be lost or destroyed then thereof to the satisfaction of the directors a simi given to the pa cither case a duc entry of the substituted certificate shall the scerctary in the register of sharcholders and for ever y such certificate so not excceding 23. Su sell or transfer all or any of his shares and every such transfer sha be by deed in which the consideration shall be truly stated and sue yon anothe Tbe at th two shillings and sixpence. deed may be according to the form in the Schedule C hereto or to the like effect. 24. The said decd of transfer (when duly executed) shall b eiven or exchanged the Company may demand any sum evidence. t f then upon Certificate to be ectors such renewed when destroyed. rT property of e upon proof ar certificate shall be arty entitled to the certificate so lost or destroyed and in «© made by ject to the ] provisions of this Act any shareholder may Transfer of shares. Transfer of shares to ll be by deed. n @ Transfer of shares to delivered to the secretary and be kept by him and the sceretary sha l be registered &c. enter a memorial thereof in a book to be called the " Register of Transfers "' and shall endorse 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 endorsement and certificate the Company may demand any sum not exceeding two shillings and six- pence and on the request of the purchaser of any share an endorse- ment of such transfer shall be made on the certificate of such shar instead of a new certificate being granted and such endorsement being eC fed signed by the secretary shall be considered in ev ery respect the same as a new certificate and until such transfer has been so delivered to the sceretary as aforesaid the vendor of the share shall continue liable to the Company for any calls that may be made upon such share and the purchaser of the share shall not be entitled to receive any share of th profits of the undertaking or to vote in respect of such share. e 25. No sharcholder shall be entitled to transfer any share after Transfer not to be any call shall have been made in respect thereof until he shall have paid such call nor until he shall have paid all calls for the time being duc on every share held by him. 26. made until calls paid. o 44: Closing of transfer books. Transmissionofshares by other means than + transfer to be authen- ticated by a declara- tion. Proof of transmission by marriage will &. Company not bound to regard trusts, Payment of calls sub- scriptions to be paid when called for. Power to make calls, ao" VIC. 1874. Deniliquin and Moama Railway. 26. It shall be lawful for the directors to close the register of transfers for a period not exceeding fourteen days previous to cach ordinary mecting and they may fix a day for the closing of the samc of which seven days notice shall be given by advertisement in some newspaper published in Sydney as well as in one published or circu- lating in the district wherein the railway is situate and any transfer made during the time when the transfer books are so closed shall as between the Company and the party claiming under the same but not otherwise be considered as made subsequently to such ordinary meeting. 27. If the interest in any share shall 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 according to the provi- sions of this Act such transmission shall be authenticated } by adeclara- tion in writing as hereinafter mentioned or in such other manner as the directors shall require and every such declaration shall state 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 before a Justice or before a Commissioner of the Supreme Court for taking affidavits and such declaration shall be left with the sccrctary and thereupon he shall enter the name of the person entitled under such transmission in the register of shareholders and for every such entry the Company may demand any sum not exceeding five shillings and until such transmission has been so authenticated no person claim- ing 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. 28. If such transmission be by virtue of the marriage of a female shareholder the said declaration shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife of the holder of such share and if such transmission have taken place by virtue of any testament- ary instrument or by intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration be produced to the secretary and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. 29. The Company shall not be bound to see to the execution of any trust whether express implied or constructive to which any of the said shares may be subject and the receipt of the party in whose name any such share shall stand in the books of the Company or if it stands in the names of more parties than one the receipt of one of the parties mentioned in the register of sharcholders shall from time to time be a sufficient discharge to the Company for any dividend or other sum of money payable in respect of such share notwithstanding any trusts to which such share may then be subject and whether or not the Company have had notice of such trusts and the Company shall not be bound to see to the application of the money paid upon such receipt. 30. The several persons who have subscribed any moncy towards the undertaking or their legal personal represcntatives respectively shall pay the sums respectively so subscribed or such portions thereof as shall from time to time be called for by the Company at such times and places as shall be appointed by the Company and with respect to the provisions of this Act for enforcing the payment of calls the word '"sharcholder" shall extend to and include the legal personal repre- sentatives of such shareholder. 81. It shall be lawful for the directors from time to time to make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them as they shall 1874. 30° VIC. 4 AS Deniliquin and Mouma Railway. shall think fit provided that twenty-one days notice at the least he given of cach call and that no call exceed the sum of ten shillings in respect of any one share and that the aggregate amount of calls made in any one year do not exceed the sum of three pounds and every shareholder shall be 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. 32. If before or on the day appointed for payment any share- Interest to be paid on holder do not pay the amount of any call to which he is Hable then els wnpaid. such shareholder 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. 33. lt shall be lawful for the directors if they think fit to Power to allow . o . 10 interest on payment receive from any of the shareholders willing to advance the same all or of subscriptions any part of the moneys due upon their respective shares beyond the before call. suis actually called for and upon the principal moneys so paid in advance or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made the directors may pay interest at such rate not exceeding the rate aforesaid as the shareholder paying such sum in advance and the directors shall agree upon. 34. If at the time appointed by the directors for the payment of Enforcement of calls any call any sharcholder fail to pay the amount of such call it shall be *¥ ste lawful for the Company to sue such shareholder for the amount thereof in any Court of lay or equity having competent jurisdiction and to recover the same with lawful interest from the day on which such call was payable. 35. In any action or suit to be brought by the Company against Declaration in action any sharcholder to recover any money due for any call it shall not be & el necessary to set forth the special matter but it shall be sufficient for the Company to declare that the defendant is the holder of one share or more in the Company (stating the number of shares) and is indebted to the Company in the sum of money to which the calls in arrear shall amount 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 acerued to the Company by virtue of this Act. 36. On the trial or hearing of such action or suit it shall be Matter to be proved sufficient to prove that the defendant at the time of making such cal] ™ #etien cals was the holder of one shave 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 e the appointment of the directors who made such call nor any other matter whatsoever and thereupon the Company shall he entitled to recover what shall be due upon such call with interest thereon unless it shall appear cither that any such call exceeds the prescribed amount or that due notice of such call was not given or that the prescribed interval between two successive calls had not clapsed or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period. 37. The production of the register of sharcholders containing Proof of proprietor- the name of the said defendant asa sharcholder shall be prima facie *?- evidence of his being a sharcholder. 38. If any shareholder fail to pay any call payable by him Xen-payment of calls: together with the interest if any that shall have accrued thereon the for non-payment. directors at any time after the expiration of two months from the day appointed for payment of such call may declare the share in respect of which such call was payable forfeited and that whether the Company have sued for the amount of such call or not. 39. Notice of forfeiture to be given before declaration thereof. Forfeiture to be con- firmed by a general meeting. Sale of forfeited shares. Evidence as to for- feiture of shares. No more shares to be sold than sufficient for payment of calls. On payment of calls before sale forfeited share to revert. 37° VIC. 1874. Deniliquin and Moama Railway. 39. Before declaring any share forfeited the directors shall cause notice of such intention 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 shareholders to be the proprietor of such share and if the holder of any such share be absent from the Colony or if his usual or last place of abode be not known to the directors by reason of its being imperfectly described in the shareholders' address book 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 partics to whom the same may have been transmitted or may for the time being belong shall not be known to the directors the directors shall give public notice of such intention in the Government Gazette and also in some newspaper published in Sydney as well as in one pub- lished or circulating in the district wherein the railway is situated and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture. 40. The said declaration of forfeiture shall not take effect so as to authorize the sale or other disposition of any share until such declaration have been confirmed at some general meeting of the Company to be held after the expiration of two months at the least from the day on which such notice of intention to make such declara- tion of forfeiture shall have been given and it shall be lawful for the Company to confirm such forfeiture at any such meeting and by an order at such meeting or at any subsequent gencral meeting to direct the share so forfeited to be sold or otherwise 'disposed of. 41. After such confirmation as aforesaid it shall be lawful for the directors to sell the forfeited shares either by public auction or private contract and if there be more than one such forfeited share then cither separately or together as to them shall seem fit and any shareholder may purchase any forfeited share so sold. 42. A statutory declaration in w riting by some credible person not interested in the matter made before any Justice 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 and confirmed in manner hereinbefore required shall be sufficient evidence of the facts therein stated and such declaration and the receipt of the secretary of the Company for the price of such share shall constitute a good title to such share and a certificate of pro- prietorship 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 see to the application of the purchase money nor shall his title to such share be ailected by any irregularity in the proceedings in reference to such sale. 43. The Company shall not sell or transfer more of the shares of any such defaulter than will be sufficient as nearly as can be ascer- tained at the time of such sale to pay the arrears then due from such defaulter on account of any calls together with interest and the ex- penses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thercon due at the time of such sale and the expenses attending the declaration of forfeiture and sale thereof the surplus shall on demand be paid to the defaulter. 44, If payment of such arrears of calls and interest and expenses be made before any share so forfeited and vested in the Company shall have been sold such share shall revert to the party to whom the same belonged before such forfeiture in such manner as if such calls had been duly paid. 45, 1874. - 37° VIC. Al Deniliquin and Moama Railway. 45. If any exccution either at law or in cquity shall have been Remedies against issued against the property or effects of the Company and if there Execution against cannot he found sufficient whereon to levy such execution then such shareholders to the exccution may be issued against any of the shareholders to the extent in capital not paid up. of their shares respectively in the capital of the Company not then paid up And no sharcholder or his real or personal estate shall be liable for any debt or demand whatever due or to become due 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 completed beyond the extent of his shares in the capital of the Company not then paid up Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action suit or other proceeding shall have been brought or insti- tuted 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 asccr- taining 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 execution at all reasonable times to inspect the register of shareholders without fee. 46. If by means of any such exccution any sharcholdcr shal] Reimbursement of have paid any sum of money beyond the amount then due from him" """°""" in respect of calls he shall forthwith be reimbursed such additional sum by the directors out of the funds of the Company. 47. Every mortgage and bond for securing money borrowed by Mortgages and bonds the Company shall be by deed under the common seal of the Company ¢¢ " by deed. wherein the consideration shall be truly stated and every such mortgage deed or bond may be according to the form in the Schedule D or E hereto or to the like effect. 48. The respective mortgagees shall be entitled one with another Rights of mortgages. to their respective proportions of the tolls sums and premises comprised in such mortgages and of the future calls paid by the shareholders if comprised therein according to the respective sums in such mortgages mentioned to be advanced by such mortgagees respectively and to be repaid the sums so advanced with interest without any preference one above another by reason of priority of the date of any such mortgage or of the mecting at which the same was authorized. 49. No such mortgage (although it should comprise future calls Application of calls on the shareholders) shall unless expressly so provided preclude the Mua" Company from receiving and applying to the purposes of the Com- pany any calls to be made by the Company. 50. The respective obligees in such bonds shall proportionately Rights of obligees. according to the amount of the moneys secured thereby be entitled to be paid out of the tolls or other property or effects of the Company the respective sums in such bonds mentioned and thereby intended to be secured without any preference one above another by reason of priority of date of any such bond or of the meeting at which the same was authorized or otherwise howsoever. 51. A register of mortgages and bonds shall be kept by the Register of mortgages seeretary and within fourteen days after the date of any such mortgage " °"* or bond an entry or memorial specifying the number and date of such mortgage or bond and the sums secured thereby and the names of the partics thereto with their proper additions shall be made in such register and such register may be perused at all reasonable times by any of the shareholders or by any mortgagee or bond creditor of the Company or by any person interested in any such mortgage or bond without fee or reward. 52. Any party entitled to any such mortgage or bond may from Transfers of ° A oe " . mortgages and bonds time to time transfer his right and interest therein to any other person to be by deed &e. and. 48 37° VIC. 1874. Deniliquin and Hoama Railway. and every such transfer shall be by deed wherein the considcration shall be truly stated and every such transfer may be according to the form in the Schedule F hereto or to the like effect. Transfers of mort- 53. Within thirty days after the date of every such transfer if gages and bends to executed within this Colony or otherwise within thirty days after the e registered, ¢ arrival thereof in this Colony it shall be produced to the secretary and thereupon the secretary shall cause an entry or memorial thereof to be made in the same manner as in the case of the original mortgage and after such entry every such transfer shall entitle the transferee to the full benefit of the original mortgage or bond in all respects and no party having made such transfer shall have power to make void release or discharge the mortgage or bond so transferred or any money thereby secured and for such entry the directors may demand a sum not exceeding two shillings and sixpence and until such entry the Company shall not be in any manner responsible to the transferee in respect or any such mortvace. {ntorest on mortgage . The interest of the money borrowed upon any such preference £0 mortgage or bond shall be paid at the periods appointed in such tividends to share- mortgage or bond and if no period be appointed half-yearly to the , several parties entitled thereto and in preference to any dividends payable to the shareholders of the Company. Transfers of interest 55. The interest on any such mortgage or bond shall not be 7 eee transferable except by deed. Repayment of money 56. The directors may if they think proper fix a period for the borrowed uta time vonavment of the principal money so borrowed with the interest thereof and in such case the directors shall cause such period to be inserted in the mortgage deed or bond and upon the expiration of such period the principal sum together with the arrears of interest thereon shall on demand be paid to the party entitled to such mortgage or bond and if no other place of payment be inserted in such mortgage deed or bond such principal and interest shall be payable at the principa office or place of business of the Company. Repayment of money 57. If no time be fixed in the mortgage deed or bond for the borrowed where 20 yonayment of the money so borrowed the party entitled to the mortgage or bond may at the expiration or at any time after the expiration of twelve months from the date of such mortgage or bond demand payment of the principal money thereby secured with all arrears of interest upon giving six months previous notice for that purpose and in the like case the directors may at any time pay off the money borrowed on giving the like notice and every such notice shall be in writing or print or both and if given by a mortgagee or bond creditor shall be delivered to the seeretar y or left at the "principal office of the Company and if given by the directors shall be given cither personally to such mortgagee or bond creditor or left at his residence or if such mortgagee or bond creditor be unknown to the directors or cannot be found after diligent inquiry such notice shall be given by advertisement in the Government Gazette and in some newspaper published in Sydney and in one published or circulating in the district where the : railway is situated. Interest to cease on 58. If the directors shall have given notice of their intention topay off oom to pay off any such mortgage or bond at a time when the same may or bond. lawfully be paid off by them then at the expiration of such notice all further interest shall cease to be payable on such mortgage or bond unless on demand of payment made pursuant to such notice or at any time thereafter the directors shall fail to pay the principal and interest due at the expiration of such notice on such mortgage or bond. Arrears of interest 59. Where by this Act the mortgagees of the Company shall Tyantcintuent of De empowered to enforce the payment of the arrears of interest or the a receiver. arrears of principal and interest due on such mortgages by the appointment \874. 37° VIC. Deniliquin and Moama Railway. appointment of a reeciver then if within thirty days after the interest accruing wpon any such mortgage has become payable and after demand thereot in writing the same be not paid the mortgagee may without prejudice to his rights to sue for the interest so in arrear in any Court of competent jurisdiction require the appointment of a receiver by an application to be made as heveinatter provided and if within six months after the principal money owing upon any such mortgage has become payable and after demand thereof in w riting the same be not paid the mortgagee without prejudice to his right to sue for such principal moncy together with all arrears of interest in any such Court may if his debt amount to the hereinbefore prescribed sum alone or if his debt docs not amount to the prescribed sum he may in conjunction with other mortgagees whose debts being so in arrear after demand as aforesaid shall together with his amount to the preseribed stm require the appointment of a receiver by an application to be made as hereinafter provided. 60. Every application for a receiver in the eases aforesaid shall be made to two Justices and on any such application it shall be lawful for such Justices by order in writing after hearing the parties to appoint some person to receive the whole or a competent part of the toll or sums liable to the payment of such interest or until such principal and interest as the case may be together with all costs including the charges or receiving the tolls or sums aforesaid be fully paid and: upon such appointment. "being made all such tolls and sums of money as aforesaid shall he paid to 'and received by the person so to he appointed and the money so to be received shall be so much money reecived by or to the use of the party to whom such interest or such principal and interest as the case may be shall be then due and on whose behalf such receiver shall have been appointed and after such interest. and costs or such principal interest and costs have been so received the power of such recciver shall cease. 61. At all reasonable times the books of accounts of the Com- pany shall be open to the inspection of the respective mortgagees and bond creditors thereof with liberty to take extracts therefrom without fee or reward. 62. The capital to be raised by the creation of new shares shall be considered as part of the general capital and shall be subject to the same provisions in all respects whether with reference to the payment of calls or the forfeiture of shares on nonpayment of calls or otherwise as if it had been part of the original capital except as to the times of making calls for such additional capital and the amount of such calls which 'respectively it shall be lawful for the Company from time to time to fix as they shall think fit. Consolidation of Shares. 63. It shall be lawful for the directors from time to time with the consent of three-fifths of the votes of the shareholders present in person or by proxy at any gencral mecting of the Company when due notice for that purpose shall have been given to convert and consolidate all or any part of the shares then existing in the capital of the Com- pany and in respect whereof the whole money subscribed shall have been paid up into a general capital stock to be divided amongst the sharcholders according to their respective interests therein. Arrears of principal and interest. Appointment of receiver. Access to account books by mortgagces, New shares to be considered same a8 original shares. Power to consolidate shares into stock. 64, After such conversion or consolidation shall have taken Proprietors of stock place all the provisions contained in this Act which require or imply muy transfer the 2 same. that the capital of the Company shall be divided into shares of any fixed amount and distinguished by numbers shall as to so much of the e capital Deniliquin and Moama Railway. capital as shall have been so converted or consolidated into stock ecase and be of no effect and the several holders of such stock may thenec- forth transfer their respective interests therein or any parts of such interests in the same manner and subject to the same provisions as or according to which any shares in the capital of the Company might be transferred under the provisions of this Act and the directors shall cause an entry to be made in some book to be kept for that purpose of every such transfer and for every such entry may demand any sum not exceeding two shillings and sixpence. Register of stock. 65. The directors shall from time to time cause the names of ' the several parties who may be interested in any such stock as afore- said with the amount of the interest therein possessed by them respec- tively to be entered in a book to be kept for that purpose and to be called " the Register of Holders of Consolidated Stock" and such book shall be accessible at all seasonable times to the several holders of shares or stock in the Company. Proprictors of stock 66. The several holders of such stock shall be entitled to par- entitled to dividends. ticinate in the dividends or profits of the Company according to the amount of their respective interests in such stock and such interests shall in proportion to the amount thereof confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the Company qualification for the office of directors and for other purposes as would have been conferred by shares of equal amount in the capital of the Company but so that none of such privileges or advantages execpt the participation in the dividends and the profits of the Com pany shall be conferred by any aliquot part of such amount of consolidated stock as would not if existing in shares have conferred such privileges or advantages respec- tively. Application of 67. All the money raiscd by the Company whether by subserip- capital. tions of the sharcholders or by loan or otherwise shall be applied first in paying the costs and expenses incurred in obtaining this Act and all expenses incident thereto and secondly in carrying the pur- poses of the Company into execution. General Meetings. Ordinary meetings to 68. The first general mecting of the sharcholders of the Com- be held half-yearly. pany shall be held at some convenient plaee in Deniliquin within three months after the passing of this Act between the hours of ten in the forenoon and four in the afternoon And all subsequent gencral meetings of the Company shall be held on the first Monday in the months of February or August or at such other stated periods as shall be appointed for that purpose by an order of a general meeting and the meetings so appointed to be held as aforesaid shall be called ordinary meetings and all mectings whether ordinary or extraordinary shall be . held at some place to be "appointed by the directors. Business at ordinary 69. No matters except such as are appointed by this Act to be meootings. dene at an ordinary mecting shall be transacted at any such mecting unless special notice of such matters have been given in the advertise- ment convening such mecting. Extraordinary 70. Every general mecting of the sharcholders other than an meetings. ordinary meeting shall be called an extraordinary mecting and such meetings may be convened by the directors at such times as they think fit. Business at oxtra- 71. No extraordinary meeting shall enter upon any business ordinary meetings. : : oO. e not sct forth in the notice upon which it shall have heen convened. 72. 1874. 37° VIC. } 51 Deniliquin and Moama Railway. 72. It shall be lawful for a number of shareholders not being Extontinary | less than twenty holding in the aggregate shares to the amount of not required by chare- less than one-tenth of the capital of the Company by writing under bolders. their hands at any time to require the directors to call an extraordinary mecting of the Company and such requisition shall fully express the object of the mecting 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 share- holders and if for twenty-one days after such notice the directors fail to call such meeting the number of shareholders qualified as aforesaid may call such mecting by giving fourteen days public notice thereof. 73. Fourtecn days public notice at the least of all meetings Notico of mectings. whether ordinary or extraordinary shall be given by advertisement in the Government Gazette and in one newspaper published in Sydney as well as in some newspaper published in or circulating in the district whercin the railway is situated which shall specify the place the day and the hour of mecting and every notice of an extraordinary mceting or of an ordinary mecting if any other business than the business hereby appointed for ordinary meetings is to be done thereat shall specify the purpose for which the mecting is called. 74. In order to constitute a meeting whether ordinary or Quorum fora general extraordinary there shall be present either personally or by proxy ™*""* shareholders holding in the aggregate not less than one-twentieth of the capital of the Company and being in number not less than twenty and such shareholders shall be the quorum and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at the mceting other than the declaring of a dividend in case that shall be one of the objects of the mecting 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. 75. At every mecting of the Company one or other of the Chairman at general following persons shall preside as chairman that is to say the chairman ™*tis* of the directors or in his absence the deputy chairman (if any) 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 all the directors any shareholder to be chosen for that purpose by a majority of the shareholders present at such meeting. 76. The shareholders present at any such mecting shall procecd Business at meetings in the execution of the powers of the Company with respect' to the "vn matters for which such meeting shall have been convened and those only and every such mecting may be adjourned trom time to time and from place to place and no business shall be transacted at any adjourned mecting other than the business left unfinished at the mecting from which such adjournment took place. 77. At all general mectings of the Company every sharcholder Votesofsharcholders. shall have onc vote for every share up to ten and he shall have an additional vote for every five shares beyond the first ten shares held by him up to one hundred and an additional vote for every ten shares held by him beyond the first hundred shares Provided always that no shareholder shall be entitled to vote at any mecting unless he shall have paid all the calls then due upon the shares held by him. 78. The votes may be given either personally or by proxics Manner of voting. being shareholders authorized by writing according to the form in the Schedule G to this Act annexed or in a form to the like effect under the hand of the shareholder nominating such proxy or if such share- holder be a corporation then under their common seal and every proposition at any such meeting shall be determined by the majority of Regulations as to proxies. Votes of joint share- holders. Votes of lunatics and minors, Proof of a particular majority of votes only required if a poll demanded. Appointment and rotation of directors. Election of directors Existing directors continued on failure of meeting for elec- tion of directors. Qualification of directors. 37° VIC. 1874. Deniliquin and Moama Railway. of votes of the parties present including proxies the chairman of the meeting being entitled to vote not only as a principal and proxy but to have a casting vote if there be an equality of votes. 79. No person shall be entitled to vote as a proxy unless the instrument appointing such proxy have been transmitted to the secretary of the Company not less than forty-cight hours before the time appointed for holding the mecting at which suich proxy is to be used. 80. If several persons be jointly entitled to a share the person whose name stands first in the register of shareholders as one of the holders of such share 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 shareholder either in person or by proxy shall be allowed as the vote in respect of such share without proof of the con- currence of the other holders thereof. 81. If any shareholder be a lunatic or idiot such lunatic or idiot may vote by his committee and if any shareholder be a minor he may vote by his guardian or any of his guardians and every such vote may be given either in person or by proxy. 82. Whenever in this Act the consent of any particular majority of votes at any meeting of the Company is required in order to authorize any proceeding of the Company such particular majority shall only be required to be proved in the event of a poll being demanded at such mect- ing andif such poll be not demanded then a declaration by the chairman that the resolution authorizing such proceedings has heen carried 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. 83. Alfred William Finch Noyes William McKenzie William Bignell Donald Cameron Thomas Robertson and David Griffiths Jones shall be the first directors of the Company and shall continue in office until the first general mecting of the Company to be holden within three months after the passing of this Act. 84. The shareholders present personally or by proxy may at such first general meeting as hereinbetore provided either continue in office the directors appointed hy this Act or any number of them or may elect six persons to be directors the directors appointed by this Act being eligible as members of such new body and at the first half- yearly meeting to be held in the month of February in every year thereafter the sharcholders present personally or by proxy shall elect persons to supply the places of the directors then retiring from office agreeably {o the provisions hereinafter contained and the several persons elected at any such meeting being neither removed nor dis- qualified nor having resigned shall continue to be directors until directors are clected in their stead as hereinafter mentioned. 85. 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 meeting no election of directors shall be made but such mecting 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 by the meeting the existing directors shall continue to act and retain their powers until new directors be appointed at the first half-yearly meeting of the following year. 86. No person shall be capable of being a director unless he be a shareholder nor unless he be possessed of at least fifty shares and no person holding an office or place of trust or profit under the Com- pany 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 1874. . 37° VIC. 53 Deniliquin and Moana Raila iy. in any contract with the Company during the time he shall be a director but nothing herein contained shall be construed to prevent the Company from assigning any remuneration to the chairman and directors for their services. 87. If any of the directors at any time subsequently to his Cases in which office election accept or continuc to hold any other office or place of trust or of Gireetor shall profit under the Company or be cither directly or indirectly concerned in any contract with the Company or participate i in any manner in the profits of any work to be done for the Company or if such director at any time cease to he a holder of the prescribed number of shares in the Company or if he shall be absent from the meetings of the Board of Dircetors for three consecutive months without the leave of the said Board then in any of the cases aforesaid the office of such director shall become vacant and thenceforth he shail cease from voting or acting as a director Provided always that no person being a sharcholder Sharcholder of an incorporated joint or member of any incorporated joint stock Company. shall be dis- stock Company not qualified oy prey ented from acting as a director by reason of any con- equaled by reason tract entered into between such joint stock Company and the Company & °""""* incorporated by this Act but no such dircctor being a shareholder or member of any such joint stock Company shall vote on any question as to any contract with such joint stock Company. 88. The directors appointed by this Act and continucd in office Rotation of directors. as aforesaid or the directors clected to supply the places of those retiring as aforesaid shall subject to the provision hereinbefore contained for increasing or reducing the number of directors retire from office at. the times and in the proportions following the individuals to retire being in cach instance determined by ballot among the directors unless they shall otherwise agrec that is to say— At the end of the > first year after the first election of directors one- third of such directors to be determined by ballot among them- selves unless they shall otherwise agree shall go out of office. At the end of the second vear one half of the remaining number of such directors to be determined in like manner shall go out of office. At the end of the third vcar the remainder of such directors shall go out of office. And in eagh instance the places of the retiring directors shall be sup- plied by an equal number of qualified sharcholders and at the first ordinary meeting in every subsequent year one-third of the directors being those who have been longest in office shall go out of office and their places shall be supplied in 'like manner nevertheless ev ery director so retiring from office may be re-elected immediately or at any future time and after such re-election shall with reference to the going out by rotation be considered as a new director. 89. If any director dic or resign or become disqualified or Supply of occasional incompetent to act as a director or cease to be a director by any other ees in oflco of cause than that of going out of office by rotation as aforesaid the remaining directors shall forthwith elect in his place some other share- holder duly qualified to be a director and the shareholder so elected to fill up any such vacancy shall continue in office as a director so long only as the person in whose place he shall have been elected would have been entitled to continue if he had remained in office. Powers of Directors. 90. The directors shall have the management and superin- Powers of the Com- tendence of the affairs of the Company and they may lawfully exercise Pee abectors all the powers of the Company except as to such matters as are directed by this Act to be transacted by a general meeting of the shareholders but Powers of the Company not to be exercised by the directors. eetings of clirectors. Quorum. Permanent chairman of directors. Occasional chairman of directors. Committees of directors. Power of committees. Meetings of committees. 37° VIC. . 1874. Deniliquin and Moama Railway. 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 be subject also to the control and regulation of any general 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. 91. Exeept as otherwise provided by this Act the following powers of the Company that is to say the choice and removal of the directors except as hereinbefore mentioned and the increasing or reducing of their number where authorized by this Act the choice of auditors the determination of the remuncration to the directors auditors treasurer and secretary the determination 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 ata general meeting of the sharcholders. Proceedings of Directors. 92. The directors shall hold meetings at such times as they shall appoint for the purpose and they may mect and adjourn as they may 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 mecting of directors there shall be present at the least three directors And all questions at any such meeting shall be determinted 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 onc of the directors. 93. At the first mecting of directors held after the passing of this Act and at the first meeting of the directors held after cach annual appointment of directors the directors present at such meeting shall choose one of the directors to act as a chairman of the directors for the year following such choice and shall also if they think fit choose another director to act as deputy chairman for the same period And if the chairman or deputy chairman die 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 vacaney shall choose some other of the directors to fill such vacancy and every such chairman or deputy chairman so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so elected would have heen entitled to continue if such death resignation removal or disqualification had not happened. 91. If at any meeting of the directors neither the chairman nor deputy chairman be present the directors present shall choose some one of their number to be the chairman of such mecting. 95. It shall be lawful for the directors to appoint one or more committees consisting of such number of directors as they think fit And they may grant to such committees respectively power on behalf of the Company to do any acts relating to the affairs of the Company which the directors could lawfully do and which they shall from time to time think proper to entrust to them. ; 96. 'The said committees may meet from time to time and may adjourn from place to place as they may think proper for carrying into effect the purposes of their appointment and no such conmittce shall exercise the powers entrusted to them except at a meeting at which there shall be present a quorum to he fixed forthat purpose by the general body of directors And at all meetings of the committees one of the members present shall he appointed chairman And all questions at any meeting of the committee shall be determined by a majority of votes 1874. 37" VIC. : 55 Deniliquin and Moama Railway. votes of the members present and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as a member of the committee. 97. The power which may be granted to any such committee Contracts by com- to make contracts as well as the power of the directors to make mittee o directors contracts on behalf of the Company may lawfully be exercised as follows into. (that is to say)— With respect to any contract which if made between private persons would be by law required to be in writing and under seal such committce of the directors may make such contract on behalf of the Company in writing and under the common scal of the Company and in the same manner may vary or discharge the same. With respect to any contract which if made between private persons would be by law required to be in writing and signed by the parties to be charged therewith then sue 'h comanit (ec or the directors may make such contract. on behalf of the Company in writing signed by such committee or any two of them or any two of the directors and in the same manner may vary or discharge the same. With respect to any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing such committee or the directors may make such contract on "behalf of the Company by parol only without writing and in the same manner may vary or discharge the same. And all contracts made according to the provisions herein contained shall be effectual in law and shall be binding upon the Company and their successors and all other parties thereto their heirs executors or administrators as the case may he and on any default in the exceution of any such contract either by the Company or any other party thereto such actions or suits may be brought cither by or against the Company as might be brought had the same contracts been made between private persons only. 98. The directors shall cause notes minutes or copies as the case Proceeding to be may require of all appointments made or contracts entered into by the entered | in & book and directors of the orders and proceedings of the Company and of the °° en directors and committees of directors to be duly entered in books to be from time to time provided for the purpose which shali be kept under the superintendence of the directors and every such entry shall be signed by the chairman of such mecting and such entry so signed shall be received as evidence in all Courts and before all J udges Justices and others without proof of such respective mectings having been duly convened or held or of the persons making or entering such orders or proceedings being sharcholders or directors or members of committee respectively or of the signature of the chairman or of the faet of his having been chairman all of which last-mentioned matters shall be presumed until the contrary be proved. 99. All acts done by any mecting of the directors or of 2 Enformatities in committee of divectors or by any person acting as a director shal{ sppenbuen! ol notwithstanding it may afterwards be discovered that there was some j validate proceed: defect. in the appointment of any such directors or persons acting as 8 aforesaid or that they or any of them were or was disqualified bea valid as if every such person had been duly appointed and was quali. fied to he a director. 100. No director by being party to or exceuting in his capacity Directors not to be of director any contract or other instrument on behalf of the Company Pemonls Hable or otherwise lawfully executing any of the powers given to the directors shall be subject to be sued or prosecuted individually or collectively by Election of auditors. Rotation of auditors. Vacancy in office of auditor. Failure of meeting to elect auditor. Delivery of balance: sheel to auditors. Duty of auditors. Powers of auditors. Socurity from officers. 37° VIC. 1874. Deniliquin and Houma Railway. 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 exceuted by them or by reason of any other lawful act done by them in the execution 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 liabilitics incurred in respect of any acts done by them and for all losses costs and damages which they may incur in 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. Auditors. 101. At the first general meeting after the passing of this Act the shareholders shall elect two auditors in like manner as is provided for the clection of directors and at the ordinary meeting of the Company in the month of February in each year 'thereafter the Company 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 another be elected in his stead. 102. One of such auditors to be determined in the first instance by ballot between themselves unless they shall otherwise agree and afterwards by seniority shall go out of office at the ordinary mecting in the month of February in cach year but the auditor so going out shall be immediately re- eligible and 'after any such re-election shall with respect to the going out of office by rotation be deemed a new auditor. 103. If any vacancy take place among the auditors in the course of the current year then such vacancy shall be forthw ith filled up by the Board of Directors and the auditor so appointed shall remain in office until the next general mecting of shareholders. 104. The provision of this Act respecting the failure of an ordinary mecting at which directors ought to be chosen shall apply mutatis mutendis to any ordinary mecting at which an auditor ought to be appointed. 105. The directors shall deliver to such auditors the half- yearly or other periodical accounts aud balance-shect fourteen days at the least before the ensuing ordinary meeting at which the same are required to be produced to 'the shareholders as hereinafter provided. 106. It shall be the duty of such auditors to receive from the directors the half-yearly or other periodical accounts and balance-sheet required to be presented to the shareholders and to examine the same. 107. It shall be lawful for the auditors to employ such account- ants and other persons as they may think proper at the expense of the Company and they shall either make a special report on the said accounts or simply confirm the same and such report or confirmation shall be read together with the report of the directors at the ordinary meeting. Accountubility of Officers. 108. Before any person intrusted with the custody and control of moneys whether secretary collector or other officer of the Company shall enter upon his office 'the directors shall take suflicient security from him for the faithful execution of his office. 3.09. 1874. . 37 VIC. 57 Deniliquin and Moama Railway. 109. Every officer employed by the Company shall from time to ontcers to account time when required by the directors make out and deliver to them. ox on demand. to any person appointed by them for that purpose a true and perfect account in writing under his hand of ail moneys received by him on behalf of the Company and such account shall state how and to whom and for what purpose such moneys shall have been disposed of and together with such account such officer shall deliver the vouchers and receipts for such payments and every such officer shall pay to the directors or to any person appointed by them to receive the same all moneys which shall appear to be owing from him upon the balance of such accounts. 110. Tf any such officer fail to render such account or to produce summary remedy and deliver up a all the vouchers and receipts relating to the same in against partics failing his possession or power or to pay the balance thereof when thereunto 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 as an officer of the Company or belonging to the Company then on complaint thereof bemg made to a Justice such Justice shall summon such officer to appear before tivo or more Justices at a time and place to be set forth in such summons to answer such charge and upon the appearance of such officer or in his absence wpon 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 assess and declare the balance owing by such officer and if it 2 appears cither upon confes- sion of such officer or upon evidence or upon inspection of the accounts that. any moneys of the Company are in the hands of such officer or owing by him to the Company such Justice may order such officer to pay the same and if he fail to pay the amount "it shall be lawful for such Justice to grant a warrant to levy the same by distress or in default thereof to commit: the offender to gaol for a period not execeed- ing three months unless the same be sooner paid. 111. If any such officer refuse to make out such account in omicers refusing to writing or to produce and deliver to the Justices the several vouchers deliver up documents c. to be imprisoned. and receipts relating thereto or to deliver up any books papers or writings property effects matters and things if any in his possession or power belonging to the Company such Justices may commit such offender to gaol there to remain until he shall have delivered up all youchers and receipts Gf any) books papers writings property cifects matters and things in his possession or power or belonging to the Company. 112. If any dircetor or other person acting on behalf of the Where officer about Company shall make oath that he has good reason to believe upon vay' be iesued the, grounds to be stated in his deposition and does believe that it is the first instance. intention of « any such officer as aforesaid to abscond it shall be lawful for the Justice before whom the complaint is made instead of issuing his summons to issue his warrant for the bringing such officer before two Justices as aforesaid and it shall be lawful for the Justice before whom such officer may be brought either to discharge such officcr if he thinks 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 Jus- tices at a time and place to be named in such order unless such officer gave bail to the satisfaction of such Justice for his appearance before such Justices to answer the complaint of the Company. 118. No such proceeding against or dealing with any such Sureties not to bo officer as aforesaid shall deprive the Company of any remedy which "hs they might otherwise have against such officer or any surety of such officer. Accounts. 58 37° VIC. 1874. Deniliquin and Moama Railway. Accounts. Accounts to be kept. 114. The directors shall cause full and truc accounts to be kept of all sums of money received or expended on account of the Company by the directors and all persons employed by or under them and of the matters and things for which such sums of moncy shall have been received or disbursed and paid. Books to be balanced. 115. The books of the Company shall be balanced fourteen days at least before cach half-yearly general mecting and forthwith on the books being so balanced an exact balance-sheet 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 from the transactions of the Company in the course of the preceding half year and previously to each such mecting such balance-sheet 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. Inspection of 116. The books so balanced together with such balance-sheet accounts by share- . £ : holders at stated 8 aforesaid shall for fourtcen days previous to each half-yearly mecting times. 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 inspection of such books unless in virtue of a written order signed by three of the directors. Balance-shect to be 117. The directors shall produce to the shareholders assembled produced atthe at; such maecting the said balance-sheet applicable to the period Be : : D a. : : . immediately preceding such mecting together with the report of the auditors thereon as hereinbefore provided. Tho bookkeeper to 118. The directors shall appoint a bookkeeper to entcr the alow inspection °f accounts aforesaid in books to be provided for the purpose and every appointed times. such bookkeeper 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 meeting and if he fail to permit any such sharcholder to inspeet such hooks or take copies or extracts therefrom during the periods aforesaid he shall forfeit to such sharcholder for every such offence a sum not excecding five pounds. Dividends. Previously to declaras 119. Previously to every half-yearly mecting at which a divi- tion of dividends a ~dend is intended to be declared the directors shall cause a scheme to scheme to be pre- . -@ y . pared. be prepared showing the profits if any of the Company for the period current since the preceding half-yearly meeting at which a dividend was declared and apporticning the same or so much thereof as they may consider applicable to the purposes of dividend among the share- holders 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 meeting And at such mecting a dividend may be declared according to such scheme. Dividond not to be 120. The Company shall not make any dividend whereby their mail as to reduee canital stock will be in any degree reduced 'Provided always that the word " dividend" shall not: be construed to apply to a return of any portion of the eapital stock with the consent of all the mortgagees and bond creditors of the Company due notice being given for that purpose at an extraordinary meeting to be convened for that object. 121. 1874. 37° VIC. 59 Deniliquin and Moama Railway. 121. Before apportioning the profits among the shareholders Power to directors to . ea Uy . set apart a fund_for the directors may if they think fit set aside the reout such sum as they contingencies. may think proper to mect contingencies or for enlarging repairing or improving the works connected with the under rtaking or any part thereof and may divide the balance only among the sharcholders. 122. No dividend shall be paid in respect of any share until all Dividend not to be paid unless all calls calls then due in respect of that and every other share held by the paid. person to whom such dividend may be payable shall have been paid. By-laws. 123. It shall be lawful for the Company from time to time to Power to make by- laws. make by-laws not being repugnant to the laws of this Colony or to the provisions of this Act for the following purposes (that is to say)-— For regulating the conduct of the officers and servants of the Company and providing for the proper management of the affairs of the Company in all matters not otherwise by this Act provided for. For thé protection of the railway and other _property and works of the Company from trespass or injury. For regulating the mode by which and the speed at which carriages using the railway are to be moved or propelled. For regulating the loading and unloading of such carriages and the weights which they are respectively to carry. For regulating the receipt and delivery of goods and other things which are to be conveyed upon or in such carriages. For regulating the number of passengers to be carricd in any carriage and the occupation of the scats therein. In preventing or restricting smoking and the commission of any other nuisance in or upon such carriages or in any of the stations or premises occupied by the Company. And generally for regulating the travelling upon or use of the railway but no such by-law shall authorize the closing of the railway or prevent the passage of engines or carriages on the railway at reasonable times except at any time when in consequence of any of the works being out of repair or from any other sufficient cause it shall be necessary: to close the railway or any portion thereof And such by-laws shall be reduced into writing and shall have affixed thereto the common scal of the Company and be published in the Government Gazette and in two newspapers circulating in the district thirty days at least before coming into operation And any person offending against any such by-law shall upon conviction before any two Justices forfeit for every offence any sum not exceeding five pounds to be imposed in such by-laws as a penalty for any such offence And if the infraction or non-observance of any such by-laws be attended with danger or annoyance to the public or hindrance to the Company in the lawful use of the railway it shall be lawful for the Company summarily to inter fere to obviate or remove such danger annoyance or hindrance and that without prejudice to the recovery of any penalty incurred by the infraction or non-observance of such by-laws. 124. he substance of such by-laws shall be painted on boards Publication of by-laws. or printed on paper and affixed to boards and placed and maintained in a legible state in some conspicuous part of every station and place of business belonging to the Company according to the nature and subject matter of "such by-laws so that notice thereof may be given to all Evidence of by-laws. By-laws to be bind- ing on all parties. Service of notices upon Company. Service by Company on shareholders. Notices to joint pro- prietors of shares. Authentication of notices. Procf of debts insolvency &c. 37° VIC. 1874. Deniliquin and Moama Railay. all parties affected thereby and no penalty imposed by any such by-law shall be recoverable unless the same shall have been published and kept published as aforesaid. 125. The production of a written or printed copy of the by-laws of the Company having the common seal of the Company affixed thereto shall be'sufficient evidence of such by-laws in all proceedings under the sanie. 126. Such by-laws when so published and affixed shall be bind- ing upon and be observed by all partics and shall be sufficient to justify all persons acting under the same and for proof of the publication of any such by-laws it shall be suflicicnt 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 the same being afterwards displaced or damaged then that such paper or board was replaced as soon as conveniently might be Provided that no such by- laws as shall be applicable to other persons than the members of the said Company and its officers agents servants and workmen shall be binding on such persons until two months after they shall have been laid before the Governor and Exccutive Council unless the said Governor with the advice of the said Council shall before the expiration of such period have signified their approbation thereof and the said Governor with the said advice shall have power at any time to disallow any such by-law as last aforesaid and thereupon the same shall not have and shall cease to have any force or cffect in law. 127. Any summons or notice or any writ or other Proceeding at law or in equity requiring to be served upon the Company may served by the same being left at or transmitted through the post directed to the principal office of the Company or one of their peneipal offices where there shall be more than one or being given personally to the scerctary or in case there be no secretary then by being given to any one director of the Company. 128. Every notice required to be served by the Company upon the sharcholders may unless expressly required to be served personally be served by the same being transmitted through the post directed according to' the registered a address or other known address of the shareholder within such period as to admit of its being delivered in the course of delivery within. the period prescribed for the 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 the requirements cf this section 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 Government Gazette and in newspapers published or circulating in Sydney Melbourne and Denili- quin respectively. 129. All' notices directed to be given to the sharcholders shall with respect to any share to which persons are jointly entitled be 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 proprietors of such share. 180. Every summons notice or other such document. requiring authentication by the Company may be signed hy two directors or by the scerctary of the Company and need not be under the common seal of the Company and the same may be in writing or in print or partly in writing and partly in print. 181. If any person against whom the Company shall have any claim or demand become bankrupt or take the benefit of any Act for the relief of insolvent debtors it shall be lawful for the secretary of the Company in all proceedings against the estate of such bankrupt or 1874. 37° VIC. 61 De wiliquin and Mouma Railway. 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. 182. If any party shall have committed any irregularity trespass Tender of amends. ov other wrongful proceeding in the execution of this Act or by virtue of any power or authority thereby given and if before action brought in respect thereof such' party 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 "Jawful for the defendant by leave of the Court where such action shall be pending at any time be fore issue joined to pay into Court such sum of money as he shall think fit and therewpon such proceedings shall be had as in other eases where defendants are allowed to pay money into Court. Recovery of damages and penalties. 133. In all cases where any damages costs or expenses are by Provisions for this Act or any Act incorporated therewith directed to be paid and the state ied fone mothod of ascertaining the amount or enforcing the payment thereof is not provided for such payment in case of dispute shall be ascertained and determined by the Justices and if the amount so ascertained be not paid by the Company or other party liable to pay the same within seven days after demand the amount may be recovered by distress of the goods of the Company or other party liable as aforesaid and the Justices by whom the same shall have been ordered to be paid or either of them on application shall issue their or his warrant accordingly. 134. If sufficient goods of the Company cannot be found Distress ogainst the whereon to levy any such damages costs or expenses payable by the "ts: Company the same may if the amount thereof do not exceed twenty pounds be recovered by distress of the goods of the secretary of the Company and the Justices aforesaid or either of them on application shall issue their or his warrant accordingly But no such distress shall issuc against the goods of such secretary unless seven days previous notice in writing stating the amount so due and demanding payment thereof have been given to such secretary or left at his residence and if such seeretary pay any money under such distress as aforesaid he may retain the amount so paid by him and all costs and expenses occasioned thereby out of any money belonging to the Company coming into his custody or control or he may sue the 'Company for the same. 135. Where in this Act or in any Act incorporated therewith Method of proceeding any question of compensation expenses charge or damages is referred aoe on ot damages to the determination of any one Justice or more it shall be lawful for &. any Justice upon the application of either party to summon the other party to appear before one Justice or before two Justices as the case may require at a time and place to be named in such summons and upon the appearance of such parties or in the absence of any of them upon proof of due service of the summons it shall be lawful for such one Justice or such two Justices as the case may be to hear and deter- mine such question and for that purpose to examine such parties or any of them and their witnesses on oath and the costs of every such inquiry shall be in the discretion of such Justices and they shall determine the amount thereof. 136. The Company shall publish the short particulars of the Publication of several offences for which any penalty is imposed by this Act or any?" Act incorporated therewith or by any by-law of the Company affecting other persons than the sharcholders officers or servants of the Company and of the amount of every such penalty and shall cause such parti- culars to be painted on a board or printed upon paper and pasted thereon Penalty for defacing boards used for such publication. Penalties to be sum- marily recovered before two Justices. Penaltics may be levied by distress. Imprisonment in default of distress. Distress. How to be levied. 37° VIC. 1874. Deniliquin and Moama Railway. thercon and shall cause such board to be hung up or affixed in some conspicuous part of the principal place of business of the Company And where any such penalties are of local application shall cause such boards to be affixed in some conspicuous place in the immediate neighbourhood to which such penalties are applicable or have reference and such particulars shall be renewed as often as the same or any part thereof is obliterated or destroyed and no such penalty shall be recoverable unless it shall have been published and kept published in the manner hereinbefore required. 137. If any person pull down or injure any board put up or affixed as required by this Act or any Act incorporated therewith for the purpose of publishing any by-law or penalty or shall obliterate any of the letters or figures thereon 'he shall forfeit' for every such offence a sum not excecding five pounds and shall defray the expenses attending the restoration of such board. 138. Every penalty or forfeiture imposed by this Act or any Act incorporated therewith or by any by-law made in pursuance thereof the recovery of which is not otherwise provided for may be recovered by summary proceedings before two Justices and on complaint being made to any Justice he shall issue a summons requiring the party complained against to appear before two Justices at a time and place to be named in such summons and every such summons shall be served on the party offending cither in person or by leaving the same with some inmate at his usual place of abode And upon the appearance of the party complained against or in his absence after proof of the due service of such summons it shall he lawful for two Justices to proceed to the hearing of the complaint and that although no information in writing or in print shall have been exhibited before them And upon proof of the offence either by the confession of the party complained against or upon the oath of one eredible witness or more it shall be lawful for such Justices to convict the offender and upon such conviction to adjudge the offender to pay the penalty or forfeitures incurred as well as such costs attending the conviction as such Justices shall think fit. 189. If forthwith upon any such adjudication as aforesaid the amount of the penalty or forfeiture and of such costs as aforesaid be not paid the amount of such penalty and costs shall be levied by distress and such Justices or either of them shall issue their or his warrant of distress accordingly. 140. It shall be lawful for any such Justice to order any offender so convicted as aforesaid to be detained and kept in safe custody until return can be conveniently made to the warrant of distress to he issued for levying such penalty or forfeiture and costs unless the offender give sufficient security by way of recognizance or otherwise to the satisfaction of the Justice for his appearance before him on the day appointed for such return such day not being more than eight days from the time of taking such sccurity but if before issuing such warrant of distress it shall appear to the Justice by the admission of the offender or otherwise that no sufficient distress can be had whereon to levy such penalty or forfeiture and costs he may if he thinks fit refrain from issuing such warrant of distress and in such case or if such warrant shall have been issued and upon the return thereof such insufficiency as aforcsaid shall be made to appear to the Justice then such Justice shall by warrant cause such offender to be committed to gaol there to remain for any term not excceding three months unless such penalty or forfeiture and costs be sooncr paid and satisfied. 141. When in this Act or any Act incorporated therewithany sum of money whether in the nature of penalty or otherwise is directed to be levied by distress such sum of moncy shall be levied by distress and sale of the goods and chattels of the party liable to pay the same and the overplus 1874. 37" VIC. 63 Deniliquin and Moama Railway. overplus arising from the sale of such goods and chattels after satisfying such sum of money and the expenses of the distress and sale shall be returned on demand to the party whose goods shall have been distrained. 142. No distress levied by this Act or any Act incorporated Distress not unlawful therewith shall be deemed unlawful nor shall any party making the for want of form. same be deemed a trespasser on account of any default or want of form in the summons conviction warrant of distress or other proceeding relating thereto nor shall such party be deemed a trespasser ab initio on account of any irregularity afterwards committed by him but all persons aggrieved by such default or irregularity may recover full satisfaction for the special damage in an action upon the ease. 143. No person shall be liable to the payment of any penalty penalties to be sued or forfeiture imposed by virtue of this Act or any Act incorporated fr within six months. therewith for any offence made cognisable before a Justice unless the complaint respecting such offence shall have been made before such Justice within six months next after the commission of such offence. 144. If through any act neglect or default on account whereof Damage to be made any person shall have incurred any penalty imposed by this Act or Sui "UH ® any Act incorporated therewith any damage to the property of the Company shall have been committed by such person he shall be liable to make good such damage as well as to pay such penalty and the amount of such damages shall in case of dispute be determined by the Justices by whom the party incurring such penalty shall have "been eonvicted And on non-payment of such damages on demand the same shall be levied by distress and such Justices or one of them shall issuc their or his warrant accordingly. 145. It shall be lawful for any Justice to summon any person to Penalty on witnesses appear before him as a witness in any matter in which such Justice "8°" shall have jurisdiction under the provisions of this Act or any Act incorporated therewith at a time and place mentioned in such summons and to administer to him an oath to testify the truth in such matter and if any person so summoned shall without reasonable cause refuse or neglect to appear at the time and place appointed for that purpose having been paid or tendered a reasonable sum for his expenses or if any person appearing refuse to be examined on oath or to give evidence before such Justice every such person shall forfeit a sum not exceeding five pounds for every such offence. 146. It shall' be lawful for any officer or agent of the Company Trnsient offenders, and all persons called by him to his assistance to seize and detain any person who shall have committed any offence against the provisions of this Act or any Act incorporated therewith and whose name and residence shall be unknown to such officer or agent and convey him with all convenient dispatch before some Justice without any warrant or other authority than this Act and such Justice shall proceed with all convenient dispatch to the hearing and determining of the complaint against such offender. 147. No proceeding in pursuance of this Act or any Act incor- Proceedings not to be porated therewith shall he quashed or vacated for want of form nor shall quashed for want of the same be removed by certiorari or otherwise into the Supreme Court. Appeal. 148. If any party shall feel aggrieved by any determination or Parties allowed to adjudication of any Justice with respect to any penalty or forfeiture Soeions. Quarter under the provisions of this Act or any Act incorporated therewith such party may appeal to the General or 'Quarter Sessions of the Peace holden nearest to the place in which the cause of appeal shall have arisen but no such appeal shall be entertained unless it be made within four 64: Court to make such order as they think reasonable. Power to grant land for railway. @ VIC. 1874. Deniliquin and Moama Railway. four months next after the making of such determination or adjudica- tion nor unless ten days notice in writing of such appeal stating the nature and grounds thereof' be given to the party against whom the appeal shall be brought nor unless the appellant forthwith after such notice enter into recognizances with two sufficient securities before a Justice conditioned duly to prosecute such appeal and to abide the order of the Court thereon. 149. At the General or Quarter Sessions for which such notice shall he given the Court shall proceed to hear and determine the appeal in a summary way or they may if they think fit adjourn it to the fol- lowing Sessions and upon the hearing of such appeal the Court may if they think fit mitigate any penalty or forfeiture or they may confirm or quash. the adjudication and order any money paid by the appellant or levied by distress upon his goods to be returned to him and mav also order such further satisfaction to be made to the party injured as they may judge reasonable and they may make such order concerning the costs both of the adjudication and of the appeal as they may think reasonable. Construction of Railways. 150. Upon the completion of the Railway and works author- ized by this Act to the satisfaction of the Engincer-in-Chief for Railways it shall be lawful for the Governor with the advice of the Executive Council to grant to the Company in fee simple the portion of land herein more particularly described and containing by admeasurement eleven hundred acres more or less that is to say—the lands situate within the counties of Townsend and Cadell New South Wales and within the following boundaries Commencing at the southern side of the ana-branch of the Edward River known as Coon- ambidgal Creek at a point bearing north forty-four degrecs forty-eight minutes cast from a point on the north-eastern boundary of section two town of South Deniliquin distant four chains north-w resterly from the eastern corner of that section and thence within one chain and fifty links on each side of a line bearing south forty-four degrees forty-eight minutes west about one mile four chains and thirty-three links to the north-castern side of Poictiers-street and from section twenty-three of said town of South Deniliquin within one chain and fifty links on each side of the continuation of that line for a distance of two miles seventy chains and seventy-eight links passing partly through the one thousand acres dedicated for permanent common thence within one chain and fifty links on each side of a curved line with a radius of eighty chains from a point on the eastern side of that line sixty-one chains and fifty links passing partly through the aforesaid one thousand acres thence within one chain and fifty links on each side of a line bearing south passing partly midway between portions three hundred and six and two hundred and sixty- three parish of South Deniliquin.and seventeen and twenty parish of Yallama and one chain and fifty links west from the west boundary of P. Stuckey's three hundred and twenty acres in the latter parish fourteen miles twenty-nine chains and thirty-seven links thence within one chain and fifty links on each side of a curved line south- easterly with a radius of eighty chains for fifty chains thence within one chain and fifty links on each side of a linc bearing south thirty-five degrees fifty-two minutes east passing partly about one chain and seventy links north-casterly of Conargo-street town of Mathoura three miles nineteen chains and thirty-six links to a point six chains north from the north boundary of Lewis and Throsby's three hundred and twenty acres adjoining the southern boundary 1874. a7 VIC. Deniliquin and Moama Railway. boundary of the town of Mathoura and from the southern boundary of Lewis and Thro osby's land aforesaid within one chain and fifty links on each side of a line bearing south seventeen degrees thirty-five minutes west fourteen miles thirty chains and sixty-five links to a point one chain and fifty links westerly from the western boundary of portion fifty parish of Bama county of Cadell and eleven chains north-casterly from the south-western corner of that portion thence within one chain and fifty links on each side of a curved line with a radius of eighty chains for twenty-four chains and sixty links thence within one chain and fifty links on each side of a line bearing south and passing partly one chain and fifty links westerly from the west boundaries of portions forty-nine forty-cight forty-seven forty-six and forty-five parish of Bama afore- said five miles thence within one chain and fifty links on each side of a curved line with a radius of eighty chains from a point westerly of that linc for seventy-two chains to the north boundary of the town of Moama thence within one chain and fifty links of a line south-westerly parallel with Warden-street of that town to the north-eastern side of Francis-street thence within one chain and fifty links on each side of a curved line with aradius of forty-eight chains passing between sections fifty-two and fifty-three to Minninya-street and from scetion fifty- three aforesaid within one chain and fifty links on each side of a curved line with a radius of eighty chains to the Murray River at a point about cleven chains south-c: asterly from the south-castern corner of J. Macintosh's allotment nine of section fifty-eight town of Moama. 151. Before commencing the line of railway by this Act authorized to be made the Company shall by some qualified engineer by them to be appointed cause to be made and taken levels and surveys of the private lands through which such line of railway 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 a book of reference in which shall be set forth a description of the said several lands and the names of the proprictors thereof so far as the same shall be known or can with reasonable diligence be ascertained setting forth the bearings of such railway as the case may require and the nature and quality state of cultivation and enclosures (if any) and the quantity of such land which may be required for the purpose of making such railway And the said map or plan and book of reference shall be kept in the office of the Company or some convenient office at Deniliquin and true copies thereof signed by the chairman of the directors shall be deposited with the Clerk of Petty Sessions at Deniliquin aforesaid and in case of the formation of any branches in connection therewith the like copics shall be deposited with the Clerks of the Petty Sessions of any and every other district into or through which any such branch shall be intended to be carried and such map or plan and book of reference and such copies thereof respectively shall be open at all convenient times for public examination from the day of the date on which such notice as aforesaid or notice of such branch railway being about to be made (as the case may require) shall be first published and all persons shall be at liberty at all proper and convenient times to inspect the said map or plan and book of reference or copies as aforesaid. 152. The Company shall by advertisement in the Government Gazette and in one or more Sy dney newspapers and in two new spapers published or circulating in Deniliquin and Moama respectively at least forty days before the commencement of the formation of the railw: ay give notice that they intend to construct the said railway between the places therein specified according to a map or plan to be seen in the office of the Company at Deniliquin and at the office of the said Clerk of Petty Sessions. St 153. Before commencing railway survey to be made and book of reference. Map and book of reference to be open to inspection of public. Company to give notice of intention to make railway. 66 . oO" VIC. 1874. Deniliquin and Mouma Baihoay. Omissions in book of 153. No advantage shall be taken of or against the Company reference not to im- pede making the rail- Or any interruption be given to the making of such railway and other way Ke, works on account of any omission misstatement or erroneous descrip- tion in the book of reference but it shall be lawful for the Company by themselves their 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 descrip- tion in case it shall appear to any two Justices acting for the district or place in which such lands or grounds shall be situated and be certi- fied by writing under their hands that such error or omission proceeded from mistake and not from fraud. Teale by cervenent _, 154. It shall be lawful for the Company subject to the pro- visions of this Act and of the enactments incorporated herewith to agree with the owners of any lands by this Act authorized to be taken and which shall be required for the purposes thereof and with all parties having any estate or interest in such lands or by this Act or the said incorporated enactments enabled to sell and convey the same for the absolute purchase of such lands or any parts thereof and of all estates and interests therein. Person who may con- 155. It shall be lawful for all parties being scised possessed of vey to Company. oy entitled to any such lands or any estate or interest therein to sell and convey and release the same to the Company and to enter into all necessary agreements for that purpose and particularly it shall be law- ful for all or any of the following parties so seised 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 seised in their own rights or entitled to dower guardian committees of lunatics and idiots trustees or officers 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 or dower or to any lease for life or for lives 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 lives or for years or for any less interest not only on behalf of them- selves their respective heirs executors administrators and successors but also for and on behalf of every person entitled in reversion remainder or expectancy after them or in defeasance 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 committees on behalf of the lunatics and idiots of whom they are committees 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 as if they had respectively been under no disability And as to such trustees executors or administrators on behalf of their cestuis que trust whether infants issuc unborn lunaties feme couverts or other persons and that to the same extent as such cestuis que trust could have exercised the same powers under the authority of this Act as if they had respectively been under no disability. Amount of compensa 156. The purchase money or compensation to be paid for any fone lands to be taken or purchased from any person under any such under disability. disability or incapacity as in the last preceding section hereof men- tioned and not having power to sell or convey such lands except under the provisions of this Act and the compensation to be paid for any permanent damage or injury to any such lands occasioned by the Company in carrying out the powers conferred on them by this Act shall in no case exeept where the same shall have been determined by a 1874: av VIC. 67 Deniliquin and Moama Railway. a surveyor under the provisions of the Act hereinafter incorporated be less than the amount which shall be determined by two Justices or by arbitrators appointed in manner hereinafter provided. 157. When the Company shall have made and completed the Notice of lands map or plan and book of reference hereinbefore required to be made tailway. or the they shall give notice of the lands taken ascertained set out and required for the said railway not being lands to be granted to the Company under the provisions hereinbefore contained to all the parties 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 set 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 compensation 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. 158. All notices required to be served by the Company upon Service of notices on the parties interested in or entitled to sell any such lands shall either be ¢fimds served personally on such parties or left at their last usual place of abode (if any such can after diligent inquiry be found) and in case any such par ties 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. 159. If any such party be a corporation aggregate such notice Service of notice on shall be left at the principal office of business of such corporation or if °™?™#n sere 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 oceupier of such lands or if there be no such occupier shall be affixed upon some conspicious part of such lands. 160. As soon as five thousand shares of the capital of the Power to make rail- Company shall have been subscribed for and twenty thousand pounds Noy wpm corsa paid up and not before it shall be lawful for the Company and they arc £20,000 paid up. hereby authorized and empowered by themselves their agents officers workmen and servants to commence and continue until completion the construction of and thereafter to maintain a single or double line of railway and of all proper stations bridges approaches works and conveniences connected therewith commencing at such point in or near Deniliquin aforesaid and terminating at such point in or near Moama as aforesaid as may appear to the directors to be most con- venicntly situated 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 in connection with the said railway Provided that if twenty per cent of the capital of the Company shall not have been paid into the Bank of New South Wales at Deniliquin to the credit of the Company within one vear after the passing of this Act or if the Company shall not have completed the Railway (with a single line of rails) and opened the same for public traffic within five years after the passing of this Act then the privileges powers and authorities given or authorized to be given to the Company by this Act shall wholly cease and determine Provided always that it shall be lawful for the Governor with the advice of the Executive Council to extend the said time for any period not exceeding twelve months Provided lastly that if the Company shall fail to complete and open the railway for public traffic as aforesaid within the time hereinbefore prescribed in that Power to enter upon lands and take soil timber &e. To remove materials, Construct. inclined planes tunnels &e. Alter the course of rivers &e. And of roads &e. And to erect toll- houses warehouses &e, Power to use private roads. 3¢° VIC. 1874. Deniliquin and Moama Raileay. that behalf all lands acquired by the Company by purchase or other- wise under the provisions of this Act shall upon such default at the option of the Government intimated through the Commissioner of Railways become vested in Her Majesty her heirs and successors for such estate or interest as the Company had become entitled to therein upon payment to the Company by the Government of all such sums of money as shall have been paid for the said lands to the owners thereof by the Company either by way of purchase or compensation and all lands so devested from the Company shall thereupon be and continue to be reserved for railway purposes as portion of the said Crown Lands hereinbefore described. 161. For the purposes and subject to the provisions of this Act it shall be lawful for the Company their successors 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 whomsoever and to take carry away and use any earth soil clay stone beds of gravel or sand or any other materials or things which may be dug raised or obtained therein or otherwise in making the said railw: ay and other works or any lands contigtious 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 altering 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 decp-cuttings and fences as the Company shall think proper And also to alter the course of any rivers canals brooks streams or watercourses during such timic 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 roads or ways in order the more con- veniently to carry the same over or under or by the side of any such railway and to make drains or conduits 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 toll and other houses warehouses yards stations engines and other works 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 discontinue 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 either 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 private road (being a road grayelled or formed with stones or other hard materials and not Dei ing an avenue or a planted or ornamental road or an approach to any homestead or 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 railway and other works by 'this Act authorized they the said Company their agents servants and workmen doing 1874, 37 VIC. 69 Deniliquin and Moana Railway. doing as little damage as may be in the execution of tho several powers to them hereby granted and the said Company making ful satisfaction in manner provided by the Act as hereinafter incorporated herewith to the owners or proprictors of and to all persons interested Company to make in any lands or hereditaments which shall have been taken used {!! s'slaction. or injured for all damages to be by them sustained in or by the' exccution of all or any of the powers hereby granted and this Act shal be sufficient to indemnify the Company and all other persons for wha they or any of them shall do by virtue of the powers hercby grantec subject: nevertheless to such provisions and restrictions as are herein contained. 162. Hin the exercise of the powers hereby granted it be found Before roads rf necessary to cross cut through raise sink or use any part of any road to be substituted. whether carriage-road or horse-road either public or private so as to render it impassable for or dangerous or extraordinarily inconvenicn to passengers or carriages or to the persons entitled to the use thereof the Company shall before the commencement of any such operations cause 2 sufficient road to be made instead of the road to be interferec 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. 163. It shall be lawful for the Company to contract with any Power to take or party willing to sell the same for the purchase of any lands or if such Purchase lands for party be unwilling to sell the same to take such lands subject to the modation. provisions-as to compensation hereinafter contained or incorporated herewith for the purpose of making and providing additional stations yards wharves stellings and places for the accommodation of passengers and for reeciving 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 w cighing machines tolls houses and other }uildings and conveniences and for any other purpose that may be decmed 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 to sell and convey the lands so authorized to be purchased for the last mentioned purposes. 164. It shall be lawful for the Company to sell any land acquired And to sell such by them under the provision of the last preceding sec tion or any part Jands and purchase thereof in such manner and for such consideration and to such persons as the Company may think fit and to purchase other lands for the like purposes and to sell the same and so from time to time Provided that the aggregate amount of land to be held at any one time by the Company for the said purposes shall not exceed fifteen hundred acres. 165. The following sections of the Act of Council twenty-second Incorporation of Victoria number nineteen intituled " An Act to make more effectual organ cmciments provision for the construction by the Government of Railways in the Railway Act. Colony of New South Wales and for the regulation of the same" save so far as they shall be expressly varied by this Act shall be and the same are hereby incorporated with this Act and shall save as aforesaid form part of and he construed together with this Act (that is to say) :— With regard to the mode of "settling amounts of compensation for land authorized to be taken or purchased by this Act or for any damage sustained by reason of the execution of works authorized by this Act And with regard to the provisions subsidiary thercto sections twenty four to forty-five both inclusive and sections forty-seven to fifty-six both inclusive Provided that in the sections so incorporated the word " Com- missioner' or ' Commissioner for Railways" shall in every case be read as Company or as the " Deniliquin and Moama Railway Company to pay compensation within this fourteen days after next half-yearly meeting. Form of conveyance. But lands to vest in Company whentaken. Costs to be paid by Company. Costs may be taxed Company to fence off their lands. 37° VIC. 1874. Deniliquin and Moama Railway. Railway Company" as the case may require—the words " this Act" shall be read as "this present Act" and not to the Act of Council twenty-second Victoria number nineteen The words "the railway" and "any railway" and all words of the like import shall be read as " the railway authorized by this Act" —the words 'under his hand and official seal" shall be read as "under the common seal of the Company'"'—the words an Act intituled "An Act to make more effectual provision for the construction by the Government of railways in the Colony of New South Wales and for the regulation of such railways" shall be read as the " Deniliquin and Moama Railway Act of 1873"—the words in the forty-seventh section so incorporated * or of Government debentures or other stock" shall be omitted and the power of investment conferred on the Master of Equity in the forty-eighth section shall include a power of investment of the moneys referred to in the said section in the purchase of shares in the Company hereby incorporated. 166. In all cases where compensation shall be determined under Act and the enactments herewith incorporated the directors shall within fourteen days after the next half-yearly meeting of the Company after the 'determination of such compensation 'and after demand made pay the amount thereof to the party lawfully entitled thereto or to his agent duly authorized in his behalf. 167. All conveyances of lands to be purchased or taken under the provisions of this Act may be according to the form in Schedule H hereto or in any other form which the Company may think fit and all such conveyances shall vest the lands thereby conveyed in the Company and shall bar and destroy all estates tail and other estates rights titles remainders reservations limitations trusts and interests whatsoever of and in the lands comprised in such conveyance which shall have been purchased or compensated for by the consideration therein mentioned and provided always that after any lands which the Company are by this Act authorized to take shall have been ascertained set out and appropriated for the purposes of this Act such lands and all the right title estate use trust and interest of every person therein shall forthwith subject to the proviso for defeas- ance hereinbefore contained be vested in and become the sole property of the Company for ever for the purposes of this Act and it shall not be necessary for the Company to obtain a conveyance from the owner of or any person interestedin such lands And the costs of all such conveyances shall be borne by the Company and such costs shall include all charges and expenses of what kind and nature socver incurred on the part of the seller as well as the purchaser in that behalf But 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 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 order of the said Court or a Judge thereof and the expense of taxing such costs shall be borne by the Company. 168. Before the Company shall use any lands for any of the purposes aforesaid they shall separate the same by a cattle and sheep proof fence trom the lands adjoining thereto with such gates of the like character as may be required for the convenient oceupation of such lands and shall also to all private roads used by them as aforesaid put 1874. — 37 VIC. Deniliquin and Moama Railway. put up fences and gates in the like manner in all cases where the same may be necessary to prevent the straying of cattle or sheep from or upon the lands traversed by such roads and in case of any difference between the owners or occupicrs of such roads and lands and the Company as to the necessity of such fences and gates such fences and gates shall be put up by the Company as any two Justices of the Peace shall deem neeessary for the purpose aforesaid on application being mide to them. 169. If the line of the railway cross any public highway or parish road then cither such road shall be carried over the railw: ay or the railway shall be carried over such road by means of a bridge of the height and width and with the ascent or descent 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 it shall be lawful for the Company to carry the railway across any highway on the level. : 170. If the railway cross any public highway or parish road on a level the Company shall erect and at all times maintain good and % sufficient gates across such road on cach 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 railwa ay except during the time when horses eattle sheep carts or carriages passing along the same shall have to cross such railway and such gates shall be of such dimensions and so constructed as when closed to fence in the railway and prevent cattle sheep or horses passing along the road from entering upon the railway and the person entrusted with the care of such wates shall cause the same to, be closed as soon as such horses cattle sheep 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 Commissioner for Railways in any case in which he is satisfied that it will he more conducive to the public safety that the gates on any level crossing over any such road should be kept so 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 except 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. 171. In case of accidents or slips happening or being apprehended to the cuttings embankments or other works of the said railway 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 neccessary for the purpose but in every such case the Company shall within forty-cight hours after such entry make a report to the Commissioner for Railways specifying the nature of such acei- dent or apprehended accident and of the works necessary to be done and such powers shall cease and determine if the said Commissioner shall after considering the said report certify that their exercise is not. necessary for the publie safety Provided also that such works shall be as little injurious to the said adjoining lands as the nature of the accident or apprehended accident will admit of and shall be executed with all possible despateh and fall compensation shall be made to the owners and occupiers of such lands for the loss or injury or inconve- nienee sustained by them respectively by reason of such works the amount of which compensation in case of any dispute about the same shall Crossing of roads. Provisions i in cases '¢ yoads are Troe on a level. Power for railway companies to enter upon adjoining lands to repuir accidents subject to certain res- trictions. 72 30 VIC. 1874. Deniliquin and Moama Railway. shall be scttled in the same manner as cases of disputed compensation in other cases under this Act and prov ided 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. Works for benefit of 172. The Compeny shall make and at all' times thereafter owners. maintain the following works for the accommodation of the owners and occupiers of land adjoining the railway (that is to say)— Gates bridges &e. Such and so many convenient gates bridges arches culverts and passages oyer 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 be made forthwith after the part of the railway passing over such lands shall have been laid out or formed or during the formation thereof. Fences. Also sufficient posts rails hedges ditches mounds or other fences for separating the land taken for the use of the railway from the adjoining lands not taken and protecting such land from trespass or the cattle or sheep of the owners or occupiers thereof from straying thereon by reason of the railway together with all necessary g 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. Drains. Also all necessary arches tunncls culverts drains or other passages cither over or under or by the sides of the railway of such dimensions as will be sufficient at all times to convey the water as clearly from the lands lying near or affected by the railway as before the making of 'the railwe ay or as nearly so as may be and such works shall be made from time to tine as the railw: ay works procced. 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 have agreed to reecive and shall have been paid compensation. Bridges hove to be 173. Every bridge to be erected for the purpose of carrying the con ted over "2Y vailway over any road shall be built in conformity with the following regulations namely : The width of the arch shall be such as to leave thereunder a clear space of not less than thirty feet if the arch be over a public highway and of twenty fect if over a parish road and of tvelve fect if over a private road. The clear height of the arch from the surface of the road shall be not less than sixteen fect for a space of twelve fect if the arch be over a turnpike road and fifteen fect for a space of ten feet if over a public carriage road and in each of such cases the elear 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 fect shall not be less than fourteen fect 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 fect if the bridge be over a public highway one foot in tw enty if over a parish road and one foot m sixteen if over a private road not being a tramroad or if the same be a tramroad or railroad the descent shell not be greater than the ruling gradient of such tramyroad or railroad. And 1874. ov VIC. Deniliquin and Moama Railway. And every bridge erected for carrying any road over the railway shall The like over railway, 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 not less than three fect The road over the bridge shall have a clear space between the fences thercof 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 one foot in thirty feet if the road be a turnpike road one foot in twenty feet ifa parish road and one foot in sixtcen fect 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 tramroador railroad. 174. Provided always that i in all eases where the average avail- Width of bridges ° need not excoed those able width for the passing of carriages of any existing road within fifty yards of the point of crossing the same 'is less than the width hereinbefore prescribed for bridges s over or under the railway the width of the 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 he increased 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 execeding the width of such road as so widencd or the maximum width herein prescribed for a bridge in the like case over or under the railway Provided also that if the mesne inclination of any road within two hundred and fifty yards of the point of crossing t same or the inclination of any such portion of any road as may be required to be 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 altcred or for which another road shall be substituted. 175. In consideration of the great charges and expenses which Tolls allowed. the Company must necessarily ineur in making and maintaining the vailway and other works he veby authorized to he made it shall be lawful for the Company from time to time and at all times hereafter to demand take reccive and recover to and for the use and benefit of the Company a toll for and in respect of all passengers goods and property of cvery description which shail be conveyed or transported upon such railway or any branch thereof or in the carriages or vessels connected therewith as aforesaid at such rates per mile as shail be established from time to time by the directors not execeding— For cach passenger by the first-class of carriage fourpence by the second-class of carriage twopence half-penny. Vor the carriage per truck per 'mile of horses cattle calves and pigs sixpence. For the carriage of sheep the whole distanec fourpence per head Carrying {rom nincty to a hundred eightpence per truck per mile. For the carriage of every dog one penny per mile provided that the minimum charge for any dog shall be one shilling. For the carriage of wool for the w hole distance three shillings per bale. For of roads, Existing inclinations of roads need not be 1€ improved. 74: Public mails. Compensation for carrying the mails to be fixed by agree- ment or arbitration. Nomination of arbitrators and umpires. 37° VIC. 1874. Deniliquin and Moama Ruilway. For the carriage of general goods— First-class—Fivepence per ton per mile. Second-class—Sixpence per ton per mile. Third-class—Sevenpence per ton per mile. Fourth-class—Ninepence per ton per mile. 176. The Postmaster General of the Colony acting on behalf of the Government may from time to time by notice in writing under his hand delivered to the Company require that the mails or post letter bags with the guards in charge thereof employed by him shall 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 railway either on the ordinary trains or by special trains at such times during the regular traffic hours of the Company as he may direct 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 railway for the conveyance of such mails and post letter bags to the satisfaction of the Postmaster General and shall receive and convey by such ordinary or special trains all such mails and post letter bags as are for that purpose from time to time tendered to the Company or any of their officers or servants by any officer of the Post Office and shall receive and convey in and upon the carriages conveying such mails or post letter bags the guards in charge thereof aid any other officer of the Post Office and shall reecive deliver and leave such mails post letter bags guards and officers at such places on the line of railway on such days and at such times during the appointed hour of traffic and subject to all such reasonable regulations and restrictions as to the speed of travelling places and times of stoppages and of ¢rrival as the Postmaster General shall appoint Provided always that the rate of speed so to be required shall in no case exceed the maximum rate of speed pre- scribed by the directors for the conveyance of passengers by their first- class trains And the Company shall not be xesponsible for the safe custody or delivery of any mails or post letter bags so sent. 177. The Company shall be entitled to such reasonable remuner- ation to be paid by the Postmaster General for the conveyance of such mails post letter bags mail guards and other of'icers of the Post Office in manner required by such Postmaster General or by such other officer of the Post Office as he shall in that behalf nominate as aforesaid as shall (either prior to or after the commencement of such service) be fixed and agreed on between the Postmaster Gcneral 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 numed by the Postmaster General and the other by the Company and if such two persons cannot agree on the amount of remuneration 0: compensation then to umpirage of some third person to be appoirted 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. 178. In all references to be made under the authority of this Act 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 by the party giving notice to name tle other arbitrator and such arbitrators shall proceed forthwith in the reference and make their award therein within twenty-cight days after their appointment or otherwise the matter shall he left to be determined by the umpire and if such umpire shall refuse or neglect to proceed and make his award for the space of twenty-eight days after the matter shall have been referred to him then a new umpire shall be appointed by the two first named 1874. 37° VIC. 75 Deniliquin and Moama Railway. named arbitrators who shall in like manner proceed and make his award within twenty-cight days or in default be superseded and so on toties quoties. 179. The Company on being required so to do by the Govern- Ottigation to permit ment shall be bound to allow every person or persons duly authorized wenn of electric tele in that behalf with servants and workmen at all reasonable times to by Government. entcr into or upon the lands of the Company and to establish and lay down upon such lands adjoining the line of the said railway or any branches thereof or line of Hlectric Telegraph for Her 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 Her Majesty's service subject to such reasonable remuneration to the Company as may be agreed upon between the Company and the Government or in case of disagreement as may be settled by arbitration as aforesaid Provided always that subject to a 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 partics or in the event of a difference as may be settled by arbitration as aforesaid. 180. Whenever it shall be necessary for the public service that Troops to be any of the officers soldiers or seamen of Her Majesty's Military or °° Naval Forces or of the Colonial Permanent Force or of any Colonial Volunteer or Militia Force or members of the Police Force or any persons in the employment of the Government and then in the actual discharge of some public duty shall travel by or use the said railway the Company shall and are hereby required to permit such Forces respectively with their baggage stores arms ammunition and other necessaries and things on the production of a route or order for their conveyance signed by the proper authority 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 Colonial Secretary or any officer duly authorized for that purpose and the Company. 181. It shall be lawful for the Governor with the advice aforesaid Right of purchasing subject to the provisions hereinafter contained at any time after the tppantenacee its expiration of the term of twenty-one years from the passing of this Act, reserved to the to purchase the said railways and other works with all its hereditaments ©" stock and appurtenances upon giving to the Company three calendar months notice in writing of such intention and upon payment of a sum cqual 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 for the said seven years Proviso for reference shall he less than the rate of fifteen pounds in the hundred it shall be ' *Petien. 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 works and property refer- ence 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 money shall be 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 reduecd seale of tolls fares and charges as aforesaid shall be in force. 182. It shall be lawful for the Company upon a resolution made Power to lease by three-fourths of the sharcholders present in person or by proxy at "ys & any general meeting to lease therailways 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 comprised 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 76 3a" VIC. 1874. Deniliquin and Moama Rrilway. the term thereby granted and such other provisions conditions obliga- tions and agreements as are usually inserted in leases of a like nature. Effect of lease 183. Every such lease shall entitle the Company or person to transfer of power & whom the same "shall be granted to the free use of the railway or portion of railway and other works comprise 1 therein and during the. continuance of any such lease all the powers and privileges granted to or which might otherwise be exercised and enjoyed by the Company hereby incorporated or the directors thereof or their 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 office's agents and scrvants of such lessee under the same regulations and restrictions as are hereby imposed on the Company hereby incorporated and their directors officers and servants and such lessee shall with respect to railway or other work comprised in such lease be subject to all the obligations by this Act imposed on the Conpany hereby incorporated. Power to sell railway 184. It shall be lawful for the Company upon a like resolution as and plant. last aforesaid to sell the railway and works of the Company or any part thereof to any person or company and to eonvey the same (when a deed shall be necessary) by deed under thei: common seal and such decd so executed shall be effectual to vest the land comprised therein to the purchaser thereof for the estate which shall have been so pur- chased And a receipt under the common scal of the Company hereby incorporated shall be a sufficient discharge to t 1e purchase of any such land for the purchase money therein expressed to be received. When Government 185. Whensoever any railway the property of the Government gauge to be adopted. OF New South Wales shall be connceted with ov reach any point of the line of railway authorized by this Act the Company shall at their own cost within six months after notification by the Government to the said Company of the fact of such connection adopt and maintain upon and throughout the line cf railway so authorized the gauge mentioned in such notification And if withir. twelve months after the delivery of such notification the Company shall not have completed the works necessary in consequence of such adoption of gauge through- out their line of railway the said railway and ul the works stations stock and plant connected therewith shall be forfeited to Her Majesty. Power to use bridge 186. Upon the completion of any bridge across the River Murray over the Murray. — constructed by the Government of New South Wales whether solely or in conjunction with that of Victoria and the connection therewith of the line of railway authorized by this Act it shall be lawful for the Company to carry their railway across such bridge subject to such conditions and stipulations as the sole or conjoint Government or .Governments may prescribe in that behalf. sion ene 187. If any person shall throw any gravel stones or rubbish or course of railway. any matter or thing upon any part of the railw. ay to be made by virtue of this Act or shall drive or 'permit to wander stray or be driven upon any such railway or the approaches thereto any horse ass sheep swinc 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 railw ay or any part thereof every person so offending in any of the cases aforesaid shall forfeit and pay to the Company for ever y such offence any sum not exceeding ten pounds and such penalty may be recovered before any two Justices of the Peace on complaint to ticm for that purpose : exhibited by any person on behalf of the said Company. Poets petiaeting 188. Every person who shall wilfully do or cause to be done railway so as to anything in such manner as to obstruct any eng ne or carriage using endanger safety of td pall w. p . 2 7 j . persons conveyed. the said railway and to endanger the safety of pe:sons conveyed in or upon 1874. ov VIC. 77 Deniliquin end Moama Railway. upon the same shall be guilty of a misdemeanor and being convicted thereof shall be liable at the discretion of the Cowt before which he shall have been convicted to be imprisoned with or without hard labor for any term not exceeding two vears. _ _189. If any person shall wilfully or maliciously and to the ee te be. 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 fclony and every person so offending and being thereof lawfully convicted shall be lable at the discretion of the Court to be sentenced to hard labour 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 without hard labor in any gaol or house of correetion for any period not exceeding three years. 190. It shall be lawful for any "officer or agent of the Company Punishment of or for any special constable duly appointed and all such persons as Mr employed on they may call to their assistance to seize and detain any engine driver misconduct.» waggon driver guard porter servant or other person employ ed by the Company or by any other company or person in conducting traffic upon the rail: ay 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 be or might be obstructed or impeded and to convey such engine driver guard porter servant or other person so offending or any person counselling z aiding or assisting in such offence with all convenient dispatch 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 stich Justice (upon a complaint without information in writing) in the diseretion of such Justice be imprisoned with or without hard labor for any term not excceding two months or shall in the like discretion forfeit any sum not exceeding ten pounds and in default of payment thereof shall be imprisoned w ith or without hard labor for such period not exceeding two months as such Justice shall appoint unless the penalty be sooner paid. 191. If any person shall wilfully obstruct or impede any officer Penalty for obstruct- or agent of the Company in the execution of his duty upon any rail- ae Gewmant or the way or upon or in any of the stations or other works or premises Con. trespassing upon any nected 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 made to him by any officer or agent of the Company every such person so offending and all others aiding or assisting therein shall and may be seized and detained by any such officer or agent or any person whom he may call to his assistance until such offenders can be conveniently taken before some 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 diseretion of such Justices forfeit to the Company any sum not exceeding five pounds. 192. 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 done by pete bt any act matter or thing done under the authority of this Act unless this Act unless within such suit or action shall be commenced within six months next after Sh months ster the offence shall have been committed or cause of action accrued and action. notice in writing of such action and the cause thereof shall be given to the 78 37° VIC. 1874. Deniliquin and Moama Rvilway. the defendant one calendar month at least tefore 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. Receipts of minors 193. The receipt of the guardian of any minor or that of the and lunatics committee of any idiot or lunatic shall be a s rfficient discharge to the company for any money payable from the saic Company to any such minor idiot or lunatic. Custody and nse of 194. The directors shall have the custody of the common scal "P : and the form thereof and all other matters relating thereto shall from to time be determined at meetings of directois and the directors time 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 to 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 sea] in respect of any of the ordinary business of the Company or for tle appointment of any attorney or solicitor for the prosecution of any action suit or other pro- ceedings or of any officer or servant of the Company and such seal may be affixed to any deed or document by tie 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 execution sha 1 have no operation in law or shall operate only as an escrow (according as may be indicated in the attestation aforesaid) until the treasurer o: other officer charged with the receipt of moncys on behalf of the Company shall have certi- fied under his hand at the foot thereof that such consideration moncy has been duly paid. Provisions for dissolu- 195. In case a majority of proprietors present in person or by tion of Company sales Hroxy at any general meeting shall resolve trat it is expedient to amalgamation with lissolve the Company and to sell or dispose of the railway and other another Company. »onerty works and effects of the Company or to amalgamate the said Company with any other Company and to transfer such railway and other property works and effects to the amalzamated Company an extraordinary general meeting shall be calle for the purpose of reconsidering such resolution and of affirming o: disaffirming the same and if at such last mentioned meeting the sare or any modification thereof substantially in accordance therewith shall be adopted by a resolution agreed to by proprietors present in person or by 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 same) 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 conta:ned and all powers privileges rights and duties of the directors and of the sharcholders respectively shall notwithstanding such resolution as last aforesaid remain and continue in full force so far as the satne may be necessary for winding up the concerns of the Company end making all such necessary arrangements for carrying such resolution into complete effect 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. 1874. 37° VIC. Deniliquin and Moama Railway. SCHEDULES. A. . Form of Debenture. New South Wales. The Deniliquin and Moama Railway Company. Transferable by Delivery. No. (Under the authority of the " Deniliquin and Moama Railway Company's Act of 1873."') Tus Debenture entitles the bearer to the sum of one hundred pounds. sterling on the day of with interest thereon at the rate of pounds per centum per annum payable half-yearly on the day of and the day of in every year as per dividend coupons annexed which principal sum and interest are hereby charged and secured on the undertaking of the said Company and on all tolls receivable under or by virtue of the said Act and are payable at the offices of the said Company in or (at the option of the bearer signified in writing to the said Company and provided that & memorandum to that effect be endorsed hereon by the secretary or other officer appointed by the said Company for that purpose) at the office of the said Company in Melbourne or And the bearer may from time to time alter the place of payment from to or vice versd on giving at the office of the said Company where this debenture shall for the time being be payable six calendar months notice in writing terminating on some half-yearly day of payment of interest of his wish to make such alteration and obtaining a memorandum of such alteration to be endorsed hereon by the secretary or other such officer as aforesaid. Given under the common seal of the Company at aforesaid this day of B. Form of Certificate of Shares. The Deniliquin and Moama Railway Company. No. Tits is to certify that of is the proprictor of the share numbered of the Deniliquin and Moama Railway Company subject to the provisions of the said Company's Act. Given under the common seal of the Company this day of C. Form of Transfer of Shares. IT of in consideration of the sum of paid to me by of do hereby transfer to the said . share numbered in the Deniliquin and Moama Railway Company standing in my name in the books of the Company to hold unto the said his executors administrators and assigns (or successors or 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 and seals the day of '79 37° VIC. 1874. Deniliquin and Moama Railway. D. Form of Mortgage Deed. The Deniliquin and Moama Railway Sompany. Mortgage No. £ By virtue of the "Deniliquin and Moama Railway Company's Act of 1873" intituled We the Deniliquin and Moama Railway Company in :onsideration of the sum of pounds paid to us by of do assign unto the said his executors administrators and assigis the railway and plant and other property of the said Company [and (in case such logn shall be in anticipation of the capital authorized to be raised) all future calls on shareholders] and all the tolls and sums of money arising by virtue of the said Act And <ll the estate 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 per centuim per annum be satisfied [the principal sum to be repaid at the end of years from the date hereof (in case any period be agreed on 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 aD} Form of Bond. The Deniliquin and Moama Railway Company. Bond No. £ By virtue of the " Deniliquin and Moama Railway Company's Act of 1873" intituled (insert title) we the Deniliquin and Moama Railway Company in consideration of the suin of pounds to us in hand paid by (A.B.) of his executors administrators and assigns in the penal sum of pounds The condition of the above obligation is such that if the said Company shall pay to the said (A.B.) his heirs executors administrators or assigns [at (in case any other place of payment than the principal office of she Company be intended) ] on the day of the principal sun of pounds together with interest thereon at the rate of pounds per centum per annum payable half-yearly on the day of and day of then the above written obligation is to become void otherwise to remain in full force. Given under our common seal this day of 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 v certain mortgage number made by the Deniliquin and Moama 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 secured and in and to the tolls money and property thereby assigned. In witness whereof I have hereunto set my hand and sval this day of one thousand eight hundred and G. Form of Proxy. I one of the proprictors of the Deniliquin and Moama Railway Company do hereby appoint of to be my proxy in my absence to vote in my name upon any matter relating to the undertakir g proposed at the meeting 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 here mto set my hand (or if a corporation say the common seal of the corporation) "he day of one thousand eight hundred and 1874. 37° VIC. Newtown Omnibus Company's (Limited) Incorporation. H. 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 trustees appomted to receive the same pursuant to the Act of Council passed to establish and incorporate the Company called The Deniliquin and Moama Railway Company by the said Deniliquin and Moama Railway Company) do hereby convey to the said Company their successors and assigns All &e. [describing the premises to be conveyed] together with all ways rights and appurtenances thereto belonging and all such estate right title and interest in and to the same as J am or shall become seized or possessed of or am by the said Act empowered to convey to hold the premises to the said Company their successors and assigns for ever according to the true intent and meaning of the said Act. In witness whereof T have hereunto set my hand and seal the day of in the year of our Lord .