A BILLTo Establish and Incorporate a Company to be

called “ The Fitz Roy Iron and Coal Company.”

lining

WHKUEAS a certain Joint Stock C'onipany called “The Tit?: Roy Iron Mining (Company” was established in the year One

Thousand eight hundred and fifly-one, for the pnr]x)se of rpjarrying smelting, and disposing of the ores of iron and steel to l>e obtained from certain mineral lands situate at Mittagong, in the colony of New South AVales, the property of the said Company, and of manufacturing the said iron and steel in such manner as the Directors of the said C’omj>any should from time to time determine, tinder and subject to the rules, regulations, and provisions contained in a certain Deed of Settlement bearing date the tirteenth day of September, in the year aforesaid.And whereas the said P'itz Roy Iron Mining Company, are desirous of extending the ojierations of the said Company by admitting other persons willing to subscribe to and augment the Capital thereof, and it has been agreed betwe-en the said parties, the proprietors of the s;ud Company, to foi-m a new Company under the name of the Fitz Roy Iron and C^oal Mining Company, having a Capital of Two Hundred Thousand Pounds in ten thousand Shares of Twenty FouiuLh each.And wherea.s it has lieen agreed that the Iron and Coal Mines and all otlier the property of the said Kitz Roy Iron Mining Comply, shall be transferred to the Fitz Roy Iron and C’oal Mining C'ompany in con­sideration of the first three thousand three hundred and thirty-three shares of the Capital of the new or la.st mentioned C oinpany being allotted to and ve.sted in the Shareholders of the first mentioned Com­pany, as paid up shares, in the projwrtion in which they are now proprietors of shares in that Com}Kmy. And whereas the said several persons, projirietors of the said Fitz Roy Iron Mining C'ompany are desirous that the said Deed of Settlement should be cancelled and that a ('ompany should be established and incorporated under the provisions herein contained, and it is expedient that a Company should be established and incorporated for the jHirjHwcs herein mentioned.

Be it tJierefbre enacted by His Ivxccllency the Governor of New South Wales, by and with the advice and consent of the Legislative Council thereof, as follows

I. From and after the pa.ssing of this Act the said Deed of Settlement shall be deemed to be cancelled and made void and the followingoing c«»p«y cm. persons, that is to say, John Burton, Abraham Davy, Diivid Dewar,William Griffin, William CSriflin, Thoma.s Holmes, .Samuel I’laysted Jeston, Elizabeth Korff, John KorH’, Gordon KoHf, Samuel Henry Marsh, John Moring, Joseph Moring, Frederick John Kotherv, 1 homa.'

Tipple Smith. Tipjilc Smith, IVtor Rirhcr M’iiittielil, amiall other persons who shall horeallor become stibscrihers to the siiul Compatiy, and their several and respective successors, executors, administrators, aiul assigns, shall he and hereby are united int«) a (’onipajiy tor the puq>nse of working certain Iron and (’oal Mines situated at Mittagong, ami other places in the Colony of New South Wales, and t)f (piarrying, raising, molting and disposijig ot the ores of Iron, Steel, and other Minerals to be obtained from tin- said Mines, attd of manufacturing and disposing of the same in such manner as mav he thought exjtedieut, and also for the pur|u>se ot working any other Mines whatsoever of which the said ('ompany may horeatler Ix'come possessed according to the rules, orilers, ami directions hereinatVer mentioned, and for that puqxtse shall be one Body CorjH)rate, by the name and style of “The Fitz Koy Iron ami

Miriing (’onipuny,” ami hy that name shall have jK'i-pctual s\icces- plh,,„a common seal, and shall and may sue and he suetl, plead, and

be impleaded, answer, ami be answered unto, defend, and be delended in all (’ourts and places whatsoe\er, and shall have power and aiitliority from and afler the passing of this act, and at all times thereafter, to jmrehase ami hold lauds, to them and their successors ami assigns, for the use of the said undertaking, and works, ami generally for the |)urposes of carrying the provisions of this act into effect, and also to sell and dispose of the said lands again, without incurring aTiy penalties or forfeitures; atul oil lands, tenements, hereditaments, mortgages, leases, agreements, mines, minerals, and all other pro])crty of whatever nature, real and personal, belonging to the said Fitr. Roy Iron, Mining ('omjjany, shall be vested in and become the absolute property of the sail! C'onjpany hereby incorporated.

capital of the (^nmj)any hereby established shall (until ^•r. .rf£jneicK increased a.s hereinafter provided) be Two Inindred thousand pounds

sterling, and shall b<> divided into Ten thousand shares of '['wenty pounds eacli; and sitcli shares shall be numbered in regular or aritlime- tical progression, beginning with nnmber one, and every such share shall l>e distinguished by its ajjprojjriate number ; And flic said shares shall bo and are hereby vested in the persons hcroinbetbre named, and in such other persons as sludl lake shares in the said (amipany, and tlieir successors, and their several ami respectii’e executors, administrators, and assigns.

r* three thousand, three hundred and thirty tlirec shares,i’mpneu>ni«ftiw>F;t7 shall bc vcstcd in the several proprietors ot' the said i’itz iloy Iron ifi-npMy'*" ’ "‘"'Mining Company, and in the projiortions mentioned in the Schedule A

to this Act annexed, ami the said shares shall be deemed and taken to have been fully paid up by the holders tliereof respectively, and shall be entertsl in the Registry of Shareholders accordingly; atul upon taking- any other share every subscriber shall pay to the Secretary or other proper officer of the said (ompany, the sum of two pounds sterling, in respect of every share which sliall be so taken, and shall within one

s wTsm ealendiu- immtli thereafter pav a furtlicr sum of'two pouiuls ujum everyi.pnM"of£4 ‘such share, and the remaining amount of every such share shall be jiaid

in the manner hereinafter provided.

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I\’. All Mlutres in the capital oftlu* Company shall l>c deemed sonal estate, and shall be tratittferable and transmissible as such, and ahull not he of the nature of real estate.

V. Kvery person who slmll by virtue of this act have subscrilK‘d or shall otherwise have become entitled to a share itJ the sai<l C«>inpan\, and whose name shall have lu'cn entered on tiu* register of shareholders hereinafter mentioned, shall Ih‘ deemed a shareholder of the Company, and shall ho entitled to partieijjate in the profit and dividends of the Company in ])ro|>orlion to the amount of capital which he shall have })uid up.

\’I. The Directors shall cause the names, additions, and addresses R«k“‘o sh*r*- of the several persons entitled to shares, together with the number of sliares to which they shall be respectively entitled, distinguishing each sliarc by its proper number, and the amoimt of the sulwcriptions paid on such shares, to be from time to time fairly and distinctly entered in a Register Ik>ok to be kept in the office of the said Company for that })iirpose, and to be called the “ Register of'Shareholders,” and the sur­names or cor|M)rate names of the said 'shareholders shall bo placed in alphabetical order, to the end that each j)roprietor for the time being and his interest in the Comj>any may be known.

VII. On demand by the holder of any shares the Directors of the C’omnanv shall cause a certificate of the Proprietorship of such shares toCirtiSciiefordumu)

I * * I n 1 ke w«ed to »h«vbe deliveiecl to such shareholder; and such certificate shall have thehoWen.common seal of the C’ompany affixed thereto, and shall sj>ecify the sharesto which such siiareholdcr is entitled, and the same may be accordingto the form in the sclmdule B to this act annexed, or to the like effect;and such certificate shall be admitted in all Courts as priina facie evidence w e.iof the title of such shareholder to the share therein specified, but thc,h^ »want of such certificate sludl not prevent the holder of any share fromdisposing thereof or receiving his sliaie of the profits in respecttliereof.

If any such certificate he worn out or ilamaged then upon same being jiroduced at some meeting of the Directors, such Directors mav order the same to be cancelled and another similar certificate to bc given to the party in whom the property of such certificate and of the shares therein mentioned shall be at the time vested ; or it such certi­ficate be lost or dostroved, then upon proof thereof to the satisfaction .of the Directors, a similar certificate shall be given to the jiarty entitled to the certificate so lost or destroyed and to the shares therein mentioned, and in either case a due entry of the substituted certificate shall K* made by thv SccrcUirv in tlie Register oi‘Sharelioldeis,

" IX. It simll'be lawful lor any sliarehol(icr to sell and transfer all an V of his shares subject to the j)rovision.s herein contained; provided that every such transfer shall be bv deed in which the consideration shall he stated ; and such deed may be according to the form in the Schedule (’ to this act annexed, or to the like effect; and pro\-itied also that if any certificate of the proprietorshij) of the shares to be trans­ferred shall have been issued, the same shall upon such transfer l>e ilelivered up to the Directors to be cancelletl or to be endorsul by tlie Secretary fo the ('ompany with a memorandum of the transfer, unless

^c.

Hvoks.

it ^lu^ll he- hliown to tlio sati>tacti<»n ot‘the Diroctoifi tiuit liic saino has Iktu lost or iiostu>vetl.

Tt»n!*rof-h«r.*iBhp X. The «iid ilot'd of’ Inuistcr (when duly executed) shall lx^delivered to the Secretary and he kept hy him, and he shall enter a memorial thereof in a lu>ok to Ik* called the “ Register ot rranslers” and shall endorse such entrv on the deed of transfer, and shall on demand deliver a new ecrtiticate to the purchaser ; and on the request ot the purchaser ot’anv shares an indorsement of snch transfer shall be made on the existing certitieate of such shares instead of a new cer- tiHcate being granted ; and n|K>n such indorsement being signed by the Secretary, sneh eerliticatc shall l>e considered in every resj)cct the same as a new certificate ; and until sucii deed of transfer Itas been so deli\ ered fo the Secretary as aforesaid, the vendor of the shares sliall continue I'mble to the Conqwny tor atiy calls that may be nuule u])on such shares ; atul the purchaMT shall not Ih' entitled to receive any share ot' the profits of the C'<Mnpany or to vote in respect of snch shares.

XI. It shall be lawful for the Directors to close the Register of Transfers, for a periotl not exceeding fourteen days previous to each half-yearly ineetittg, and they may fixatlay for the closing of the same of which seven days notice shall be given by advertisement in one or more newspapers and anv transfer nuule during the time when the transfer lxK>ks are so closed shall, as between the C’ompany and the party claiming uiuler the same, but not otherw ise, be considered as made subsequently

such half-yearly meeting.Traomunon of sb&n* XII. If the interest ill any'shares have become transmitted in con-

10beBathmu. sequence ot the death or bankruptcy, or insolvency ot any snarenolutr, i«iedbykderWkt^ or 111 conscquencc of llic marriage of H female shareholder, or by any

other lawful means than by a transfer according to tlie provisions of this ,\ct, snch transmission sliall be authenticated by a declaration in writing as hereinafter mentioned, or in such other manner a.s the Directors shall require; and ever)- .such declaration or other authentication shall state and show the manner in wiiich, and the party to whom .such .shares shall liave been so transmitted, ami .shall Ix' made and .signed by some credible (icrson licforc a justice of the peace or Notary public ; and such declara­tion or other authentication shall be left with the Secretary, and ujKm the same being deemed satisfactory hy the Directors, he shall enter the naiiK* of the person entitled under such transmi.ssion in the Register ot Sliareholdcrs ; and until .such transmission has been so autiienticated and finch entry made, no person claiming by virtue of any such tran.s- mission, shall he entitled to receive any share of the profits of tlie undertaking nor t<* vote in respix-t of any sucli share as the holder thereof.

Proof of innRniwon XIII. If such transnii.ssion be bv virtue of the marriage of a femalebv viU, * i • • > n *’ shareholder* the said declaration or other authentication shall contain acopy of the register of such marriage, or other jiarticulars ot the cele­bration thereof, and shall declare or shew the identity of the wife with the holder of such shares ; and if such transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of ihe will, or the letters of administration, or an official extract therefrom ihull together with such declaration or other authentication bc produced

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to the Secretary; and upon such production in either ot' the cases aforesaid, the Secretary shall make an entry of the declaration or other authentication in the said Uepister of Transfers.

XIV. The Company shall not be bound in any manner bytrusts, or equitable interests, or demands affectin;? any share standing in m »ip«t of the name of any person as the ostensible proprietor thereof, or l)e re(juired to take any notice of such trusts or equitable interests or tlemands, but the receipts of the person in whose names the shares shall stand in the Iwoks (»f the C’ojnpany, shall notwithstanding such trusts, or equitable interests, or deniancLs, and notice thereof to the Company, ]>e a good, valid and conclusive discharge to the Company for or in respect of any dividend, or other money payable by the Com­pany in rcs|)cct of such shares, and a transfer of the said shares by the person in whose name such shares shall so stand shall, notwithstanding as aforesaid, be binding and conclusive as far as may concern the said (’omi>any against all jjersons claiming by virtue of such trusts, or equitable interests, or demands ; Provided always that it shall be com- j)etent to the Directors of the Company, if they shall think fit so to do, to withhold ]>ayment of the dividenfls on any such shares, and to refuse to allow, or recognize the transfer of such shares in any ca.se in which the Company shall have had notice of any claims under an alleged trust, or equitable interest, or demand, and when such claim shall appear to the Directors to be well founded. And Provided also that nothing herein contained shall be deemed or taken to interfere with or abridge the right an<l power of a Court of Equity to restrain the pay­ment of any such dividend, or other money payable by the Company in respect of any such shares, or the transfer thereafter of any such shareai, or to direct the payment of such dividends, or other money not already paid by the Company, or the transfer of .such shares to such person as such Court may think fit.

XV. The several persons who have accepted or who sliall hereafterS“^^^‘“^P“^ accept or hold shares in the Company sliall pay the amount of the saidshares or such portions thereof as shall from time to time be called forby the Directors at such times and places as shall be appointed by theDirectors; and with respect to the provi.sion in this act contained forenforcing the iiayment of calls the word ‘Shareholder’ shall extend to Teno‘Si»irboW«r t«

^ ^ ^ ^ • OL I 1 1 uwlnde reprwe&uatf*and include the legal personal representatives of every such Shareholder.

XVI. It shall be lawfiil for the Directors from time to time to make»»bmIh .such calls of money upon the several shareholders in nsipcct of the ainouut of their respective shares as the said Directors shall deem necessary, provided that thirty days notice at the least be given of eachcall hy a Notice in the Govt^rnment Gazette, and in one or more of the Newspajiers jniblLshod in Syilney, and that .successive calls be not made at a less interval tJian three months, and that no call exceed the sum one pound for or in ri^pect of any one share ; and every shareholder shall be liable to jiay 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 tiuieto time apjKiinted by the said Directors.

XVII. If before or on the day appointed for payment, any share­holder .shall not pay the amount of any call to which be is liable, he

C)

sliull be lialjle to pav interest liicreon at the rate of eight per cent, per annum, from the dav appointed tor the j>ayinent thereot', to the lime of the actual payment; and no such shareholder shall whilst any call on any t>f his shares shall be in arrear Ik* entitled to transtcr any of his siiares or to vote at any (ieneral .\feeting or to receive any dividend.

It sliall be lawful for the Directors if they think Ht to receive trom any ot the Shareholders who sliall he willing to advance the same, all or any part ot the moneys due upon their respective shares iK'vond tlie sums actually called for, ami such shareholder sliall there­upon be entitled to participate in the profits of the Company in propor­tion to the amount of Capital they shall thereupon have jiaid up, or if it shall he so arranged between the Directors ami anv such sharcliolder the C ompany may jm' Interest at such a rate not exceeding the rale afore­said ujKHi the amount of Capital which such shareholder may have paid uj) in excess of tlie calls for the time being made iqion his shares, as the sliure- holdcr paying such sum in advance and the Directors shall agree upon.

XIX. It at the time appointed by tlie Directors for tlie payment of any call, any .shareholder shall fail to pay the amount of such call, it shall be lawful for the Company to sue such shareholder for the amount tliereof in any Court of I^w or Kquity, having competent jurisdiction,

iwi»mticvi ill «iu 10recover tlie s;une, with interest as aforesaid ; and in any action orshall be sufficient for the Comjiany to declare that the Defendant

is the holder of one share or more, (.stating the number) and is indebted to the C ompany in such sum of money as the calls in arrear slial! amount to ill respect of one call or more, (stating the number and amount of

, ^ . ^‘acli of such calls) whereby an action hath accrued to the Coiniiaiiv bvfor \irtue OX tins Act; ami on the trial or hearing of such action or .suit, it

shall be sufficiLMit to prove that tlie defendant at the time of making .such call was a holder of one share or more in the Company, and that .such call was in fact made, and .such notice thereof given, as is directed by this Act; and it .shall not be nece.s.saiy to prove the ajipointincnt of the Directors who made such call, nor any otlier matter whatsoever, and tliereujion the Company shall be entitled to recover what shall In-

®’due upon such call and interest thereon ; and the production of the register of .Shareholders required to be kept in tlie office of the Com­pany shall be prinia facie evidence of such defendant’s being a Siiure- bolder, and of the number and amount of his shares.

If any Shareliolder shall fail to pay any call payable by him, together with the interest due thereon, the Directors at any time after the expiration of two months from the day appointed for payment of sneh call, may if they shall think fit, declare the sliares in re.spect of which

V u. • payable forfeited, and tliat whether the said Companvto jor thc Hixiouiit of sijcJi cull or Hot j ProvHdcd tliut bcfcH’c*

.4i« n,rjat.d. declaring any share forfeited, the Directors shall cause notice of theirintention to declare such share to be forfeiteil to be left at or tvan.s- mitted by the ]>o.st to the usual or last place of abode of the person appearing by the register of Shurelioldors to be the proprietor of such share, and if the holder ot any such share shall be beyond the limits of this Colony, or if his or their usual or last place of abode be notknown to the Diiectors, by reason of its being imjierfecfly described in the regi.ster of

SharohoUiiTs or othcnviRo, or if the interest in any such share shall he known hy the Directors to Jmvc k'come transmitted otherwise' than hv transfer as hereinbefore mentioned, but a declarati<»n ofsiich transmission shall not have been registered as aforesaid, and so the address of the party to w hom the siiid share may have been transmitted or may for the time being belong shall not he known to the Directors, the Directors shall gi\e public notice of such intention in the (inrprnmenf (iazt-tU- and also in one or more of the newspapers published in the City of Sydney and the several notices aforesai<i shall bc given twenty-one days at least before the Directors shall make such declaration of forfeiture.

XX I. AfVer such forfeiture, it shall bo lawful for the Directors to sell " ’the forfeited share cither by public auction or private contract, and if there more than ojie forfeited share, then cither separately or together as to them shall seem fit; provided that the (’ompany shall not sell or to Iwtransfer more of the shares of any such defaulter than shall be sufRcientto‘)>iy as nearly as can bc ascertained at the time of such sale, to pav the arrears”**^ thcji due from such defaulter on account of anv calls, togetiier with the interest and the expenses attending or occasioned by such forfeiture and sale, and if the money produced by the sale of anv such forfeited share be more than sufficient to pay all such arrears of calls and interest anti ex­penses, the surplus shall on demand be paid to the defaulter; and provided

1 .1 ^ 1* , ;• II , . . ^ «i« 5h»t« 1ralso, that it payment ot snch arrears of calls and interest and expenses be"»mi*thepwti-. made before any share so forfeited shall have been sold as aforesaid, such share shall revert to the party to wliom the same belonged before sneh forfeiture, in snch manner as if such call hatl been dnlv paid.

XXII. A solemn declaration in writing bv some credible person not^‘''“*^®'^'-"V'^ ' nUcre.stca in the matter, made in conforniity with the jirovisions of an Act of Council, jiassed in the ninth year of the reign of Her pre.sent Majesty, Queen Victoria, and numbered }), that the call in respect of a share was made and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was declared in manner hereinbefore required, shall be sufficient evidence of the fact> therein stated, and such declaration and the receipt of the I'reasurer or other officer of the Company authorised by the Directors to receive payment of the price of such share, shall constitute a good title to such share, and a certificate of proprietorshij) shall be delivered to such purchaser, and thereupon he shall be deemed the holder of such share discharged from all calls due prior to sucli purchase, and he shall not bt' bound to see to the application of the purchase-money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such forfeiture or sale.

XXUl. The first General Meeting of the Sliareholders of tJie Com-f*"*\n\ny for])utting this Act in execution, shall he held at some convenient place within the C'ity of Sydney within two months after the passing of this .-Xct, between the hours of ten in the foremM)ii, and four in the uf’ternoon, and the future General Meetings of the ('onij>any, shall be held on the first Monday in the months of Tebniary and August, oratsuch other stated j)eriotls as shall be aj)j)ointed for that purjiose, by an order of a General Meeting, and tfie Meetings so a|)|X>intotl shall be called “ Half-yearly General Meetings,” and all Meetings, whether Half-yearly

or <*xfraoi'din;ir_v, siioll hf lit'lij at ^ucli plan* n*' tht' .Sliarpholdcrs siiull at anv CJeneral Meetin^j dirtH-t and appoint, and iC no huch dirvction l»* given then, at such place as the Directors shall from lime to timeappoint. _

XXIV. No matters except such as are appointed by tiiis Act to beMeKinp. ^ HaltWeaHy General Meeting, shall be transacted at any micIi

Meeting, unless special notice of such matters Imve been given in the Uunnw At •*tr»orti-advertisement convening such Meeting, and no extraordinary Meeting

enter Upon any btisiness not set forth in the notice upon which it shall have been convened.

EttfMTdinwy XXV. Kvcr\' General Meeting of the Shareholders other tlian a half-yearly Meeting, shall bc called an “ Extraordinary Mi>cting,” and such

Ert»oriiiB»ryM«etmg Meetings may be convened by tlu? Directors as they think tit; and any u of shareholder^!, holding in the aggregate five hundred shares

mav, by writing under their hands, at any time rtHpiirc the Directors to call an extraoi’dinary Meeting of the ('ompany, and stich requisition shall fidly express the object of the Meeting required to bc called, arid shall be left at the office of the Comi>any, or givt'ii to at least three Directors, or left at their last or usual places of alM)dc ; and fortliwith upon the receipt of such requisition, the Dirt*ctors shall convene a meeting of the shareholders; and if for twerity-one days after such notice, the Directors shall fail to call such Meeting, the number of shareholders aforesaid, qualified as aforesaid, may call such .Meeting by giving fifteen days public notice thereof in the GtwrrnnieiiU Gazeifr, and in one or more of the newspapers pjibHshe-d in the City ot Sydney.

Notice of Vectii^t. XXVI. Vifteen dava public notice at the least of all Meetingswhether half yearly or extraordinary, shall be given by atlverfisement in the Goremmenf Gazette, and one or more newspapersas hereinbefore mentioned which shall specify the place, day, and the hour of meeting, and every notice of an extraordinary meeting, or of a half-yearly meeting, if any other bireiness than the business licrcby apjmintcd for half-yearly meetings is to Ik* done thereat, shall specify the purpose for which the meeting is called.

QoorantofShM*u.Um XX^’II. In Order to constitute a general meeting, there shall Ik* u»* jjawii meeting, either personally or by proxy, shareholders Imlding in the

aggregate not less than one twentieth of the capital of the C’omjjany, and being in number not less thaji ten, and such .shareholders shall be a quorum ; and if‘ within one hour from the time a])poiivted for such meeting, the said quorum l)e not presetit, no husijjess shall be transatrted at the meeting other than the dcelaring of a dividend, in case that sliall be one of the objects of the meeting ; but such meeting shall, except in respect of the election of Directors as hereinafter mentioned, he held to be adjoimied sine die.

At Oeotni XXVIII. At every general meeting one or other of the following persons shall }>reside as Chairman : that is to say, the (’hairman of the Company, or in his absence the deputy Chairman, or in the absence ot the Chairman ami deputy Chairman some one of the Directors of the Company to be chosen by the meeting, or in the absence of tlie (’hairman and deputy ('hairman and of all tlie Directors, any shareholder to he chosen for tiiat puqiose bv the meeting; and such (Miairman shall Ik*

entitled to vote not only as a principal and proxy but also to give a casting vote if tliere bc otherwise an equality of votes; and every such general meeting may be adjourned from time to time, and from place to place, and no businctis shall bc transacted at any adjourned meeting, other than BwincM x the business left unfinished at the meeting from which such adjournment took place.

XXIX. At ail general meetings every shareholder who shall be voui rf »iu«hoM*n. possessed of five or more shares, shall, for the first five shares be entitledto one vote, for the next ten shares to one other vote, and for every additional number of twenty shares to one additional vote : Provided always, that no shareholder shall be entitled to more than fifteen votes altogetlier.

XXX. The votes ot shareholders may be given at any general m«m« meeting either personally or by proxies, being shareholders, authorisedby writing according to the form in the schedule (C) to this Act annexed,or in a form to the like effect, under the hand of the shareholdernominating such proxy, or, if such shareholder be a Corporation, thenunder tlieir common seal; and every proposition at any such meetingshall bc determined by the majority of votes of the parties present,including proxies ^ but no person shall be entitled to vote as a proxy lugnkiixuntspwi-unless tlie instrument appointing such proxy have been transmitted tothe Secretary of the Company, not less than forty-eight hours before thetime appointed for holding the Meeting at which such proxy is to beused.

XXXI. If several persons be jointly entitled to any shares, person whose name stands first in the register of shareholders, as one oi the holders of such shares, shall, for the purpose of voting at any meeting, be deemed tlie sole proprietor thereof; unless such joint share­holders shall mutually agree that one or other of themselves shall so vote and sliall so inform the Secretary of the Company by writing, under their haud.s} and on all occa-sions the vote ot such first named share­holder, either in person or by proxy, shall be allowed a.s the vote in respect of such shares, without proof ot the cwicurrence of the other holders thereof^ unless in case of such agreement and notice thereof as aforesaid; and if any shareholder be a lunatic or idiot, such lunatic or]^?***^^^**** idiot may vote by his committee ; and if any shareholder be a minor, hemay vote by his guardian or any one of his guardians ; and every suchvote may be given either in person or by proxy.

XXXII. Whenever in this Act tlie consent of any Particular majority of votes at any meeting of the Cimipany is ref^uired in order re^oi^jn to authorise any proceeding of the Company, such particular majority shall only be refjuired to be proved in the event of a poll being demanded at such meeting; and if such poll be not demanded, then a declaratimi by the Chairman tliat the resolution authorising such pro­ceeding lias been carrietl, and an entry to tliat effect in the book of proceedings of tlie Company, shall be sufficient authority for such proceeding without proof of Uie number or proportion ot votes ret'ordediu fiivor of or against the same.

XXXIII. The shareholders present either personally or at the first general meeting to be held as liereinbefore is mentioned, or oisuickoidm

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at some meeting to bc held by adjournment therefrom, shall elect sixf and at tiu- l.all'-yearly moctins

Which shall beheld in August in each year, one Director shall retirefrom office, snch retirement to bo ilecidod by lot between themselves, until ail the first set of Directors who shall have been elected at such first general meeting as aforesaid, shall have retired ; ami then at the half- yearly meeting to be held in August in every year thereafter, the Director who shall have been longest in office, shall retire ; and every such retiring Director shall bc immediately re-eligible; and at every such halbyearly meeting in August in every year, the shareholders then present personally or by jiroxy shall elect a new Director in the place of the Director then retiring from office, agreeably to the jirovision hereinafter contained ; and the persons elected at anv snch meeting being neither removed nor disqualified, nor having resigned shall con- tinne to be Directors until others are elected in their stead, as herein­after mentioned.

K«srtiii*Dirt«oiieon- XXXIV. If at any meeting at which an election of Directors ought tiQft for “ to take place the prescribed quorum of shareholders shall not be present

iTwtori. ^\-ithin one hour from the time appointed for the meeting, no electionof Directori? shall be made, but snch meeting shall stand adjourned to the following day at the same time and place ; and if at the meeting so adjounied the prescribed quorum be not present within one hour from the time apjMiinted for 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.

UuUifiutMnofDirr«- XXX\ . No person shall bc capable of beinga Director unless he bea Shareholder, and possessed of fifty shad's; and no person holding an office or place of trust or profit under the Company, or interested in any contract with the C ompany, shall he capable of being a Director ; and no Director shall be capable of accepting any other office or place of trust or profit under the Company, or of being interested in any con­tract with the Company, during the time he shall he a Director; but nothing in this Act contained shall prevent the Company from remu­nerating the C'hairman and Directors as they may think fit.

ton.

XXX\ I. If any of the Directors at anytime subsequently to his ^ election accejit or continue to hold any other office or place of trust or

jirofit under the Company, or be either directly or indirectly concerned in any contract with the Comjiany, or participate in any manner in the profits of any work to be done for the Company, or if snch Director at any time cea.se to be a holder of the prescribed number of shares in the C omjiany, then in any ot the cases aforesaid the office of such Director shall become vacant and thenceforth he shall cease from voting or acting as a Director.

II. Provided always, that no person being a shareholder of iW J StcK'k (xnnpiuiy, shall be disqualified or prevented from acting

as a Director by ri*ason of any contract entered into between such Joint Stock ( ompany and the (.'ompany hereby incoiqioraled j but no such Director, being a shareholder of snch Joint Stock (’ompunv, shall vote on any question as to any contract therewith.

I ^ 9 4 » » Ml * *

XXXVIII. Il’any Director die, or resign, or become incompetent to act as a Director, or be removed, or cease to bc aDirecton. Director by any other cause than that of going out of office by rotation ;is aforesaid, the remaining Directors, if they think proper so to do, may elect in liis place some other shareholder, duly <pialified to be a Director; atul the shareholder so elected shall continue in office imti! the next half-yearly meeting, when a Director shall bc elected by the shareholders present in person or by proxy in the place of the Director so having dictl, resigned, or been removed, or become disqualified, or ittcompetent to bc a Director or having ceased to be a Director.

XXXIX. The Directors shall have the management and superin-pewm of ibt c«n- tendence of the affairs of the ('ompany, and may appoint all officers and servants, required for conductiftg the undertaking of the Company, and may purcha.se or rent lands, houses, or offices, or mines or veins of minerals for any of the jniqmses for which the Company is hereby in- cor|>orated, and shall exercise all other 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 all the powers so to be ex­orcised, shall be exercised in accordance with and subject to the pro­visions of this act; and the exercise of all such powers sliall be subject also to the control and regulation of any general Meeting specially con­vened for the purpose, but not so a.s to render invalid any act done bv the Directors prior to any resolution passed by such general Meeting ; and any three of such Directors being present at a duly convened BoardMeeting, shall form a quorum, and shall be competent to exerci.se the Q«rum of D«cto™.powers hereby given to the Directors generally.

XL. Kxcept a.s otherwise provided by this act, the followingcon^o of th. powers of the Company, (that is to say) the choice and removal of Directors, the choice of auditors, the determination as to the remuner­ation of the Directors, the determination a.s to the amount of money to he borrowed on mortgage, the determination as to the augmentation of capital, and the declaration of dividend.s, shall be exercised onlv at a general Meeting of the shareholders.

XLI. Ihe Directors shall hold meetings at such times as they shallDirertoiv appoint for the piipose, and they may meet and adjourn a.s they think proper, from time to time, and from place to place, and at anv time anv two of the Directors may require the Secretary to cull a Meeting of the Directors ; and all questions at any such Meeting shall Ik- determined )v the majority of votes of the Directors present, and in case of an

equal division of votes, the Chairman shall have a ca.sting vote in addi­tion to his vote as one of the Directors.

XLlI. At the first Meeting of Dirt*ctors held after the th.» act and ;.t the firs, or »on,e other early meeting „f the Director, held after the Half-yearly (Jcneral Meeting in August of each year, the Directors present at such Meeting sliall ehoqse one of the Directors to he chairman of the Companv, and to act a-s chairman of the Directors tor the year following sucli choice, and shall also, il‘ they think Ht, choose another Director to be and act as deputy chairman for the same |)enod ; and if the chairman or deputy chairman die, or resign, or cease to

II

/.

ube a Director, or otherwise become (UwiiialiHcd lo act, the Directorspresent at the meeting next alter the occiiTTcncc ot auch Tome other e*rlv meeting tJtereai\er, shall cltoose some obiter oi^e Directors to till such ™caucy during Uie residue ot the *

cb.iniua-i.ipMMert.and sucli chairmaii, if present, and in his absence t e epu y . . ’if present, shall preside at all meetings of the Directors ; but if n« her the chairman nor deputy chairman be present, the Director p . shall choose some one of their number to be chairman of *»«ch meeting.

cmtnctMhj Diwcton XLI 11 The uowex of the Dirwtorii to make contracts on e athe Company may lawfully te exercised as follows ; (that i. to .ay)M’itl, respeei to anv contract winch if made between pnvate per<«n,

would Ik' hv Um- required to be in wntmg, and under seal, the Directors nm make such contract on behalf of the Company, m writing, and under the common seal of the Company, an m lesame nramier may varv or discharge the same.

With respect to any contract which, if made between private perso^ would be bv law required to be in writing, and signed by the parties to be’ cliarged therewith, the Directors may make such con­tract oil bcluUf of the Company, in writing, signed by any two^ the Directors, and in the same manner may vary or drscliarge tbe

same. .With respect to any contract which it made between private peraims,

would by law be valid, although made by parol only and not re­duced into writing, the Directors may make such contact on behalf of the Company by parol only, witliout wntmg. and m thesame manner may vary or discharge the same.

x\nd all contracts made according to tlie provisions herem contained, shall be etfcctual in law and sliall be binding upon the Coniyany and their suecessors, and all other parties thereto, their heirs, executors, or administrators, as the case may be; and on any deiault in the execution of anv such contract, either bv the Company or any other party thereto such'action or suits may be brought either by or against the Company as might be brought had the same contracts bt^en made between privateparties only. . .

Proortdinp to be XLIV ' THc DirectOTs shall causc Dotes, minutes, or copies, as the. Boob M.d ^ appointmenu made, or contracts entered into

by them, and of the orders and proceedings trf all mectmgs ot tlw aharebolders, and of the Directors and Committees <d‘ Directors, to be duly entered in books to be from time to time provided for the purpose, which shall be kept under the superintendence of the Directors, and every such entry shall be signed by the chainnan of the meeUng at which such appointments and contracts were made, or entered into, or authorised, or at which such proceedings and orders were respec^vely bad or made; and such entrv so signed, shall be receivetl as evidence in aU court.s and before aU judges, justices, and others without proof ot »u.ch resf>ective nieeetings^ liaving been duly convened or he a, or o t persons making or entering such orders or proceedings being slme- bolders, or Directors, or of the signature of the chairman or oi the lact of bis having been cliairman, all of which last mentioned matters shaU be presumed until the contrary be proved*

be eridc&cr.

13

\L\. All acts (lr>ne l)V any meclniff of the Directors, or by any*P-. ... . / pmntawt 9f Dipecton

|H'rsoii actmjj as a Director, shall, iiotwithstanaing it may be arterwarus not to in»«Jidiw pm- lUscovered that there was some defect in the appointment of any such”*^"**' Directors or piTsoiis, acting; as aforesaid, or that they or any of them were or was (li-stpialified, Ik’ as valid as if every .snch person bad been duly appointed, and was qualified to be a Director.

\LVI. \o Director, bv being party to or executing in liis capacityn-s•»■ V* • . , .. , ■' prrwoiUy lUbU.of a Director, any contract or otlier uwtrimumt on tiehall ol the Lom-

pany, or otherwise lawfully executing any of the jiowers given to the Directors, shall Iw subject to be sued or prosecuted individually by any ]>erson wliomsoever; and the bodie.s, or good.s, or land.s of the Directons shall not be liable to execution of any legal process, by reason of any contract or other instrument so entered into, signed, or executed by them, or by rea.son of any other lawful act done by them in the execu­tion of any of their powers a.s Directors ; and the Directors, their heirs, executors and administrators shall be indemnified out of the capital of -rf Uirt4the Companv, for all payments made or liability incurred in respect of any acts done by them, and for all losses, cost.s, and damages which they may incur in the execution of the powers granted to them ; and the Directors for the time being of the Company may apply the existing funds and capital of the Company for the puiqioses of such indemnity, and may, if necessary, for that purpo.se make calls of the capital re­maining un|mid (if any.)

\LVU. At the first general meeting of the Company, to be held after the pa.ssing of this act, the shareholders sliall elect two autlitor.s in the same manner as is hereinbefore provided for the election of directors, and at tlie Half-yearly meeting in August in each year thereatler, the shareholders shall in like manner elect an auditor to supjily the place ot the auditor then retiring from office according to the provi.sion herein­after contained, and every auditor elected as hereinbefore provided being neither removed, nor disipialitied, nor having re.signed shall continue to 1)0 ail auditor until anotlier be elected in his stead; aiul every auditorQ^iif»t»R ofAudi shall have at lea-st ten .shares in the Company, and ho shall not hold any otlier office in the (’omjiany, nor be in any other manner interested in it.s concerns except as a shareholder.

XLVIII. One of .sneh auditors (to Ik* determined in the first instance noi*i>on of .v»di bv lot between themselves, iinle.ss they shall otherwise agree, and after­wards by senitirity) shall go out of office at the Half-yearly meeting in August in each your, but the auditor so going out .shall be immediately

iiorio

re- e.XLIX. If anv vacancy take place among the auditors in the course v«>»nr»*in ibtoaw

• * 1 • 1 1. Audiiw.ol the cinrent year, tiieu at any general meeting, tlie vacancy may besn]))>lied by election, and the provisitm in tliin act confaineil, respectingthe failure <if a Half-yearly meeting at wliieli Directors ought to be loclioson, sliaii ap]>ly muhffh tHUirnuHx to any meeting at which an auditorougiit to tie appointed*

L* 'rhe Auditors shall have tlill autimritv at all rexsouablo times, to ro-mo(Audit examine the accounts ami affairs of the C’oiiqiunv, ami to m.spect the lxH>ks, and to call for the jii-odiiction to them at die principal office of the Comjmny of ail books, vouchers, writings, and doemneuts, concern-

1 (•

D^ivtry <vf BftUnee Short* bt Virtc* ion Id

Powen of Auditor*.

inp tin* same, and <o call in tlie aid of the officers, clerks, and servants- of the Company, or any other person competent to >five information as to the Company’s atfiurs.

LI. The Directors shall deliver to such auditors the half-yearly or other i>erio<lical accounts and iMiIanee-sheet fourteen ilays at the least before the ensuing half-yearly meeting at which the same are reqtiircd U) he pnKiuced to tlie shareholders as hereinafter provided, and stich

Duty of Audita™, auditors shall receive and examine the .same, ami shall examine into the.state of the Company’s atlairs, and sliall he at liberty to employ such accountants and other pei-sons in such examination a.s they may think proper at the expense of the (ompany, and they shall make a just, true, and faithful report on the said accounts and affairs, and such rejwrt shall be read together with the report of the Directors at the Half-yearly meeting.

Further Auditm.y be UJ. If it shall appear to such Half-yearly meeting desirable thatthcConiimny’s affairs should bc more fully investigated, or if at any other general meeting it sliall appear desirable to have a special examination into tlie state of the Company’s affairs, it shall be lawful for such meeting either to ilirect the said auditors to emjuire into and report on the affairs of the Company generally, or in their discretion, to apjmint any two or more shareholders as special auditors for that purpose.

s«cunwtebeuk« LIII. Heforc any person intrusted with the custody or control of "’'"“’'^monevs iK-longing to the Company, whether Treasurer, Collector, or

other ofticer of the Company, shall enter upon his office, the Directors shall take sufficient security from him for the faithful execution of his office.

oa«-r.to »«uni Liv. Kvery officer employed by the Company shall from time totime when required by the Directors make out and deliver to tliem or lo any person appointed by them for that purpose a true and per­fect account in writing, under hi.s hand of all monies received by him on behalf of the Company, and such account shall state liow and to whom and for wliat purpo.se .sucli monies shall have been disposed of ; and together witli 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 monies which sliall appear to he ow ing from him upon the balance of such accounts.

LV. If any such officer fail lo render such account, or to produce and deliver u}> all the voucher.s and receipts relating to the .same in 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 |)ossession, or power relating to the execution of this act or belonging to tlie Company, then on complaint thereof being niaile to a Justice, such Justice shall summon such officer, to appear beiiire two or more Justices, at a time and place to Ik* .set forth in such sum­mons, to answer such charge, and iqxm tlie appearance of such officer, or in his absence, upon proof tiial such summons was personally served upon him or left at his last known jilace of abode, such Justices may

Svmmm imtAy|jD7tie* fiiiingUi DCCOUSt

1/5

hoar and (letennino the matror in a stimmary way, and may adjust and declare 1 he balanco owing hy such officer, ami if it appear either upon the confession of such officer, or upon evidence, or u|)on inspection of the account, that any monies of the Company are in the hands of such officer, or owing by him to the Comj)any, such Justices may order sucli offieer to pay the same, and if he fail to pay the amount, it shall he lawful for such Justices to grant a warrant to levy the same by distress, or in delimit thereof to commit the offender to gaol for a period not exceeding tiiree months, unless the said amount be sooner paid.

L\'I. If any such officer refuse to make out such account in writing, <>fficCTi»ftnno?to<ie. or to produce and deliver to the Justices the several vouchers and re-ft"ufhim>piij^. ceipts relating tliereto, or to deliver up any books, papers, or w'ritings> property, effects, matters, or things in his possession or power belonging to the Company, such Justices may lawfully commit such offender to gaol, there to remain until he shall have delivered up all the vouchers and receipts (if any) in his possession or power relating to such accounts, atid have delivered up all books, papers, w-ritings, property, effects, matters, and things (if any) in his possession or power belonging to the C’ompany.

LVII. If any Director or other person acting on behalf of thewbe»oiB«f .bout» C’ompany shall make oath that he has good rea.son to believe upon grounds to bo stated in his deposition, and does believe that it is the inten­tion of any such officer as aforesaid to abscond, or that he has absconded, it shall bc lawful for the Justice before whom the complaint is made, if he shall think Ht, to issue a warrant in the Hrst instance for the bringing such officer before such two Justices as aforesaid; but no person exe­cuting such warrant shall keep such officer in custody longer than twenty-four hours, or such longer period as may be rendered necessaiy by the distance of the jilace of apprehension from the residence of the nearest or most convenient magistrate without bringing him before some Justice, and it shall be lawful for the Justice before whom such officer may bc brought either to discharge such officer, if he think there Is no sufficient ground for his detention, or to order such officer to be detained in ciistixly so as to be brought Ix'fore two Justices at a time and place to be named in .such order, unless such officer give bail to the satisfaction of such Justice for his ap]>earance before such Justices to answer the eomjilaint of the Company ; provided nevertheless that no such proceed­ing against or dealing with any such officer as aforesaid sliall deprive the Company of any remedy which tliey might otherwise have against such officer or any surety of such officer.

LVIII. The I)ireclors sliall cause full and true accounts to be kept«.bek»p«. «>f all sums of money receivetl or expemleil on account ot the Company bv them, and all persons employed by or under them, ami of the matters and tilings for which such sums of money sliall have been received or disbursed ami paiil.

UX. The iMioks of tlie Company shall be Iwlanced Hfleeii days at ^ least before eacii half-yearly general meeting of sliareholders; and forth­with on the books being .so balanced, an exact lialance sheet shall be made up, whicii shall exliibit a true statement of the capital, stock, credits, and property of every descrijition belonging to the Company,

U)

umJ tho tk'hts dill* by t!>e <<)in|uiny iit the chiti* of’ iTiakiup such haluncc shed, and a distinct view erf'the }>roHt or loss which shall have arisen mi the tnmsadions of the ('ompany in the course of the preceding half­year; ;uid previovisly to e;u*h luHlyearly nucting, such balance sheet shall Ic exaniiitod bv the Directors, or anv three of their number, and shall be i^ned bv the chairman or ileputy chairman of the l)iri*ctors.

Directors sliall protliiec to the shareholders ass(*mbU*d at '«*• such half-yearly minting, tlu* said balance sheet applicable to iho period

immediately preceding snch meeting together Mith the report of the auditors thereon, as hereinlietbre provided.

nook-if*P<T to »iiow I^XI. 'I'he Directors shall aixnoint a book-keeper to enter the ac-mep^nw of thf ^ ^ ^.ounti«the tppoim-counts aforesiiith in Inioks to be provided for the purpose, and every

’ such book-keeper shall permit any shareholder to inspect such booksand such lialance sheet as aforesjiid at the princijial olHce or place of the eom])any, ami to take copies or extracts therelroiu at any reasonable time, during one fiirtnight iH'fore and one month after every half-yearly Mct>ting, and if he tail to jicnnit any such shareholder to inspect such Iwoks, or take extracts or copies tlierefrom, during the periods afore­said, he shall forfeit to such shareholder for every such offence a sum not exceeding five ]>ounds; but the shareholders siiull not be entitled at anv time exccjit during the periods aforesaid, to demand the in­spection of such iiooks unleKs in virtue of a written order signed by three ol' the Directors.

w iteUn. ■ LX II. l*reviously to every Hull-yearly Meeting at wliich a dividend Mbn.KiutwpreiialU.iK intended to Ih* declared, tlte Direettirs shall cause a Hcheme to be

]tropured, .shewing the profits (if any) of the ('om)>any, for the jieriod current since the preceding Ilalf-yeurlv Meeting at which a dividend was declared, and apjmrtioniug the same ami any surplus remaining undivided frtnn any Ibrmer period, or so much thereof, as they may consider applicable to the purposes of liividcnd, among the sharehold­ers, according to the shares held hy them respectively, the amount jiaid thereon, and the periods during wliich the same may have been paid, and shall exhibit such scheme at such Mall-vearly meeting: and at snch meeting a dividend may be ileclured according to such scheme, or of any such less amount as the meeting shall think tit.

1..XIII. The ('ompany shall not make any dividend whereby their aipitai stock will be in any degree reduced; provided idway-s, tliat tlie word, “ divideml ” shall not be construed to ajiply to a return of any ^mrtion of tti • capital stock, with the consent of all the morlagees and bond crediitir.'. of the C’omjxmv, ilue notice lx*ing given for that piir- jK>se at an e\iraordinary niwting to he coinened for tliat object.

I'XJ V. lieforeapportioning the profits to be divided among theSliarc- iviittiifniriM. holder.s, the Directors may, if tliey tliink fit, set aside thereout such

sum as tiicy may think proper to meet contingencies or lor enlarging repairing or improving the Mork.s connected with the C'omjiany’s undertakings or any part thereof, and may divide the balance only among the Shareholders.

swwrf Notice upon LXV. Aliy .sumiiioiis or notice or any writ or other proceeding atlaw or in equity requiring to be served upon the Company may be served by the same being left at or transmitted through tile post ilirect-

Difidctfcd M be *0 «• le reduce ctpiui.

17

etl to the principal office of tJje Company or being given peraonally to tho SecretJiry or in case there be no .Secretary then by being given to any one Director of the (’otnpuny.

LXV I. Notices requiring to be served l)y the Companv upon the Shareholders may, unless cxpre^ssly required to be served personally, be** served by the same being transmitted through the i>ost directed accord­ing to the registered address or other known address of the Share- holiier, within snch period as to admit of its being delivered in the due course of delivery within the period (if any) ]ireacril)od for the giving of such notice; and in proving such service, it shall be sufficient to prove that snch m)ticc was properly directed and that it was so put into the post office. Provided that this enactment as to the time of trans­mission shall not apply to Shareholders resident out of the Colony, but in every snch case such notice may be given to any person who may he the duly authorised agent of any such Shareholder as last mentioned, and shall have been recognised as such by the Directors, or such notice may be given by fourteen days notice by advertisement in the New •SoutI) Wales Goi^ernmftnf (}nzetU\ and in one or more Newspapers published in the City of Sydney.

LXV II. All notices tllrected to be given to the Shareholders, 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 Kegister of shareholders, and notice so given shall be sufficient notice to all the proprietors of such share.

LXV III. Lveiy summons, siotice, or other such document requiring authentication by the Company may be signed by two Directors, or by the SecreUiry of tlie Company, and neeti not be under the common seal of the (’ompany.

LXIX. If any per.son against whom the Company sludl hax'e any“ claim or demand become bankrupt, or take the benefit of any Act for the relief of insolvent debtors, it shall W lawful for the Secretary or Ireasurer of the ( ompany in all proceedings against the estate of such bankrupt or insolvent, or under any fiat, sequestration, or act of in­solvency against such bankrupt or insolvent, to represent the Company ami act in their liehulf in all respects.

L\\ For the pun>ose of regulating the conduct of the officers servants of the (’ompany, and for providing for the due numagement of tile affairs of the (.'ompany in all re.spects whatsoever, it shall be lawful for tlu* Company, subject to the ]»rovisions herein mentioned, from time to time to make such Bye-laws and Regulations as they think fit, ])rovided that sucli Bye-laws be not repiigmmt to the laws of the colony or to the jiiovisioiis of this Act, or to any Resolution of any (jcneral meeting of ShareJioIders ; and such Bye-laws shall he reduced into writing, ami shall Iia\ c affixed thereto the common seal of the Company, and a copy of such Bye-laws .sliall be given to every officer ami servant of the Company affected thereby.

I.XXl. it sliall be lawful for the Company In such Bye-laws to im-Bye.u-.. ,, .. II *i*> /«»’ . fmnl liutpose such rintMmable })onuiHc\s upon all j>erM)n.s beinj? otticoi-s or servaiU.^ti^ Itui)

of the Conijiany oficmling against such B\e-luws as tlie Company think fit. not exceeding Five jioimds for any one otfeiice ; i>rovided that the

18

same shall be so framed as to allow the justice or justices, before whom any penalty imposed thereby may be sought to be recovered, to order a part only of such ])enally to be paid if such justice shall think fit.

Kodeooeof By-u-. LXXII. 'Hie ])rodnction of a printed or written copy of the Bye­laws of the Company having the common seal of the C'ompany affixed thereto, shall he sufficient evidence of such Bye-laws in all proceedingsunder the same. ^

Pwtftoimae.furtW It sliall l>c lawful fot thc Company by the order of anygeneral meeting to raise any further sum or sums of money not exceeding altogether, two hundred'thousand pounds in addition to tlie said Capital of two hundred thousand |Kmnds, for carrying out the objects of the said Company, and the Company are hereby authorized and em­powered to raise any such further sum or sums by contribution amongst themselves, or by the admission of other persons or subscribers to the Company, and bv issuing new shares of twenty pounds each, to such contributors, or subscribers, but so that each contributor or subscriber shall not pay a less price than twenty pounds for each new share,

tt be con- LXXIV. The capital so to be rai.sed by the creation of new shares shall be considered as jiart of the General Capital and shall be subject to the s;ime provisions in all respects, whether with reference to the pay­ments of calls or the forfeiture of shares on the non payment of calls or otherw*ise as if it had been part ot the original Capital, except as to the times of making calls for such additional Capital, and the amount ot such calls, which respectively it shall be lawful for the Company from rime to time to tix a.s they shall think tit.

pr«nij>t5oB to LXXV. l*Tovided always that when the Company shall determine to' issue new shares under the provisons of this act, the Directors shall by

a circular letter to be sent by post or otherwise and addressed to each of tlie then proprietors signify the number of new shares to be issued, and the price thereof, and the smd proprietors shall, within a period to bc stated in such circular letter, but not less than thirty days from the sending thereof, be entitled to the option of taking all or any of such new shares in preference to any other persons; and such of the said proprietors who within such period may signify in writing to the Directors, their desire to partake in the distribution ot such new shares shall as between themselves be entitled to have so many of such new shares as shall be in proportion to the number of their then present shares.

Aft«pi«-^ipdoi»w LXXVI. In case any person who shall agree to take any new sharesiirwshuni lo be iH*. hqi M-ithiii the pcriod to be fixed for such purpose by the Directors,Cr* ^ ^(and wliich shall not be less than thirty tlays) pay the price, or deposit

to be required on any gew shares allotted to him, then, and without prejudice to the remedies of the Company against him for enforcing sucli jiayment, it shall be lawful to tlie Directors to allot any such shares to any other proprietor, or person whomsoever, at such price for each such share as they may think proper, hut not less tlian twenty pounds for the same respectively.

rn^^r. ni» lAXVlI. Ill casc ut any time it sliall be thought expedient by the48 idOTontl nun, if •' , i r i •* I IInecMMry, by mortftg* Company to raise any sum, or sums of money, by way or loan, it sliuli

be lawful for the Company, by any order of any general meeting ol the Company, to Ixirrow and take up at interest, any sum or sums not ex­ceeding in the whole at any one time one-third of thc amoimt ot tlie

19

capital of the Company then actually paid up ; and the Company, after an order shall have been made for that purpose by any general meeting, are hereby empowered to mortgage or assign the property of the Com­pany, or any part thereof, as a security for any such sum with interest to such person, as shall advance thc same, aJl which said mortgages or assignments shall be made under the common seal of the Company, and shall operate to charge the then future as well as the then present pro­perty of the Company, any ride of law to tho contrary thereof, notwith­standing ; and all persons lo whom such mortgages or assignments shall be made, sliall he equally entitled, one with the other, to their propor­tions of the said premises, according to the respective sums in such mort­gages or assignments mentioned to be advanced, without any preference, by reason of the priority of date of any such mortgage or assignment, or any other account whatsoever.

LXXVIII. No such mortgage although it should comprise future calls on the shareholders, shall unless expressly so prorided, preclude c«ikthe Company from receiving and applying to the purposes of the Com­pany any calls to be made by the Company.

LXXIX. If any execution either at law or in equity shall have been issued against the property or effects of the Company, and if there can­not be found sufficient whereon to levy such execution, then such exe­cution may be issued against any of the shareholders to an amount equal to the amount of their shares respectively in the capital of the Company, in addition to the amount of the said shares: Provided always that no such execution shall issue against any slureholder except upon an order of the cojirt in which the action suit or other proceeding shall have l>een brought or instituted made upon motion in open court after sufficient notice in writing to the persons sought to be charged, and upon such motion such court may order execution to issue accordingly; and for the puqKise of ascertaining the names of the shareholders and the amount of capital remaining to be ]iaid iq>on 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 required to be kept in the office of the Company a-s aforesaid without fee: Provided further that nothing herein contained shall extend to charge or make liable anytb«r unp^ .sliareholder of the Conipuny or his real or personal estate with or lortotj^sbm. any debt or demand whatever due or to become due from or by the Company or in any wise relating to the said undertaking for any of the matters or things, authorised by this act to be made done or completed, to a greater extent than the amount of their subscribed shares and a further amount equal to their .said subscrilied shares, any law to the con-trarv thereof in any wise notwithstanding. , v v.

I.XXX. If by means of any such execution any .snarenolaor snail have paid anv sura of money beyond the amount then due from him in f*!** *'‘*- rosjiect of culls he .shall forthwith be reimbursed such additional sum by the Directors, out of the f’und.s of the Company.

LXXXI. Thc Secretary or Manager of the ('ompany. .shall thirty day-s from and afler the Hrst day of .January, in each and every ^*n.r year, or as .sixm thereafter a.s may bc practicable cau.se a true and correct list of the names of all thc persons who .shall be then existing proprietors

'20

oaecof|KH«te aetL

or srharehol<krs of the ('ompony, with their respec-five places of abode, and descriptions verified by a declavafion to b<‘ inadc such Secretary or M'anager, to ho recorded in tlie office for the Kc<?istry of Deeds in tho Colony ; :md the same shall' l»e opi'n tor inspection at all rensonsiblc thnes, hy any j)erson requesting thc same, on the payment of a fee of one shilling for CJich inspection ; and if any such Secretary or Manager shall omit or neglect to cause such a list to l>e recorded in manner aforesaid, or shall wilfully falsify any such list he shall be subject and liable to a penalty of one hundred pounds, to be recovered by an action of debt in tho Supreme Court by any person who shall sue for the same: Pro\ided always that such action shall l»e coinmcuccd within two years from the time the otfence shall l>o alleged to have been committed.

Pern** ruoiM LXXXII. Everv person whose name shall be so recorded as afore-I’*' considered taken and held to l>e a proprietor of the C om-

pany, ami shall he liable as such until a new list of the names of tho proprietors of the Company shall be recorded as aforesaid, or until he shall have given notice in the Oovernmenf Gazette of his retirement from thc Company; provided however that nothing herein contained shall be deemed or construed to absolve any person from liability on account of any debts incurred by the Company during the time such person remained a proprietor or member thereof or to render any indi- ^ndual proprietor liable lor any debts incurred by the Company except so far as he may bc liable under the provisions of this Act.

LXXXIII. The Dirt'ctors shall have the custody of the common seal and the form thereof, and all other matter.s relating thereto shall from time to tinie l)e determiiusl at meetings of Directors; and the Directors present at any meeting shall liavc power to use the common seal for thc affairs and concerns of thc Company, and under such .seal to authorise and empower any person without such seal to execute any deed and do all or any other such matters and things as may be reepured to be executed and done in behalf of the Company, but it sliall not be necessary to use the coiporate seal in respect of any of the onlinarv business of the Company, or for tlu* appointment of any Attorney or Solicitor for the prosecution of any action suit or other proceedings, or of any officer or servant of the C’ompany ; and such seal may be affixed to any deed or document by tho hand of any person wliom thc Directors shall appoint in that In'lialf, and the affixing thereof shall bo attested by one Director and such person so appointed ; and in case any convey­ance or other instrument under seal shall be executed wherein it iqqiears that such conveyance or other instrument is executed in consideration of a money payment therein stated lo have been made to the C’ompany, such execution shall liave no operation in law or shall ojierate only as an t'serow (according as may he indicated in the attestation aforesaid) until the 'rreasnrer or other officer cliarged with the receipt of moneys on

;i'»‘of the C’omjmnv sliall liave certitiwl iiiuler his hand at tlie foot ..».t U,.ii Mi« li Consideration money has been duly paid.

LXXXIV’. The C.'ompany sliall be at liberty upon an order made by three-fourths of the .Shareholders present in person or by proxy, at any general meeting, to lease the Mines and other works of tiie Company, or any part thereof to anv eomjiany or person upon ami subject to all

tlu* usual and proper obligations on tho part of tho lossoe for maintain­ing tlu* propirty and works comprised in snch lease, in gtKKl and eHi- oient rcj)air and working condition during tlu* continuance there<>f, and for so leaving the same at tlie expiration of the term thereby granted, and such other provisions, conditiems, oldigations atid agreements as areiisiiallv inserted in leases of a like nature.

LX'XXV. In case a majority of ])roprietors present in person or by V'..!|)roxy, at any general meeting, shall resolve tluil it is expedient to solve the (’ompany, and to sell or di.spose of the mines and other pro-trKrtVtjiertv, works, and effects of the (.'ompany, or to amalgamate the sjiid Company witli any otlier Company, and to transfer such mines and other property, works and effects to the amalgamated Company, an extraordinary general meeting shall bc called for tlie purpose of recon­sidering sucli resolution and of affirming or disafflnning the same ; and if at such last mentioned meeting, the same or any modification lhert*of, substantially in accordance therewith, shall bo adopted, by a n*solution agreed to by projirietors jiresent in person or by ]>roxy, holding three- fonrths of thc 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 thc Directors (who are hereby empowered to make the same,) for car­rying such last mentioned resolution into complete effect, and until all claims and demands ui>on the Company shall have been satisfied and all acts remaining to be done by the {Company shall have been completed, tlu* several provisions herein contained and all powers, ])rivileges, rights and duties of the Directors aiul of the shareholders respectively, shall notwithstanding such resolution as last aforesiud, remain and continue in full force, so far a.s the same may be neccssivry for winding u]) tlie con­cerns of thc Company and making all snch necessary arrangements for carrying sucli resolution into complete effect, and i’or enabling tlie Directors to pay and satisfy ail claims and demands upon the Company, or to make a division amongst the shareholders of the remaining assetsof thc Company.

i r

I'h

Si'IJKM'LKS RKFEKEtKD TO IN THK V’ORKGOJNO A(T.

S(’MEI>riiK A.XfWMo/ tAr f^ypri^on./ Skir^ i« Tmk Fitz Roy Iron Miniko OmtanV, frith thr

Htmbfro/ Siitnt {«<*.-Cfl/ji/o/'/The Fitz Roy Tbos and Goal Minin.; (Vmfa\y. ailott&i to nn<i >n tknn tki$ Aft-

Niirie^of the Prt«}»rKU/r»No n' MiHOf

hfta1 JOHN MURlN'i ............................ ........... fi7l2 THOMAS HOLMK?^ .................... ........... r>]i

THOM \f» TH’Pl.E SMITH ........... ........... 472

4 -10SKP1I M(»rilNO........................... ........... *1-:

3 ABRAHAM DAW.......................... ........... 244a M'lLUAM TIPPl.E SMITH........... ........... 182m$

FRKI>EKirK JOHN REITHERY ........... 122

s JOHN' KORFF ............................ ........... 144

f> samtel playstko jeston ... ........... 1J2

10 JOHN BURTON ........................... ........... »211 STEPHEN HE.NRY MARSH ... ... 7212 EUZ.VBCTH KORFF ................... ........... «K10 PtrTER BARRER M’HITFIEED ... ...........U GORDON KORFF ............................ , , .1215 M'lLLIAM flRlFFIN ................... ........... 42IH I»AVH) DEM^VR ........................... ........... 2017 JOHN SPARKES ............................ ........... 20IS ALEXANDER CURRIE................... ........... 10

Total . . ........... 833.1

SCHKPn.K B.Form of CfTtxJicf^f of Sharf*.

THK FITZ ROY IKON ANI> CO*YL MINING COMPANY.

NumHerThift u to certify that i* the

proprietor of the share numbered of^^Tn* Fitz Roy Iron am>CfiAL aMt>t50 Cohpakv,'’ ftubjts*t to the re^Utiooi of thc said Company.

GircD under the rnTninon eeul of the Cotn^ny, the day ofin the year of our I^ord one tlM^usand <*ight hundred and

I in consideration of the sumofof

^iCHEDULE C.

Form if Ttan»fff <f Skarof.

ofpaid to me by

do herebr truisfer to the sudin the undertaking called ‘‘Thc Ftis Roy

laoK AND Coal Mikiko CouFiNv/" standing in my name in the Books of the Company to hold unto the said bu executo^^ administrators, andahrigns f'*" or successors and assigns,*') subject to the seycral conditions on which 1 held the Kame -it the time of the execution hentof; and 1, the said do herebyagreo to the Ktid share subject to the same conditions.

As wiuu'ss our hands and seals the <lay of

vhare numbered

2.1

8(^nET)ULK P.

Form of Proxy.I one of the Proprietor of " Tkb Frrz-RoY Inox

AKD CoAi< Mixixg Tompaxy/' do hereby appoint ofto W my Proxy in my abflfnco, to vote in my xuma upon any matter relating to the ondur- taking proposed at the meeting of proprietors to he held on thc day ofnext or at any adjourmnent therof in <nch manner oa he shall think proper.

In witness whereof I, the said bare hcr**imtn set myhand (or if a corporation my ^^the common sea) of the rorpomiion") the dayof one thousand eight hundred find