The Mining Companies Act.-1881. 5.-Directors. PART I. 26. If previously to the incorporation of a company the number Election of directors. of, and the persons who are to be, the directors thereof shall not have been determined the company shall, at an extraordinary meeting, to be called as hereinafter provided, as soon as may be after its incorporation, determine by a majority of shareholders there present in person or by proxy such number and persons, and shall also by such majority determine so far as shall not be provided by rules theretofore made, or made at the said meeting, the mode of election of future directors, the qualifications, powers, term of office, and mode of retirement of directors, and the number of them who are to form a quorum, and may by such majority continue the then existing manager in his office, or appoint another in his stead; and the directors so determined upon shall have the custody and use of the common seal, and shall carry on and transact the business and affairs of the company, and shall, until their successors shall be appointed, continue to be such directors; and none of such directors shall be or continue to be directors of any company or companies working or holding ground abutting on or next to the company or companies which may be engaged in litigation with the company of which they were first appointed directors. 27. Not less than one week previously to the day for holding a Directors' reports. general meeting of a company the directors thereof shall lodge in the company's office, for the inspection of the shareholders in and creditors of the company, a full and true report, and, as far as may be, up to the day of the framing thereof, of the state and prospects and of the assets and liabilities of the company, together with any other matter which by any rules of the company they shall be bound to set forth in reports to be made by them. 6.-Transfers. 28. No share in a company under this Part of this Act shall, unless the whole amount of such share be fully paid up, be transferred in any such company after the presenting of a petition for the winding-up thereof unless such petition shall have been dismissed or proceedings thereunder stayed altogether. Shares not to be trans ferred when company is being wound up. 29. Save as hereinafter mentioned no such share shall be deemed Name of transferree to be transferred unless and until the name of the transferree be to be entered on register. entered as such transferree in the register of shareholders. case. 30. When any person shall produce to and leave with the To be entered by the manager of a company any scrip certificate thereof upon which manager, in what shall be written a blank form of transfer of a share represented thereby, signed by the person whose name shall then appear on the register of shareholders as the holder of the said share, and shall name to the manager as transferree thereof either himself or some person for whom he shall be authorised by a writing, to be produced to, and left with, the manager, to act as agent, the manager shall PART I. On default of manager receipt to be title to share. Trust on fraudulent being enforced. The Mining Companies Act.-1881. shall give to such person a receipt for such scrip signed by him as manager, dated of the day upon which it shall be given, describing, by its number and otherwise as may be, the share represented by the scrip, and setting forth that the scrip has been left with him for the purpose of transferring the said share from the person in whose name it shall so appear on the register as aforesaid to the person named to the manager as the transferree, and shall within seven days from such day, if no call shall be due on the share, enter in the register of shareholders the name of the person so named to him as transferree; and shall thereafter, when required, deliver to such person, or to his agent for him, a new scrip for the share so transferred filled up with the name of the person who shall then be the transferree. 31. If the manager shall not make the entry in the register as and when he is in the preceding section required, the said receipt shall, after the lapse of the said seven days, entitle the person thereby named as the intended transferree of the share to be deemed the transferree thereof, and he shall be entitled to apply to the Court or the Judge thereof, under the provisions hereinafter contained, for an order directing the manager to duly enter in the register the transfer of the said share. 32. If any person being a shareholder in any such company transfer incapable of shall, with the view of evading the liabilities incident to his share, transfer the same upon some trust or understanding under or according to which he is to be entitled at any future time to have retransferred to him, or to resume the ownership of, or to have any interest in such share, such person shall be disabled from enforcing in any Court any trust for him in such share. Shares may be transferred to the company. On default of manager 33. Any person desirous of freeing himself from a share in a company may transfer the same to the company, and on production to the manager by him or his agent authorised in writing of the scrip representing the share to be transferred, whereon shall be written a transfer of the share to the company signed by the person who shall then appear on the register of shareholders as the holder of the share, and if the person producing the scrip be an agent, on production and leaving with the manager his authority, the manager shall, on being requested by the person producing the scrip to accept a transfer of the share for the company, give to such person a receipt of the like import to that mentioned in the thirtieth section hereof, save that it shall name the company as the transferree, and shall, within seven days from the day of the date of the receipt, if no call shall be due on the share, enter in the register of shareholders the name of the company or of some trustee on its behalf as the transferree thereof. 34. If the manager shall not make the entry as and when he is receipt to be proof of in the preceding section required, the said receipt shall, after the lapse of the said seven days, be conclusive evidence that the share has transfer. The Mining Companies Act.-1881. has been transferred to the company, and thenceforth the person by PART I. 7.-Register of Shareholders. holders. 35. The shares in a company shall be numbered in consecutive Register of shareorder, and the manager shall keep, or cause to be kept, in a book appropriated to the purpose, a register of the shareholders in the company, and there shall be enterered therein the particulars following 1. The names and addresses and, if known, the occupations of • II. The shares held by each shareholder, distinguishing each share III. The date at which the name of any person was entered in the 36. Such register shall at all times be open, free of charge, for the Register to be open inspection of creditors or shareholders and shall be prima facie to creditors and shareevidence of the truth of all matters therein contained which are by prima facie evidence this Act required or authorised to be inserted therein. of matters therein. 37. On the application to the Court or a Judge thereof of any Rectification of member of the company, or of the company, or any person claiming register. to be interested as transferror or transferree of a share, complaining that the name of any person is, or remains, improperly entered in, or omitted from, the register, the Court or Judge shall decide the question, and, if it shall be right so to do, direct that the register shall be rectified accordingly, and to that end may order the manager to enter any person as transferree of a share, and give to such person the proper scrip, and may make such other order, and as to costs as shall be just. The Court may on such application decide on any question relating to the title of any party thereto to have his name entered in, or omitted from, the register, whether such question shall arise between two or more members or alleged members, or between any such members and the company, and generally may decide any question necessary or expedient to decide for the rectification of the register. 38. No notice of any trust expressed, implied, or constructive, Trusts. shall be entered in such register, or be receivable by the Registrar of Companies. 8.-Books of Account. 39. The manager of a company shall keep true accounts of the Books of account to be affairs and transactions thereof. kept. 204--B. 40. The PART I. Half-yearly state ments. Books to be open to inspection. Copy of statement and accounts to be furnished. Contracts how made, The Mining Companies Act.-1881. 40. The directors of a company shall cause half-yearly statements of such affairs and transactions to be made, and a printed copy of such half-yearly statement shall be forthwith served upon the Registrar of Companies, accompanied by a statutory declaration by the manager or one of the directors verifying the same. No book or document belonging to a company shall be liable to be seized in execution for any debt, or, except as herein provided, to be taken under any judgment, decree, or order of any Court out of the control of such company; and the Registrar of Companies is hereby empowered to prescribe from time to time the form in which the books of account and half-yearly statement of every company shall be kept, and the directors shall keep such books and prepare such statement according to the form so prescribed. 41. Books of account and such statement verified by the statutory declaration of the manager, and also the reports of the directors as hereinbefore directed to be made, shall, during office hours, be open to the inspection of the shareholders in, and creditors of, the company: Provided that for the inspection of any such accounts or statement there shall be paid Two Shillings and Sixpence to the manager for the benefit of the company. 42. A copy of any such statement or of such accounts shall, within fourteen days after service upon the manager of a notice in writing by any creditor of, or shareholder in, the company of which he shall be manager requesting the same, be furnished by him to the person so requesting, provided that at the time of the service of the notice the sum of Ten Shillings be paid to him for each of the said copies as shall be required. The accounts, a copy of which is to be furnished, may be limited at the manager's discretion to three months ending with the day of the service of the notice. Every copy furnished under this section must be certified by the manager as true and be signed by him. 9.- Contracts. 43. Contracts on behalf of any company may be made, varied or varied, or discharged. discharged, as follows (that is to say) 1. Any contract which if made between private persons would be by law required to be in writing under seal may be made, varied, or discharged in the name and on behalf of the company in writing under the common seal of the company: 11. 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, may be made, varied, or discharged, in the name and on behalf of the company in writing signed by any person acting under the express or implied authority of the company : III. Any The Mining Companies Act.-1881. III. Any contract which if made between private persons would 10.-Extraordinary Meetings. ings. PART I. 44. An extraordinary meeting of a company shall be convened Extraordinary meetby inserting in the Gazette and in a newspaper published in Adelaide, in two numbers thereof, in each of two consecutive weeks, and in a newspaper circulating in the locality wherein the registered office of the company shall be situated in one number thereof, in each of the same weeks, a notice signed by the manager of the company that on some day to be named therein, not to be earlier than fourteen days after the day of the first of the said insertions, and at the hour and place to be therein stated, such meeting will be held; and such notice shall specify the nature of the business to be transacted, otherwise such meeting shall not have power to transact any business, and every such notice so given shall be sufficient without any other notice whatsoever, any rule of law or of the company to the contrary notwithstanding; the manager shall also post a written notice of such meeting outside the door of the registered office. 45. Where by the instrument or deed of association or the rules of a company it shall be, or is provided that an extraordinary meeting of shareholders may or shall be convened by the directors or manager on being requested to do so by the holders of a specified number of shares in the company, if, for five days after such request, the directors or manager, as the case may be, shall refuse or neglect to convene such meeting, the shareholders requesting such meeting to be called, or the majority of them, may sign all such notices and do all such acts as shall under such instrument or rules be necessary for the purposes of convening an extraordinary meeting of shareholders of such company; and any such meeting so convened shall have the same power in every respect as if such meeting had been convened by such manager in the manner directed by any such instrument or rules. Extraordinary meeting when manager refuses to convene 46. In the absence of any rule to the contrary, every shareholder Voting by proxy. may vote at any meeting of the company by proxy given by a writing signed by such shareholder, but every such proxy shall be a proxy given for a special purpose. 11.-Increase of Capital. creased. 47. Any company may, after the final call has been made, with Capital may be inthe sanction, given at an extraordinary meeting thereof, of a majority consisting of not less than two-thirds in number and value of the shareholders in such company in person or by proxy, from |