91. Every such balance-sheet shall be accompanied by a report Rule 99. of the directors, as to the state and condition of the company, Report. and its mine and other property, and as to the amount which they recommend to be paid out of profits by way of dividend to the shareholders, and the amount (if any) which they propose to carry to the reserve fund; and the account, report, and balancesheet shall be signed by two of the directors and by the manager. balance-sheet be on 92. A printed copy of such account, report, and balance-sheet Copies of shall, seven days previously to the meeting at which they are to and report to be presented, be served on each shareholder in the manner in which notices are hereinafter directed to be served. shareholders. AUDIT. audited twice 93. Twice at least in every year, immediately before the Accounts to be ordinary general meetings, the accounts of the company shall be a year. examined and the correctness of the balance-sheet ascertained by one or more auditor or auditors. and remunera 94. The auditor or auditors shall be appointed by the company Appointment at the first ordinary general meeting in each year. The tion of auditors. remuneration of the auditors shall be fixed by the company in general meeting. may be auditors 95. Any auditor quitting office shall be eligible for re-election. Re-eligible. 96. The auditors may be shareholders; but no person shall be Shareholders eligible as an auditor who is interested other than as a shareholder in any transaction of the company, and no director or other officer of the company shall be eligible during his continuance in office. 97. If any casual vacancy occurs in the office of auditor the Casual vacancy. directors shall forthwith fill up the same. 98. The auditors shall be supplied with copies of the statement Auditors to of accounts and balance-sheet intended to be laid before the annual state report on ment and company in general meeting seven days at least before the balance-sheet. meeting to which the same are to be submitted, and it shall be their duty to examine the same with the accounts and vouchers relating thereto, and to report to the company in general meeting thereon. 99. The auditors shall at all reasonable times have access to Inspection of books, &c., by the books and accounts of the company, and they may at the auditors. Rule 100. expense of the company employ accountants or other persons to assist him in investigating such accounts; they may also examine the directors, manager, and officers of the company in relation to such accounts. NOTICES. Notices may be served person 100. Any notice herein before directed to be given to shareally or by post. holders may be served by the company upon any shareholder personally, or by sending it through the post in a prepaid letter addressed to such shareholder at his address as entered into the register of shareholders. Notice to joint shareholders. Notice by post, when deemed to be served. Shareholder out of Australia. Winding-up; assets. Notice of special meeting. 101. All notices directed to be given to the shareholders shall with respect to any share or shares to which persons are jointly entitled be given to whichever of such persons is named first on the register of shareholders, and notice so given shall be sufficient notice to all the holders of such share or shares. 102. Any notice if served by post shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post-office. 103. Any shareholder residing out of the Australian colonies shall give some address in New South Wales to which notices may be sent; and when so sent as herein before provided they shall be considered as served upon the shareholder in due course of post. WINDING-UP. 104. If the company be wound-up in accordance with the provisions of s. 9 of the Act, the surplus assets shall be distributed among the shareholders in proportion to the amount paid-up on their shares. 105. The special meeting required to be held under s. 9 of the Act shall be called in the same manner as any general meeting of the company, save that in addition to the notices required by R. 36 to be given, the advertisements required by s. 9 shall be published as therein directed. THE MINING PARTNERSHIPS ACT, 1861. An Act to limit the Liability of Mining Partnerships. 24 Vict., No. 21. WHEREAS it is expedient that encouragement should be Preamble. given for the investment of capital in mining adventures, and that provision should be made for the limitation of the personal liability of shareholders in mining companies. Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales, in Parliament assembled, and by the authority of the same, as follows: : 1. This Act shall extend and apply only to companies formed Application and interpretation or to be formed for mining purposes, and in the construction and of this Act. interpretation of this Act the words "mining purposes" shall mean the purpose of obtaining any precious or other metal by any mode or method whatsoever, whereby the soil or earth, or any rock or stone, may be disturbed, removed, carted, carried, washed, sifted, smelted, refined, crushed, or otherwise dealt with for the purpose of obtaining such metal whether such metal shall be the property of such company or of any other person whatsoever, and the word "company" shall include any partnership or co-adventure (b). (a) Amended by 34 Vict. No. 16, infra. (b) Extended by s. 1, 34 Vict. No. 16, infra. in Company to sue be and in name of and be sued by 2. (Limitation of liability.) [Repealed by 34 Vict. No. 16, infra.] 3. Every such company shall appoint a manager by and whose name the company may sue or be sued, plead or impleaded, in all Courts and places whatever, and no action or suit at law or in equity shall be brought against any member of such company for the recovery of any debts contracted for or by the company unless such member shall be the manager thereof. Provided that nothing herein contained shall be deemed to apply to any particular contract which shall have been authorised by the person to be charged therewith. manager. by the manager Sect. 4. 4. All contracts made by the manager for the time being or Contracts made by his authority for the purposes of the said company shall be to be binding on binding upon the company and upon the assets thereof as herein provided, and such assets may be seized and sold in execution in any action against such manager for any debt incurred by him. on behalf of the said company. the company. Proceedings not to abate by death of manager. Companies to be registered. Companies in existence may See on these sections Hoskins v. Davis, 11 S.C.R. 305, where it was held that s. 3" is not controlled or restricted by the provision in s. 4; the object and effect of the latter section being only to make contracts with the manager equivalent to contracts with the company": per Stephen, C.J., at p. 309. 5. The death, removal, or resignation of such manager shall not abate any such action or proceeding, but the same may be continued and prosecuted in the name of the next succeeding manager for the time being of the company. And if such company shall neglect or fail to appoint such succeeding manager, then such action or proceeding may be continued and prosecuted in the name of the company. Provided that no second suit, action, or proceeding shall be at any time commenced by or against such company or such succeeding manager where the merits shall have been tried and decided in the first suit or action. 6. Any company which may hereafter be formed under the provisions of this Act shall lodge with the Registrar of the District Court nearest to the place of operations or proposed operations a memorial in the form of the Schedule to this Act, signed by the manager of such company, and the said memorial shall be published in the Government Gazette and at least twice in one or more of the newspapers published and circulating in the district, and copies of such Gazette and newspapers shall be forwarded to the said Registrar, who shall thereupon proceed to register such company. And a copy of the said memorial shall within thirty days after such advertisement be filed in the Supreme Court, Sydney. 7. Any company formed previous to the passing of this Act be registered. may be registered under the provisions of this Act if a majority in number and value (a) of the shareholders in such company shall express their consent thereto in writing, and such consent, together with a memorial as hereinbefore provided, shall be lodged with the Registrar of District Court nearest as aforesaid, and shall be Sect. 12. published in the Government Gazette and at least four times in one or more of the newspapers published and circulated in the district, and copies of such publication shall be forwarded to the said Registrar. And such Registrar shall thereupon, at a period not less than thirty days after the date of such first-named publication, proceed to register such company. Provided always that notwithstanding such registration any person having any claim or demand in respect of any contract, matter, or thing which shall have been made or happened before such registration shall have the same remedy as if such registration had not taken place. (a) See note to s. 16 "No-liability Act," supra. tration and of manager. 8. A copy of such memorial as herein before mentioned Proof of regis purporting to be certified by the said Registrar of District Court, appointment of whose handwriting it shall not be necessary to prove, and sealed with the seal of such Court, shall be primâ facie evidence of the due appointment of such manager and that the company has been duly registered under the provisions of this Act. To make a company liable in action against its manager, proof must be given that the requirements of s. 6 have been complied with; no doubt this might be done in other ways, but the best proof is the production of the copy of the memorial, which is made evidence by s. 8. The admissions of the alleged manager are not sufficient; nor is the production of the copy of the memorial filed in the Supreme Court in accordance with s. 6 proof of the registration; (semble, unless it were a copy sealed in accordance with s. 8): McNeil v Sandeman, 12 S.C.R. 51. persons not to 9. Notwithstanding any change in the persons who may Change of constitute any company, registered under the provisions of this alter liability. Act, the persons who shall subsequently become members of such company shall be subject to the same liability only as if they had been members of such company at the time it was registered. "Limited." 10. Every company registered under this Act shall add to the Company to add style and title under which the business of such company is carried on the word "Limited." removal or 11. (Registered office.) [Repealed by 34 Vict. No. 16.] 12. Notice of the removal of any such registered office, or of Notice of the substitution of any other person as manager of any company substitution to be registered. registered under this Act, shall be lodged with the Registrar of District Court wherein such company was originally registered, |