Victorian Consolidated Legislation

METROPOLITAN GAS COMPANY'S ACT 1878

Act No. 586/1877
Version incorporating amendments as at 3 March 2003

TABLE OF PROVISIONS

           Section Page
           INTRODUCTION 6
   1.      Short title and commencement 6
   2.      Definitions 6
   3.      Limits of Act 8
   4.      Division of Act 8

   PART I-INCORPORATION OF THE UNITED COMPANY AMALGAMATION OF EXISTING COMPANIES AND TRANSFER OF PROPERTY AND LIABILITIES 11

   5.      Incorporation of united company 11
   6.      Union of undertakings 11
   7.      Land of respective companies to vest in or be transferred to
           the company 11
   8.      Works and machinery chattels moneys and other personal
           estate of respective companies to belong to the company 12
   9.      Unsecured debts of respective companies how to be paid and borne 13
   10.     Working or profit and loss accounts 13
   11.     Checking of profit and loss accounts 13
   12.     Existing contracts of respective companies transferred 14
   13.     Obligations under existing debentures bonds and mortgages 14

   PART II-CAPITAL AND APPORTIONMENT OF SHARES 16

   14.     Capital and division into shares paid up 16
   15.     Apportionment of shares 16

   PART III-REGISTER OF MEMBERS 18

   16.     Contents of register 18
   17.     If capital converted into stock register to show same 18
   18.     Trusts excluded 19
   19.     Inspection of register 19
   20.     Power to close register 20
   21.     Remedy for improper entry or omission in register 20

   PART IV-SHARES 21
   (1) General Provisions 21

   22.     Shares to be numbered 21
   23.     Shares to be personal estate 21
   24.     Joint holder 21
   25.     Certificate of shares 21
   26.     Certificate to be given up on transfer and new certificate issued 21
   27.     Renewal of certificate 22
   28.     Corporation or married woman may hold shares 22
           (2) Increase of Capital 23
   29.     Increase of capital how sanctioned 23
   30.     New shares in the first instance to be offered by public auction 23
   31.     Disposal of new shares 24
           (3) Calls on New Shares 24
   32.     Directors may make calls 24
   33.     Interest on unpaid calls 25
   34.     Call when deemed made 25
   35.     Directors may receive moneys in advance and pay interest 25
           (4) Forfeiture of New Shares 25
   36.     Notice of non-payment of calls 25
   37.     Contents of notice 26
   38.     Forfeiture by resolution of directors 26
   39.     Disposal of forfeited shares 26
   40.     Liability after forfeiture 26
   41.     Evidence of forfeiture 26
   42.     Directors may remit forfeiture 27
           (5) Transfer of Shares 27
   43.     Instrument of transfer execution and attestation 27
   44.     Form of transfer 27
   45.     Transfer by member indebted 28
   46.     Registration of transferee 28
   47.     Closing transfer books 29
           (6) Transmission of Shares 29
   48.     Representatives of deceased members 29
   49.     Registration of transmittee 29
   50.     Transmittee may with consent of directors have nominee registered 29
   51.     Transmittee must transfer to his nominee 30
           (7) Conversion of Shares into Stock 30
   52.     Conversion of shares into stock 30
   53.     Transfer of stock 30
   54.     Privileges of holder of stock 30

   PART V-BORROWING POWERS 32

   55.     Power to borrow money 32
   56.     Debentures to be on equal footing and interest to be payable before dividends 33
   57.     Form of debenture 33
   58.     Principal and interest on debentures payable either in
           Melbourne or London 34
   59.     Evidence of authority for borrowing 34
   60.     Declaration to be published in Government Gazette with
           respect to borrowing powers 35
   61.     Arrears of interest enforceable by appointment of receiver 35
   62.     Appointment of receiver 36
   63.     Debenture holders may sue in equity 37
   64.     Register of debentures 38
   65.     Trustees may invest trust moneys in debentures of the company 38
   66.     Supreme Court may direct investment in debentures of the company 39

   PART VI-GENERAL MEETINGS 40
   (1) Holding of Meetings and proceedings thereat 40

   67.     First general meeting of the company 40
   68.     Two ordinary meetings of the company yearly 40
   69.     Other meetings extraordinary 40
   70.     When extraordinary meetings may be held 40
   71.     Requisition of members 40
   72.     Directors or in default requisitionists may convene 41
   73.     Notice of general meetings 41
   74.     When special business 41
   75.     Notice of resolution not approved of by directors 41
   76.     What business to be transacted at general meetings 42
   77.     Quorum 42
   78.     Dissolution or adjournment for want of a quorum 42
   79.     Who shall preside at general meetings 42
   80.     When chairman not present member to be chosen 43
   81.     Adjournment of meeting 43
   82.     Notice of adjournment 43
   83.     When ballot demanded and specified majority of votes not required questions to be decided by show of hands 43
   84.     When ballot to be taken and how 44
   85.     Chairman to have casting vote 44
           (2) Votes of Members 44
   86.     Votes of members 44
   87.     How lunatics and idiots vote 45
   88.     How joint holders vote 45
   89.     When members shall not be entitled to vote 45
   90.     How votes to be given 45
   91.     Instrument of proxy 45
   92.     Instrument to be deposited 46
   93.     Form of proxy 46
           (3) Attorney of Member 47
   94.     Absent member may appoint an attorney 47
   95.     Powers of attorney 47
   96.     Attorneys of shareholders in respective companies to represent their principals at meetings of company 47

   PART VII-DIRECTORS 49
   (1) Appointment, qualification, remuneration, and rotation of
   Directors 49

   97.     First directors 49
   98.     Qualification 49
   99.     Remuneration of directors 50
   100.    Disqualification of directors 50
   101.    Directors to be elected at first general meeting 51
   102.    Retirement of directors elected at first general meeting 51
   103.    Order of retirement after 1881. 52
   104.    Compensation to retiring and non-elected directors 53
   105.    Company to supply places of directors retiring 53
   106.    Retiring director re-eligible 53
   107.    Where vacancies not filled up at general meeting 53
   108.    Casual vacancies 54
   109.    Company by three-fourths of votes may remove director 54
   110.    Company may reduce number of directors 54
           (2) Powers of Directors 55
   111.    Powers of the company to be exercised by the directors 55
   112.    Compensation to officers 55
           (3) Proceedings of Directors 56
   113.    Meetings 56
   114.    Quorum 56
   115.    Votes 56
   116.    Chairman and deputy chairman 56
   117.    Where no chairman or deputy chairman 57
   118.    Committees 57
   119.    Chairman of committees 57
   120.    Proceedings of committees 57
   121.    Resolution where quorum present to be resolution of all 58
   122.    Acts of directors or of committee of directors valid notwithstanding defect in appointment 58
           (4) Indemnity of Directors 58
   123.    Directors not to be personally liable 58

   PART VIII-SECRETARY 60

   124.    Secretary by whom to be appointed 60
   125.    Duties of secretary 60
   126.    Substitute and deputy 60
   127.    To attend meetings and enter minutes 60

   PART IX-DIVIDENDS AND RESERVE FUND 62

   128.    Declaration of dividend 62
   129.    Out of profits 62
   130.    Moneys due from members may be deducted from dividend 62
   131.    Notice of dividends 62
   132.    Dividends not to bear interest against the company 62
   133.    Reserve fund 63
   134.    Distribution of profits limited 63

   PART X-ACCOUNTS 65
   (1) Keeping and Publication of Accounts 65

   135.    What accounts to be kept 65
   136.    Where books kept 65
   137.    Statement of income and expenditure at ordinary meetings 65
   138.    Balance sheet 65
   139.    Copy of balance sheet and report to be served 66
   140.    Copy of half-yearly statement and balance sheet to be sent to Registrar-General 66
   141.    Company to furnish accounts to Governor-in-Council and
           local authority 66
           (2) Audit 67
   142.    Accounts to be audited 67
   143.    Appointment of auditors 67
   144.    Who eligible as auditors 67
   145.    Election of auditors 67
   146.    Order of retirement 67
   147.    Remuneration 68
   148.    Auditor re-eligible 68
   149.    Casual vacancy 68
   150.    Auditors to have copies of balance sheet 68
   151.    Every auditor to have list of books and have access to
           documents 68
   152.    Auditors' report 69
   153.    Governor-in-Council and local authorities may appoint
           auditors 69
   154.    Company to produce books and accounts etc. 69

   PART XI-NOTICES 71

   155.    Notice of general meetings by advertisement 71
   156.    Other notices how to be served 71
   157.    Notices to joint holders 71
   158.    Notices by post 71
   159.    Notices to attorney of member 72
   160.    Summonses notices and orders of the company how authenticated 72
   161.    Registered office 73
   162.    Service of notices upon company 73

   PART XII-CONTRACTS 74

   163.    How contracts may be made varied or discharged 74
   164.    Bills of exchange and promissory notes 75
   165.    Company may appoint attorney to execute deeds out of the colony 75
   166.    Common seal 75
   167.    Provisions as to internal management to bind members as if covenantors 75
   168.    Declaration in action against members 76

   PART XIII-EVIDENCE 77

   169.    Minutes to be evidence 77
   170.    Register of members evidence 77
   171.    Certificate of shares evidence 77

   PART XIV-POWERS OF THE COMPANY FOR COMPELLING ITS OFFICERS TO ACCOUNT 78

   172.    Security to be taken from officers entrusted with money 78
   173.    Officers to account on demand 78
   174.    Summary remedy against officers failing to account 78
   175.    Officer refusing to account and deliver up documents etc. to
           be imprisoned 79
   176.    Where officer about to abscond a warrant may be issued in the first instance 80
   177.    Sureties not to be discharged 80

   PART XV-BYE-LAWS 81

   178.    Power to make bye-laws for the officers of the company 81
   179.    Bye-laws to compel necessary working on Sundays and
           holidays 81
   180.    Fines for breach of bye-laws 82
   181.    Bye-laws to be so framed as that penalties may be mitigated 82
   182.    Evidence of bye-laws 82

   PART XVI-POWERS AND RESPONSIBILITIES OF THE COMPANY AS REGARDS THE EXECUTION OF WORKS 83

   183.    Power to break up streets under superintendence and to open drains 83
   184.    Notice of intention to be served on persons having control etc. before breaking up streets or opening drains 84
   185.    Streets or drains not to be broken up except under superintendence of local authority or of its officer 84
   186.    Streets or drains broken up to be reinstated without delay 85
   187.    Penalty for delay etc. in reinstating streets etc. 86
   188.    In case of delay other parties may reinstate and recover
           expenses 86
   189.    Compensation to be made by company for damage 87
   190.    For the protection of water pipes 87
   191.    Power to local authority to alter situation of pipes 87

   PART XVII-POWERS AND RESPONSIBILITIES OF THE COMPANY AS REGARDS THE SUPPLY OF GAS 89

   192.    Supply of gas to public lamps 89
   193.    Company at request of local authority to extend supply of gas upon certain terms and conditions 89
   194.    Supply of gas to owners and occupiers 90
   195.    Nature and amount of security where required 91
   196.    Penalty for failure to supply gas 91
   197.    Company not to charge for meters 92
   198.    Meters and gas fittings not to be subject to distress for rent 92
   199.    Charge for supply of gas by meter 92
   200.    Register of gas meters to be prima facie evidence 93
   201.    Incoming tenants not liable to pay arrears of gas rates 93
   202.    Company's officers may enter building or land to ascertain quantity of gas consumed or inspect apparatus 93
   203.    Recovery of rates due for gas 94
   204.    Power to take away pipes etc. when supply of gas discontinued 95
   205.    Company to remove pipes when tenants quit if required 95

   PART XVIII-QUALITY OF GAS AND TESTS AND INSPECTION OF METERS 96

   206.    Quality of gas 96
   207.    Testing place 96
   208.    Appointment and powers of gas examiner 97
   209.    Representation of the company 97
   210.    Mode of testing gas 97
   211.    Report of gas examiner 97
   212.    Company to afford facilities for testing 98
   213.    Penalty for supplying gas of inferior quality 98
   214.    Company to pay gas examiner 98
   215.    Inspector of meters 98
   216.    Certain persons not to be inspectors of meters 99
   217.    Justices may appoint inspector in certain cases 99
   218.    Salary of inspector 100
   219.    Removal of inspector appointed by justices 100
   220.    New meters required to be marked with measuring capacity etc. 100
   221.    Correct and incorrect meters 101
   222.    All meters in use before expiration of twelve months to be
           tested and stamped within ten years 102
   223.    Unit of measure 102
   224.    Penalty on inspector for misconduct 103
   225.    Forging and counterfeiting stamps 103
   226.    Pressure of gas 103

   PART XIX-OFFENCES AGAINST THE COMPANY AND PROTECTION OF THE COMPANY'S PRIVILEGES 104

   227.    Penalty for injuring company's apparatus or defrauding the company 104
   228.    Penalty for wilfully damaging pipes or other apparatus 105
   229.    Satisfaction for accidentally damaging pipes or other apparatus 105
   230.    No creditor allowed to take or remove property of company
           used or laid in streets or buildings 105
   231.    Penalty for interrupting company's workmen 106

   PART XX-OFFENCES BY THE COMPANY AND
   PROTECTION OF THE PUBLIC 107

   232.    Penalty on company for causing water to be corrupted 107
   233.    Penalty to be sued for within six months 107
   234.    Daily penalty during continuance of offence 107
   235.    Daily penalty during escape of gas after notice 108
   236.    Penalty if water contaminated by gas 108
   237.    Power after notice to examine gas pipes to ascertain cause of contamination 108
   238.    Expense to abide result of examination 109

   PART XXI-LEGAL PROCEEDINGS AND APPLICATION OF PENALTIES 110

   239.    How damages etc. and penalties to be recovered 110
   240.    To whom penalties to belong 110
   241.    Contents of summons or warrant 110
   242.    Warrant of distress shall include costs 111
   243.    Form of conviction 111
   244.    Person giving false evidence liable to penalties for perjury 112
   245.    Liability to gas rate not to disqualify justices from acting 112
   246.    Nothing to exempt company from being indicted for nuisance 112
   247.    Proof of debts in insolvency 112
   248.    Company not to construct new gas manufactory without
           consent of owners and lessees 113

   PART XXII-MISCELLANEOUS PROVISIONS 114

   249.    Acquisition of company's undertaking 114
   250.    Saving of rights of Her Majesty 115
   251.    Company not exempted from provisions of any future general Act 115
   252.    Expenses of Act to be borne by company 115
           __________________
           SCHEDULES 116
           SCHEDULE 1-The Metropolitan Gas Company 116
           SCHEDULE 2-Form of annual accounts 117
           SCHEDULE 3. 123
           ---------------
           ENDNOTES 125
           1. General Information 125
           2. Table of Amendments 126
           3. Explanatory Details 127
           WHEREAS by an Act of the Lieutenant Governor and Legislative Council of the colony of Victoria passed in the sixteenth year of the reign of Her Majesty Queen Victoria intituled "An Act for lighting with gas the city of Melbourne in the colony of Victoria and to enable certain persons associated under the name style or title of The City of Melbourne Gas and Coke Company to sue and be sued in the name of the secretary for the time being of the said company and for other purposes therein mentioned" the said company (hereinafter called the City Company) was authorized to construct works and carry on operations for supplying gas within the city of Melbourne and the suburbs thereof with the powers and subject to the restrictions in the said Act mentioned:
           AND WHEREAS under powers contained in the said Act and in the Act of the Lieutenant Governor and Legislative Council of the said colony passed in the eighteenth year of the reign of Her Majesty Queen Victoria and intituled "An Act to enable the City of Melbourne Gas and Coke Company to increase the capital of the said company to the sum of one hundred thousand pounds to be raised by the issue of six thousand shares of ten pounds each" and in the Act of the Parliament of Victoria numbered fourteen the capital of the City Company was raised to the sum of two hundred and fifty thousand pounds divided into six thousand shares of ten pounds each and thirty-eight thousand shares of five pounds each:
           AND WHEREAS all the said shares of the City Company were issued and the capital of the City Company now consists of the said six thousand shares of ten pounds each on which the full sum of ten pounds per share has been paid and of the said thirty-eight thousand shares of five pounds each on which the full sum of five pounds per share has been paid:
           AND WHEREAS under powers contained in "The City of Melbourne Gas and Coke Company's Loan Act 1855" the City Company has borrowed money on debentures and repaid portion of the money so borrowed and there is now owing by the City Company upon the security of debentures issued under the last mentioned Act and chargeable upon the revenues and property of the City Company the sum of thirty thousand pounds and each of the debentures so issued is made to secure the principal sum of one hundred pounds payable on the second day of July One thousand eight hundred and eighty-four with interest in the meantime payable half-yearly at the rate of five per centum per annum:
           AND WHEREAS the City Company is possessed of several parcels of freehold land in the colony of Victoria vested in divers persons as trustees or trustee in fee simple and whereof such trustees are respectively registered as proprietors under the "Transfer of Land Statute" and the said company occupies for its principal office certain premises in Collins-street in the City of Melbourne as the tenant thereof and also holds under license granted by His Excellency the Governor in pursuance of "The Land Act 1869" a piece of land on the bank of the river Yarra Yarra:
           AND WHEREAS by an Act of the Parliament of Victoria numbered CIII The Collingwood Fitzroy and District Gas and Coke Company (hereinafter called the Collingwood Company) was incorporated and was empowered subject to the provisions of the said Act to construct works and carry on operations for supplying gas within the limits therein mentioned. And by the said Act the capital of the Collingwood Company was fixed at the sum of fifty thousand pounds divided into ten thousand shares of five pounds each but the said company was authorized to raise additional capital not exceeding in the whole the sum of one hundred thousand pounds by creating new shares and to borrow money as therein mentioned:
           AND WHEREAS under the powers contained in the said Act numbered CIII the capital of the Collingwood Company has been raised to and now consists of one hundred thousand pounds divided into twenty thousand shares of five pounds each all of which shares have been issued and on each of which the full sum of five pounds has been paid:
           AND WHEREAS under the powers contained in the last mentioned Act the Collingwood Company has borrowed upon the security of bonds of the said company the sum of fifty thousand pounds which is still unpaid and the number of the said bonds is five hundred and upon each of one hundred and ten of the said bonds the principal sum of One hundred pounds is payable on the first day of October One thousand eight hundred and eighty-three bearing interest in the meantime payable half-yearly at the rate of six per centum per annum and upon each of ninety-five of the said bonds the principal sum of one hundred pounds is payable on the first day of January One thousand eight hundred and ninety-seven bearing interest in the meantime payable half-yearly at the rate of five per centum per annum. And upon each of the remaining two hundred and ninety-five of the said bonds the principal sum of one hundred pounds is payable on the first day of January One thousand nine hundred and one bearing interest in the meantime payable half-yearly at the rate of five per centum per annum:
           AND WHEREAS the Collingwood Company is seised in fee simple of several parcels of freehold land in the said colony whereof the said company is the registered proprietor under the "Transfer of Land Statute" and is also possessed of certain premises in Swanston-street in the city of Melbourne as the tenant thereof under lease and occupies the said premises for its principal office:
           AND WHEREAS by an Act of the Parliament of Victoria No. CCCCXXVI The South Melbourne Gas Company (hereinafter called the South Melbourne Company) was incorporated and was empowered subject to the provisions of the said Act to construct works and carry on operations for supplying gas within the limits therein mentioned. And by the said Act the capital of the South Melbourne Company was fixed at the sum of fifty thousand pounds divided into fifty thousand shares of one pound each but the said company was authorized to raise additional capital not exceeding in the whole the sum of one hundred thousand pounds by creating new shares and to borrow money as therein mentioned:
           AND WHEREAS by an Act of the Parliament of Victoria No. CCCCLXV the limits within which the South Melbourne Company was authorized to supply gas were extended and the South Melbourne Company was also authorized to raise further capital:
           AND WHEREAS under the powers contained in the two last mentioned Acts the South Melbourne Company has issued sixty-seven thousand seven hundred and sixty shares and upon sixty-seven thousand and sixty of the shares so issued the full sum of one pound per share has been paid and upon the remainder of the said sixty-seven thousand seven hundred and sixty shares there have been paid various sums amounting to less than one pound upon each of such remaining shares and the capital of the South Melbourne Company now consists of the said sixty-seven thousand seven hundred and sixty shares so wholly or partially paid up as aforesaid:
           AND WHEREAS under power contained in the two last mentioned Acts the South Melbourne Company has borrowed upon mortgages of the undertaking and revenues of the said company the sum of thirty-two thousand pounds which is still unpaid and upon all of the said mortgages the principal sum of one hundred pounds is payable by the said company on the thirtieth day of June One thousand eight hundred and ninety-seven and bears interest in the meantime payable half-yearly at the rate of seven per centum per annum:
           AND WHEREAS the South Melbourne Company is possessed of land at South Melbourne of which it is the registered proprietor for a term of years under the "Transfer of Land Statute" and also holds under license granted by His Excellency the Governor in pursuance of the "Land Act 1869" another piece of land at South Melbourne aforesaid and occupies for its principal office certain premises in the township of Emerald Hill as the tenant thereof:
           AND WHEREAS it would be of public and local advantage and also to the advantage of the respective companies that the said companies should be amalgamated into one united company:
           AND WHEREAS it is expedient that a capital of the united company should be created amounting in paid-up shares to the sum of five hundred and fifty-seven thousand two hundred and ten pounds and that the united company should be authorized to raise by creating new shares a further sum of four hundred and forty-two thousand seven hundred and ninety pounds and also from time to time to borrow money on debentures:
           AND WHEREAS it is also expedient to confer on the united company the powers and privileges hereinafter set forth:
           BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):
           INTRODUCTION