Victorian Legislation and Parliamentary Documentsi
Version No. 001
Forestry Pulp and Paper Company's
Afforestation Contracts Act 1949
Act No. 5373/1949
Version as at 1 November 1999
TABLE OF PROVISIONS
Section Page
Short title 2
Definitions 3
Application of Act 3
Vesting of real and personal property in the company 4
Issue of stock 4
Stock as set out in Schedule 1 5
Stock as set out in Schedule 2 5
Stock register 6
Stock in name of deceased purchaser 6
Certificate to be evidence 7
Two or more holders 7
Right to transfer stock 7
Registration of transfer 7
Registered holder or joint holders 7
Defaced or lost certificate 8
Receipt by joint holders 8
Payment of dividends 8
Notice of dividend 8
Unclaimed dividends 9
Obligation of Company to cultivate and maintain plantations,
and harvest mill and market timber 9
Distribution of profits 10
Accounts to be kept 10
Annual profit and loss account 10
Account to be sent to stockholders and filed 11
Conversion by the Company of lands held by stockholders
into cash and distribution of proceeds 11
Cancellation of stock certificates 12
Audit of accounts 12
Service of notices 12
Victorian Legislation and Parliamentary DocumentsSection Page
ii
29. Determination of questions relating to trust created by this
Act by Supreme Court 12
30. Stockholder's director to be appointed pending final
distribution among stockholders by Company 13
Victorian Legislation and Parliamentary Documents1
Version No. 001
Forestry Pulp and Paper Company's
Afforestation Contracts Act 1949
Act No. 5373/1949
Version as at 1 November 1999
An Act to make provision for Facilitating the Realization of
certain Forestry Lands and Plantations and the Produce thereof
and for matters incidental thereto, and for other purposes.
Preamble
WHEREAS the Forestry Pulp and Paper Company
of Australia Limited incorporated in Victoria and
having its registered office at No. 440 Little
Collins-street, Melbourne (hereinafter referred to
as "the Company") acquired certain land in the
district of Dartmoor and situated partly in Victoria
and partly in South Australia and certain land at
Pittwater and South Bruny Island in Tasmania and
certain other land at Flinders in Victoria for the
purpose of making and maintaining plantations of
trees thereon intended to be used for commercial
purposes:
AND WHEREAS the company and its
predecessors in title have from time to time entered
into contracts for the sale of subdivisional
allotments of the said lands to various persons in
Victoria and elsewhere whereby the respective
vendors agreed with the respective purchasers to
establish plantations of trees thereon and tend and
cultivate the same and eventually to harvest such
trees and realize the same for commercial purposes
and distribute the net proceeds of such realization
between the respective vendors and the respective
purchasers in certain proportions set forth in the
respective contracts and to transfer under certain
conditions therein set forth the allotments therein
Section 1 - Forestry Pulp and Paper Company's Afforestation Contracts Act 1949 - Forestry Pulp and Paper Company's Afforestation Contracts Act 1949 | Zoe
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Forestry Pulp and Paper Company's Afforestation Contracts Act
1949
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described to the respective purchasers in fee
simple:
AND WHEREAS large areas of the said lands
have from time to time been improved and planted
with trees pursuant to the said contracts and the
company has erected mills with plant and
machinery for the treatment and disposal of the
produce of the plantations and has moneys
available for distribution pursuant to the said
contracts:
AND WHEREAS the company has acquired by
assignment all such contracts as were made by its
predecessor in title and has assumed all the
obligations of the vendors thereunder:
AND WHEREAS in some cases the whole of the
purchase money has been paid by the respective
purchasers and in other cases part only of the
purchase money has been paid:
AND WHEREAS it has become impracticable to
carry out the said contracts according to the terms
and conditions thereof and it is expedient that
provision should be made for the modification
thereof as hereinafter provided:
BE IT THEREFORE ENACTED by the King'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):
Short title
This Act may be cited as the Forestry Pulp and
Paper Company's Afforestation Contracts Act
s. 1
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Forestry Pulp and Paper Company's Afforestation Contracts Act
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2. Definitions
In this Act unless inconsistent with the context or
subject-matter—
"Company" means the Forestry Pulp and Paper
Company of Australia Limited;
"afforestation contract" means any existing
agreement for sale of land made by the
company or its predecessors in title with any
person at any time prior to the
commencement of this Act whereby the
company or its predecessors agreed to plant
tend and cultivate trees or plants on the land
included in the agreement and in due course
to harvest and realize the same for
commercial purposes and divide the
proceeds between the Company and the
purchaser in the proportions stated in such
agreement and to transfer to the purchaser
the fee simple in the said land;
"purchaser" means a purchaser under an
afforestation contract, and "purchase
money" means the purchase money payable
by the purchaser under an afforestation
contract;
"stock" means a certificate entitling the
registered holder thereof to a share in the real
and personal property held by the Company
in trust for purchasers under afforestation
contracts, and "stockholder" means a
registered holder of stock.
3. Application of Act
This Act shall apply to all afforestation contracts
made by the Company and its predecessors in title
prior to the commencement of this Act.
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4. Vesting of real and personal property in the
company
Immediately upon the commencement of this Act
and notwithstanding any provision in any
afforestation contract or in the memorandum or
articles of association of the Company to the
contrary the following real and personal property
shall be held by the Company in trust for all
purchasers in manner hereinafter provided—
(a) all land at any time prior to the
commencement of this Act acquired by the
Company for afforestation purposes and
whether included in any afforestation
contract or not except—
(i) any parcel of land at any time prior to
the commencement of this Act
transferred or conveyed in fee simple
by the Company to any purchaser or by
his direction;
(ii) any parcel of land not included in any
afforestation contract on which
buildings or mills are now or hereafter
erected;
(b) all moneys and securities for money held by
the Company in trust for purchasers at the
date of the commencement of this Act; and
(c) all trees timber and the produce of the trees
and timber grown upon any land acquired by
the Company for afforestation purposes prior
to the commencement of this Act.
5. Issue of stock
(1) The Company shall issue to every purchaser stock
of the Company equal in amount to the amount of
purchase money agreed to be paid by the
purchaser under his contract together with an
additional sum equal to a percentage of seven and
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one-half per centum per annum calculated at
simple interest on such purchase money from the
thirty-first day of December in the year in which
the contract was made until the thirty-first day of
December, One thousand nine hundred and forty-
one, and the same shall be accepted by the
purchaser in full satisfaction and discharge of all
his right title and interest under his contract
without prejudice to any right which the Company
may have under the terms of any such contract to
enter upon the land comprised therein for the
purpose of performing its obligations to the
purchaser as provided in this Act.
(2) The Company shall not issue stock in respect of
fractions of a pound but shall issue to every
purchaser stock for an amount equal to the amount
ascertained as aforesaid to the nearest pound.
6. Stock as set out in Schedule 1
To every purchaser who has prior to the
commencement of this Act paid the whole of his
purchase money the Company shall issue stock in
the form set out in the First Schedule to this Act.
7. Stock as set out in Schedule 2
To every purchaser who is indebted to the
Company at the date of the commencement of this
Act in respect of any portion of his purchase
money the Company shall issue stock in the form
set out in the Second Schedule to this Act, and the
Company shall have a first and paramount lien
upon such stock for all unpaid purchase money
(without interest) whether the period for payment
has actually arrived or not and no equitable
interest in any such stock shall be created except
upon the footing and condition that section
fourteen hereof is to have full effect and such lien
shall extend to all dividends from time to time
declared in respect of such stock. Save as
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aforesaid no such purchaser shall be under any
liability to the Company in respect of any unpaid
purchase money but any such purchaser shall have
the option at any time of paying to the Company
such unpaid purchase money or any part thereof.
Upon payment or satisfaction of the whole of the
unpaid purchase money and upon delivery up of
such stock to be cancelled the Company shall
issue to the purchaser stock in the form set out in
the First Schedule to this Act.
8. Stock register
The Company shall from time to time cause the
names and last known addresses of stockholders
with the amount of stock to which they are
respectively entitled to be entered in a register to
be kept for the purpose at the registered office of
the Company and called "Register of
Stockholders" and such register shall be accessible
at all reasonable times to the several holders of
stock. The surnames or corporate names of the
stockholders shall be entered therein in
alphabetical order.
9. Stock in name of deceased purchaser
If any purchaser (not being a joint purchaser with
any other) be dead at the date of the issue of stock
his name may be entered in the register for such
stock as it would have been if he had been then
alive and his executors or administrators may
upon application to the Company become
registered as the holders of such stock as such
executors or administrators.
s. 8
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10. Certificate to be evidence
A certificate shall be admitted in all courts as
primâ facie evidence of the title of such
stockholder his executors administrators or
assigns to the amount of stock therein specified
subject to the conditions appearing thereon.
11. Two or more holders
A certificate of stock registered in the names of
two or more persons shall be delivered to the
person first named in the register.
12. Right to transfer stock
The several holders of stock may transfer their
respective interests therein by an instrument of
transfer in the form set forth in the Third Schedule
to this Act or as near thereto as circumstances will
admit.
13. Registration of transfer
The said instrument of transfer (when duly
executed) shall together with the certificate be
delivered to the secretary of the Company to be
kept by him and the secretary shall enter a
memorial thereof in a register to be called
"Register of Transfers" and shall endorse such
entry on the instrument of transfer and shall on
demand deliver a new certificate to the purchaser
and until such transfer has been so delivered to the
secretary the purchaser of the stock shall not be
entitled to receive any dividend declared in
respect of the stock.
14. Registered holder or joint holders
Save as in this Act otherwise provided the
Company shall be entitled to treat the registered
holder of any stock as the absolute owner thereof
and in case of the death of any one or more joint
registered holders the Company will recognize
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only the survivor or survivors as the absolute
owner or owners thereof and accordingly shall not
except as ordered by a court of competent
jurisdiction be bound to recognize any equitable
or other claim to or interest in such stock on the
part of any other person.
15. Defaced or lost certificate
If any certificate be worn out or defaced then upon
production thereof to the directors they may order
the same to be cancelled and may issue a new
certificate in lieu thereof; and if the directors are
satisfied that any certificate has been lost or
destroyed then on such indemnity as the directors
deem adequate being given a new certificate in
lieu thereof shall be given to the party entitled to
such lost or destroyed certificate.
16. Receipt by joint holders
Any one of several persons who are registered as
the joint holders of any stock may give effectual
receipts for all dividends and payments on account
of dividends in respect of such stock.
17. Payment of dividends
Unless otherwise directed any dividend may be
paid by cheque or warrant sent through the post to
the registered address of the member or person
entitled or in the case of joint holders to the
registered address of that one whose name stands
first on the register in respect of the joint holders;
and every cheque or warrant so sent shall be made
payable to the order of the person to whom it is
sent.
18. Notice of dividend
Notice of the declaration of any dividend shall be
given to the holders of registered stock in manner
hereinafter provided.
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19. Unclaimed dividends
All dividends unclaimed for one year after having
been declared may be invested or otherwise made
use of by the directors for the benefit of all
registered stockholders until claimed and all
dividends unclaimed for six years after having
been declared may be forfeited by the directors for
the benefit of the other registered holders of stock.
20. Obligation of Company to cultivate and maintain
plantations, and harvest mill and market timber
(1) The Company at its own expense shall tend
cultivate and maintain under properly qualified
supervision all the plantations now or hereafter
standing or growing upon the lands acquired by it
for afforestation purposes and take all such
measures and precautions as shall be reasonably
necessary or expedient for the protection and
safety and cultivation of the plantations. The
Company shall pay all municipal or shire rates
and charges and any land tax payable with respect
to such lands.
(2) The Company shall in due course harvest and mill
the timber grown on such lands and market and
realize the same at such time or times and in such
manner as the Company in its discretion thinks
proper and may in its discretion either erect at its
own expense any buildings mills plant and
appliances reasonably required for the purpose or
arrange by contract or otherwise for any
harvesting milling and marketing to be done upon
such terms and conditions as it thinks fit.
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21. Distribution of profits
The Company shall be entitled to retain for its
own use twenty per centum of the net profits made
from the marketing and realization of the said
timber. "Net profits" shall mean the total amount
realized after deducting all costs and expenses of
harvesting milling pulping and marketing the
produce but not including any allowance to the
Company in respect of buildings mills plant and
appliances erected by it. Save as aforesaid the net
profits made from the marketing and realization of
the said timber shall be divisible by way of
dividend from time to time among all the
stockholders in proportion to the amount of stock
held by them respectively.
22. Accounts to be kept
The Company shall cause true accounts to be kept
of the sums of money expended by the Company
in the harvesting milling pulping and marketing of
the produce of the said lands and in the realization
of the same and of all moneys received from such
realization and the matters in respect of which
such expenditure and receipt take place and of all
sales of the said lands and the produce therefrom
made by the Company. The books of account shall
be kept at the registered office of the Company or
at such other place or places as the directors of the
Company think fit.
23. Annual profit and loss account
Once at least in every year the Company shall
cause to be prepared a profit and loss account of
the matters aforesaid made up to a date not more
than six months before the preparation of the same
from the date up to which the last preceding
account was made up and in the case of the first
account from the date of the passing of this Act.
Such account shall disclose the amount available
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for dividend among the stockholders. Every such
account shall be signed by two directors and
countersigned by the secretary. The Company
shall from time to time pay to stockholders such
dividends as the profits disclosed by the profit and
loss account justifies.
24. Account to be sent to stockholders and filed
A printed copy of every profit and loss account
shall be sent to each of the registered holders of
stock in the manner in which notices are
hereinafter directed to be served; and a printed
copy shall be filed in the office of the Registrar-
General within twenty-one days after its
preparation.
25. Conversion by the Company of lands held by
stockholders into cash and distribution of proceeds
(1) The Company may from time to time sell and
convert into money the lands held by the
Company in trust for stockholders pursuant to this
Act and shall so sell and convert the same when
all timber or the produce of timber grown upon
the same shall have been harvested milled and
marketed as aforesaid.
(2) The net proceeds of any such land so sold by the
Company shall be divisible from time to time
among all the stockholders in proportion to the
amount of stock held by them respectively and the
Company shall pay to each stockholder his due
proportion thereof.
(3) When all the property so held by the Company in
trust for stockholders has been realized and
converted into money the Company shall make a
final distribution of any money held by it in trust
for stockholders among the stockholders in
proportion to the amount of stock held by them
respectively.
s. 24
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26. Cancellation of stock certificates
Before making any such final distribution the
Company may require all or any of the stock
certificates to be given up to be cancelled and the
same shall be given up accordingly.
27. Audit of accounts
Once at least in every year the accounts aforesaid
shall be examined and the correctness of the profit
and loss account aforesaid ascertained and
certified by a duly qualified auditor to be
appointed by the Company.
28. Service of notices
A notice may be served by the Company upon any
registered holder of stock either personally or by
sending it through the post in a prepaid letter
envelope or wrapper addressed to such member at
his registered place of address and with respect to
any stock to which persons are jointly entitled
notice to whichever of such persons is named first
in the register shall be sufficient notice to all the
holders of such stock.
29. Determination of questions relating to trust created
by this Act by Supreme Court
The Company, any trustee substituted for it, the
stockholder's director or any stockholder may at
any time and from time to time apply to the
Supreme Court or a Judge thereof for the
determination of any question which may arise in
relation to the trust created by this Act and the
Supreme Court or a Judge thereof may make all
such orders and give all such directions and confer
such powers upon the Company or any trustee
substituted for it as the Court or a Judge thereof
may deem necessary or expedient for the purpose
of carrying out such trust or protecting the rights
and interests of stockholders. The powers hereby
s. 26
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conferred upon the Court or a Judge thereof shall
be in addition to and not in substitution for any
power vested in it or him under the Trustee Act
1928 or otherwise. The power to appoint a new
trustee or trustees in substitution for the Company
shall be exerciseable only by the Supreme Court
or a Judge thereof.
30. Stockholder's director to be appointed pending final
distribution among stockholders by Company
(1) Until the whole of the property so held by the
Company in trust for stockholders has been
realized and converted into money and the
proceeds thereof distributed among the
stockholders a stockholder or other person
selected and appointed by the Governor in
Council shall be a director of the Company in
addition to the directors appointed by the
Company and shall be called "the stockholder's
director".
(2) Notwithstanding the provisions of the
memorandum and articles of association of the
Company any person so appointed shall subject to
this section hold office as the stockholder's
director until requested to retire by the Governor
in Council.
(3) The stockholder's director shall not be required to
hold any shares in the Company as a qualification
to be such director.
(4) The stockholder's director shall be paid by the
Company the same remuneration as is payable by
it to the other directors of the Company (other
than the managing director).
(5) The stockholder's director may at any time by
notice in writing to the Company resign his office.
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(6) As and whenever the person appointed as the
stockholder's director vacates such office whether
upon request as aforesaid or by death retirement
or otherwise the Company shall notify the
Governor in Council accordingly and the
Governor in Council may appoint another person
as stockholder's director in his place.
s. 30
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SCHEDULES
FIRST SCHEDULE
THE FORESTRY PULP AND PAPER COMPANY OF AUSTRALIA
LIMITED.
No.
This is to certify that A.B. of is the
registered holder of the sum of £ stock (fully paid) of the
above-named Company subject to the provisions of the Forestry Pulp and
Paper Company's Afforestation Contracts Act 1949.
Given under the Common Seal of the Company this day
of 194 .
The Common Seal of the Company was
hereunto affixed in the presence of
..............................................................
..............................................................
Directors.
.............................................................. Secretary.
(Seal of the
Company.)
NOTE—No transfer of the stock comprised in this certificate will be
registered until this certificate is delivered up at the Company's office.
Sections 6, 7.
Sch. 1
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SECOND SCHEDULE
THE FORESTRY PULP AND PAPER COMPANY OF AUSTRALIA
LIMITED.
No.
This is to certify that A.B. of is the
registered holder of the sum of £ stock of the above-named
Company subject to the provisions of the Forestry Pulp and Paper
Company's Afforestation Contracts Act 1949 upon which the sum of £
is at the date hereof due and owing to the Company.
Dividends payable in respect of such stock may be applied by the Company
pro tanto in satisfaction of the balance of the sum due and owing.
Given under the Common Seal of the Company this day
of 194 .
The Common Seal of the Company was
hereunto affixed in the presence of
..............................................................
..............................................................
Directors.
.............................................................. Secretary.
(Seal of the
Company.)
NOTE.—No transfer of the stock comprised in this certificate will be
registered until this certificate is delivered up at the Company's office.
Section 7.
Sch. 2
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THIRD SCHEDULE
THE FORESTRY PULP AND PAPER COMPANY OF AUSTRALIA
LIMITED.
I of
being the registered holder of £ Stock numbered of
the Forestry Pulp and Paper Company of Australia Limited in consideration
of pounds paid to me by
of hereinafter called "the transferee" do
hereby transfer to the transferee the said stock to hold unto the transferee his
executors administrators and assigns subject to the several conditions on
which I held the same immediately before the execution hereof; and I the
transferee do hereby agree to take the said stock subject to the conditions
aforesaid.
As witness our hands the day of
Transferor.
Witness
Transferee.
Witness
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Section 12.
Sch. 3
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ENDNOTES
General Information
The Forestry Pulp and Paper Company's Afforestation Contracts Act
1949 was assented to on 7 June 1949 and came into operation on 7 June
Endnotes
Victorian Legislation and Parliamentary DocumentsAct No. 5373/1949
Forestry Pulp and Paper Company's Afforestation Contracts Act
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2. Table of Amendments
There are no amendments made to the Forestry Pulp and Paper
Company's Afforestation Contracts Act 1949 by Acts and subordinate
instruments.
Endnote
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3. Explanatory Details
No entries at date of publication.
Endnote