Short title. Interpretation of the words: "The letters patent;" "The supple mentary let 1. This Act may be cited as the "Canada Joint Stock Companies Letters Patent Act, 1869." 2. The following expressions, in this Act, and in all letters patent and supplementary letters patent issued under the same, shall have the meaning hereby assigned to them, unless there is something in the subject or context repugnant to such construction, that is to say: 1. The expression "the letters patent" means the letters patent incorporating a Company for any purpose contemplated by this Act; 2. The expression "the supplementary letters patent" means ters patent;" any letters patent granted for the increasing or reducing of the capital stock of such Company; "The company;" 64 The undertaking;" "Real estate," "Land;" "Shareholder;" Companies formed for certain pur poses may be incorporated by letterspatent. Notice to be what it shall 3. The expression "the Company" means the Company so incorporated by letters patent; 4. The expression "the undertaking" means the whole of the works and business of every kind, which the Company is authorized to carry on; 5. The expression "real estate" or "land" includes all immoveable real property of every kind; 6. The expression "Shareholder" means every subscriber to or holder of stock in the Company, and extends to and includes the personal representatives of the shareholder. 3. The Governor in Council may, by letters patent under the great seal, grant a charter to any number of persons, not less than five, who shall petition therefor, constituting such persons and others who may become shareholders in the company thereby created, a body corporate and politic, for any purposes or objects to which the Legislative authority of the Parliament of Canada extends, except the construction and working of Railways, or the business of Banking and the issue of paper money, or Insurance. 4. The applicants for such letters patent must give at least one month's previous notice in the Canada Gazette, of their intention to apply for the same, stating therein : 1. The proposed corporate name of the Company, which shall not be that of any other known company incorporated or unincorporated, or any name liable to be unfairly confounded therewith, or otherwise on public grounds objectionable; 2. The object for which its incorporation is sought; 3. The place or places within the Dominion of Canada, where its operations are to be carried on, with special mention if there be two or more such places, of some one of them as its chief place of business; 4. The amount of its capital stock; 5. The number of shares and amount of each share; first Directors. 6. The names in full and the address and calling of each of the Names of applicants, with special mention of the names of not less than applicants and three nor more than nine of their number, who are to be the first directors of the Company, and the major part of whom must be resident in Canada, and subjects of Her Majesty by birth or naturalization. 5. At any time, not more than one month after the last publi- Petition for cation of such notice, the applicants may petition the Governor letters-patent, General, through the Secretary of State of Canada, for the issue of such letters patent: amount of 2. Such petition must recite the facts set forth in the notice, what it shall and must further state the amount of stock taken by each appli- contain: cant, and also the amount paid in upon the stock of each applicant, stock taken, and the manner in which the same has been paid in, and is held &c. for the Company; 3. The aggregate of the stock so taken must be at least the one A certain half of the total amount of stock of the Company; amount must be taken. up thereon. 4. The aggregate so paid in thereon must be at least ten per And a certain cent thereof, or five per cent of the total capital; unless such amount paid total exceed five hundred thousand dollars, in which case the aggregate paid in upon the excess over five hundred thousand dollars must be at least two per cent thereof; in. 5. Such aggregate must have been paid in to the credit of the Disposal of Company, or of trustees therefor, and must be standing at such amount paid credit, in some chartered bank or banks in Canada, unless the object of the Company is one requiring that it should own real estate, in which case, not more than one half of such aggregate may be taken as being paid in if bona fide invested in real estate suitable to such object duly held by trustees for the Company, and being fully of the required value over and above all incumbrances thereon; 6. The petition may ask for the embodying in the letters patent, Provisiens of any provision which otherwise under this Act might be required to be embodied in any by-law of the Company when incorporated. embodied. Preliminary be established. 6. Before the letters patent are issued, the applicants must conditions, to establish to the satisfaction of the Secretary of State, or of such other officer as may be charged by order of the Governor General in Council to report thereon the sufficiency of their notice and petition, the truth and sufficiency of the facts therein set forth-and further that the applicants, and more especially the provisional directors named, are persons of sufficient reputed means to warrant the application: Proof thereof. Facts to be recited in letters-patent. Notice of patent. 2. And to that end, the Secretary of State, or such other officer, may take and keep of record any requisite evidence in writing under oath or affirmation, and may administer every requisite oath or affirmation. 7. The letters patent shall recite all the material averments of the notice and petition as so established. 8. Notice of the granting of the letters patent shall be forthissuing letters with given by the Secretary of State, in the Canada Gazette, in the form of the schedule A appended to this Act; and thereupon, from the date of the letters patent, the persons therein named and their successors shall be a body corporate and politic by the name mentioned therein. General corpo such com panies. 9. Every Company so incorporated may acquire, hold, alienate rate powers of and convey, any real estate, requisite for the carrying on of the undertaking of such Company, and shall forthwith become and be invested with all rights, real and personal, heretofore held by or for it under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite to the carrying on of its undertaking, as though incorporated by a special Act of Parliament, or making it by that name a body politic and corporate, and embodying all the provisions of this Act and of the letters patent. Increase of capital. By-law for 10. The Directors of the Company, if they see fit at any time, after the whole capital stock of the Company shall have been allotted and paid in, but not sooner, may make a by-law for increasing the capital stock of the Company to any amount which they may consider requisite in order to the due carrying out of the objects of the Company: 2. Such by-law shall declare the number and value of the that purpose. shares of the new stock; and may prescribe the manner in which the same shall be allotted; and in default of its so doing, the control of such allotment shall be held to vest absolutely in the Directors. Reduction of capital. 11. The Directors of the Company, if they see fit at any time, may make a by-law for decreasing the capital stock of the Company to any amount which they may consider sufficient in order to the due carrying out of the undertaking of the Company, and advisable : 2. Such by-law shall declare the number and value of the By-law for shares of the stock as so decreased; and the allotment thereof, that purpose. or the rule or rules by which the same shall be made. must be ap 12. But no by-law for increasing or decreasing the capital Such by-laws stock of the Company shall have any force or effect whatever, proved by until after it shall have been sanctioned by a vote of not less than shareholders two-thirds in value of the shareholders at a general meeting of and confirmed the Company duly called for considering the same-and after- tary letters wards confirmed by supplementary letters patent. by supplemen patent. 13. At any time, not more than six months after such sanction Petition for of such by-law, the Directors may petition the Governor, through supplementary letters patent. the Secretary of State, for the issue of supplementary letters patent to confirm the same: 2. With such petition they must produce such by-law, and By-law, &c., to be produced establish to the satisfaction of the Secretary of State, or of such with petition: other officer as may be charged by order of the Governor in Council, to report thereon, the due passage and sanction of such by-law, and the bona fide character of the increase or decrease of capital thereby provided for; 3. And to that end the Secretary of State or such officer may Powers of officer changed take and keep of record any requisite evidence in writing under to report on oath or affirmation, and may administer every requisite oath or petition. affirmation. supplementary effect of such 14. Upon due proof so made, the Governor in Council may grant Granting of such supplementary letters patent under the great seal; and letters patent. notice thereof shall be forthwith given by the Secretary of State Notice,in the Canada Gazette, in the form of the schedule B appended to letters patent. this Act; and thereupon, from the date of the supplementary letters patent, the capital stock of the Company shall be and remain increased, or decreased, as the case may be, to the amount, in the manner, and subject to the conditions set forth by such by-law; and the whole of the stock, as so increased or decreased, shall become subject to the provisions of this Act, in like manner (so far as may be) as though every part thereof had formed part of the stock of the Company originally subscribed. company to be 15. All powers given to the Company by the letters patent Powers of the and supplementary letters patent granted in its behalf, shall be subject to this exercised subject to the provisions and restrictions contained in Act. this Act. 16. The affairs of every such Company shall be managed by a Beard of Board, of not less than three, nor more than nine Directors. Directors. Directors. 17. The persons named as such, in the letters patent, shall be Provisional the Directors of the Company, until replaced by others duly appointed in their stead. Qualifications of Directors. After Directors, to be elected. Mode of Elec tion. Vacancies. President. Failure to elect Director, 18. No person shall be elected or appointed as a Director thereafter, unless he is a Shareholder, owning stock absolutely in his own right, and not in arrear in respect of any call thereon; and the major part of the after Directors of the Company shall, further, at all times, be persons resident in Canada, and subjects of Her Majesty by birth or naturalization. 19. The after Directors of the Company shall be elected by the Shareholders in general meeting of the Company assembled, at such times, in such wise, and for such term, not exceeding two years, as the letters patent, or (in default thereof) the By-laws of the Company may prescribe. 20. In default only of other express provisions in such behalf, by the letters patent or By-laws of the Company, 1. Such election shall take place yearly, all the members of the Board retiring, and (if otherwise qualified) being eligible for re-election; 2. Notice of the time and place for holding general meetings of the Company shall be given at least ten days previously thereto, in some newspaper published at or as near as may be to the office or chief place of business of the Company; 3. At all general meetings of the Company, every shareholder shall be entitled to as many votes as he owns shares in the Company, and may vote by proxy; 4. Elections of Directors shall be by ballot; 5. Vacancies occurring in the Board of Directors may be filled for the unexpired remainder of the term, by the Board, from among the qualified Shareholders of the Company; 6. The Directors shall, from time to time, elect from among themselves a President of the Company; and shall also name, and may remove at pleasure, all other officers thereof. 21. If at any time an election of Directors be not made how remedied, or do not take effect at the proper time, the Company shall not be held to be thereby dissolved; but such election may take place at any general meeting of the Company duly called for that purpose; and the retiring Directors shall continue in office until their successors are elected. Powers and duties of Directors. By-laws. 22. The Directors of the Company shall have full power in all things to administer the affairs of the Company, and may make, or cause to be made, for the Company, any description of contract which the Company may by law enter into; and may, from time to time, make By-laws not contrary to law, nor to the letters patent of the Company, nor to this Act, to regulate the allotment of |