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Public Act,

said Company the right to part with any real estate which they may hold, and to make such conveyances as may be necessary for that purpose.

15. This Act shall be deemed a Public Act.

CAP. CXIII.

Preamble.

Incorporation.

Name.

Business of
Company.

An Act to incorporate the Magog Gold Mining Company.

W

[Assented to 30th June, 1864.]

HEREAS the persons hereinafter named have by petition represented, that they are desirous of associating themselves together for the purpose of carrying on mining operations in the District of St. Francis, in the Province of Canada, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for an Act to that end; and whereas it is expedient that such prayer be granted: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows:

1. B. Pomeroy, Ozro Morrill, Chas. C. Colby, Albert P. Ball and Albert Knight, together with all such other persons as shall become shareholders in the company hereby constituted, shall be and they are hereby made a body corporate and politic, by the name of "The Magog Gold Mining Company."

2. The company may carry on the business of exploring for, mining, smelting, manufacturing, and selling gold, copper, and other ores and metals, and for these purposes may acquire and hold by purchase, lease, or other legal title, such lands and mining rights in lands in the district aforesaid, not at any time Beal property. exceeding two thousand acres in superficies, and construct and

Proviso.

Capital Stock.
Shares.
Increase.

maintain such buildings and machinery and other improvements thereon, and sell and dispose of the same, and acquire others in their stead, as the company may deem to be for its advantage, and acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing gold, copper and other ores and metals; provided, however, that the acquisition of such royalty or percentage shall not entitle the company to carry on any mining operations beyond the limits of the said district; but such company may carry on smelting and manufacturing operations elsewhere in the said Province than in the said district.

3. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into shares of two dollars and fifty cents each; and which said capital stock may be from time to time increased, as the wants of the company

require,

require, by vote of the stockholders, at a meeting of the com-
pany called for the purpose, to an amount not exceeding one
million of dollars in the whole; provided always, that no such Proviso.
increase of stock shall be made until the whole amount of the
original stock of the company shall have been bona fide paid in.

forfeiture of

4. The capital stock shall be paid by the subscribers there- Payment of for when, where, and as the directors of the company shall instalments require, or as the by-laws may provide, and if not paid at the on shares, and day required, interest at the rate of six per centum per annum shares for shall be payable after the said day upon the amount due and non-payment. unpaid; and in case any instalment or instalments shall not be paid as required by the directors, with the interest thereon, after such demand or notice as the by-laws prescribe, and within the time limited by such notice, the directors may, by vote reciting the fact and duly recorded in their records, summarily forfeit any shares whereon such payment is not made, and the same shall thereupon become the property of the company, and may be disposed of as the by-laws or votes of the company may provide.

calls to be

5. The stock of the company shall be deemed personal Assignment estate, and be assignable in such manner only, and subject to of shares; such conditions and restrictions, as the by-laws prescribe; but first paid. no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment.

6. At all meetings of the company every shareholder, not Votes of being in arrear in respect of any instalment called for, shall be shareholders. entitled to as many votes as he holds shares in the stock of the company, and no shareholder being in arrear shall be entitled to vote; and all votes may be given in person or by proxy; provided always, the proxy is held by a shareholder not in Proviso. arrear, and is in conformity with the by-laws.

quorum of

7. The affairs of the company shall be administered by a Qualification, board of not less than five and not more than seven directors, election and being severally holders of at least one hundred shares of stock, Directors. who shall be elected at the first general meeting, and thereafter at each annual meeting of the company, to hold office until their successors are elected, and who (if otherwise qualified) may always be re-elected, and four members of such board, present in person, shall be a quorum thereof; and in case of Provision in the death, resignation, removal, or disqualification of any direc- case of failure tor, such board, if they see fit, may fill the vacancy, until the next annual meeting of the company, by appointing any qualified shareholder thereto; but a failure to elect directors, or any failure of directors, shall not dissolve the corporation, and an election may be had at any general meeting of the company called for the purpose; provided that voting by proxy shall not be allowed at any meeting of the board of directors.

to elect.

Powers of

Board of Directors.

To make Bylaws for certain purposes.

Proof of Bylaws.

Provisional Board of Directors.

Places of business.

8. The Board of Directors shall have full power in all things to administer the affairs of the company, and to make or cause to be made any purchase and any description of contract which the company may by law make; to adopt a common seal; to make from time to time any and all by-laws (not contrary to law or to the votes of the company), regulating the calling in of instalments on stock, and payment thereof; the issue and registration of certificates of stock; the forfeiture of stock for non-payment; the disposal of forfeited stock and the proceeds thereof; the transfer of stock; the declaration and payment of dividends; the appointment, functions, duties, and removal of all agents, officers, and servants of the company; the security to be given by them to the company; their remuneration, and that (if any) of the directors; the time and place for holding the annual and other meetings of the company within the Province or elsewhere; the calling of meetings of the company and of the board of directors; the quorum; the requirements as to proxies; the procedure in all things at such meetings; the site of their chief place of business, and of any other offices which they may require to have; the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the company; but every such by-law, and every repeal, amendment, and re-enactment thereof, shall have force only until the the next annual meeting of the company, unless confirmed at some general meeting of the company; and every, copy of any by-law, under the seal of the company, and purporting to be signed by any officer of the company, shall be received in all courts of law as prima facie evidence of such by-law.

9. Until the first election of such board, the said B. Pomeroy, Ozro Morrill, Chas. C. Colby, Albert P. Ball and Albert Knight, shall be a provisional board of directors for said company, with full power to fill vacancies, to open stock-books, assign stock, make calls for and collect instalments, issue certificates and receipts, convene the first general meeting of the company, at such time and place within this Province, or elsewhere, as they shall determine, and to do other acts necessary or proper to be done to organize the company and conduct its affairs.

10. In addition to their ordinary place of business within this Province, the company may establish and have any place or places of business in this Province, in Great Britain or in the United States of America, and may at any one thereof order, direct, do and transact their affairs and business, or any thereof, in such manner as may be prescribed by their bylaws.

Company not 11. The company shall not be bound to see to the execubound to see tion of any trust, whether express, implied or constructive, in respect of any shares, and the receipt of the person in whose

to trusts on

shares.

name

name the same shall stand in the books of the company, shall be a discharge to the company for any dividend or money payable in respect of such shares, whether or not notice of such trust shall have been given to the company; and the company shall not be bound to see to the application of the money paid upon such receipt.

12. The shareholders of the company shall not, as such, be Liability of held reponsible for any act, default, or liability whatsoever of shareholders. the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing, whatsoever, relating to or connected with the company, beyond the amount unpaid upon their shares in the stock thereof.

13. All contracts, promissory notes, bills of exchange and Contracts, engagements made on behalf of the company by the directors, &c., need not officers, agents, or servants of the company, in accordance with be under Seal. their powers under the by-laws or by vote of the company, shall be binding upon the company, and in no case need the seal of the said company be affixed thereto, nor shall such directors, officers, agents or servants thereby become individually liable to any third party therefor; but the said company shall Proviso. issue no bank note or note to circulate as money.

feiture for non-user.

14. The company shall not commence operations under this CommenceAct until at least ten per centum of the amount of their capital ment of operstock shall have been paid in; provided always, that unless ations. mining operations be commenced under this Act, within five Proviso: foryears from the passing thereof, and continued bond fide, this Act of incorporation shall be null and void, saving only to the said company the right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose.

15. This Act shall be deemed a Public Act.

CAP. CXIV.

An Act to incorporate the Bunker Hill Gold Mining
Company.

W

[Assented to 30th June, 1864.]

Public Act.

HEREAS the persons hereinafter named have, by peti- Preamble. tion, represented that they are desirous of associating themselves together for the purpose of carrying on mining operations in the District of St. Francis, in the Province of Canada, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for an Act to that end; and whereas it is expedient that such prayer be granted: Therefore, Her Majesty, by and with the advice and

consent

Incorporation.

Name.

Business of
Company.

consent of the Legislative Council and Assembly of Canada, enacts as follows:

1. B. Pomeroy, Ozio Morrill, Chas. C. Colby, Albert P. Ball, and Albert Knight, together with all such other persons as shall become shareholders in the company hereby constituted, shall be, and they are hereby made a body corporate and politic, by the name of "The Bunker Hill Gold Mining Company.'

2. The company may carry on the business of exploring for, mining, smelting, manufacturing and selling gold, copper and other ores and metals, and for these purposes may acquire and hold by purchase, lease or other legal title, such lands and mining rights in lands in the district aforesaid not at any time Real property. exceeding two thousand acres, in superficies, and construct. and maintain such buildings and machinery, and other improvements thereon, and sell and dispose of the same and acquire others in their stead, as the company may deem for its advantage, and acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing gold, copper, and other ores and metals; provided however that the acquisition of such royalty or percentage shall not entitle the company to carry on any mining operations beyond the limits of the said district; but such company may carry on smelting and manufacturing operations elsewhere in the said Province than in the said district.

Proviso.

Capital Stock.

Shares.
Increase.

Proviso.

Payment of instalments

shares for

non-payment

3. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into shares of two dollars and fifty cents each; and which said capital stock may be from time to time increased, as the wants of the company require, by vote of the stockholders, at a meeting of the company called for the purpose, to an amount not exceeding one million dollars in the whole; provided always that no such increase of stock shall be made until the whole amount of the original stock of the company shall have been bonâ fide paid in.

4. The capital stock shall be paid by the subscribers therefor on shares, and when, where, and as the directors of the company shall forfeiture of require, or as the by-laws may provide, and if not paid at the day required, interest at the rate of six per centum per annum shall be payable after the said day upon the amount due and unpaid; and in case any instalment or instalments shall not be paid as required by the directors, with the interest thereon, after such demand or notice as the by-laws prescribe, and within the time limited by such notice, the directors may, by vote, reciting the fact and duly recorded in their records, summarily forfeit any shares where on such payment is not made, and the same shall thereupon become the property of the company, and may be disposed of as the by-laws or votes of the company may provide.

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