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 calls to be 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 shareholdersentitled 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. 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, quorura of 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 Provision in case of the death, resignation, removal or disqualification of case of failure any director, 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. 8. The board of directors shall have full power in all things Powers of to administer the affairs of the company, and to make or cause Board of Di to be made any purchase and any description of contract rectors which the company may by law make; to adopt a common seal; to make from time to time any and all by-laws (not con- To make Bytrary to law or to the votes of the company,) regulating the laws for cer calling in of instalments on stock and payment thereof, the tain purposesissue 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 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 next annual meeting of the company, unless confirmed at some general meeting of the company; and Proof of By- 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. laws. Provisional rectors. 9. Until the first election of such board the said B. PomeBoard of Di- roy, 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 the shall determine, and to do other acts necessary or proper to be done to organize the company and conduct its affairs. Places of business. Company not bound to see to trusts on shares. 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, 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. 11. The company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any shares; and the receipt of the person in whose 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 share, 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. Liability of 12. The shareholders of the company shall not, as such, be shareholders. held responsible for any act, default, or liability whatsoever of 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. Contracts, 13. All contracts, promissory notes, bills of exchange, and engagements made on behalf of the company by the directors, officers, agents, or servants of the company in accordance with their powers under the by-laws, or by vote of the company, shall shall be binding upon the company, and in no case need the ations. 14. The company shall not commence operations under this CommenceAct until at least ten per centum of the amount of their capital ment of oper stock shall have been paid in; provided always that unless Proviso: formining operations be commenced under this Act within five feiture for years from the passing thereof and continued bond fide, this non-user. 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. Public Act. CAP. CXV. An Act to amend the Acts incorporating the St. Lawrence Mining Company. W [Assented to 30th June, 1864.] HEREAS the St. Lawrence Mining Company have by Preamble. their petition represented that they are duly incorporated under the Act eighteenth Victoria, chapter fifty, and the Act amending the same, and are desirous of obtaining power to increase the capital stock of the said Company and to amend their Act of incorporation in other respects; 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. For and notwithstanding anything in the Act first above Increase of mentioned contained, the capital stock of the company may capital. from time to time be 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 the pro- Proviso. visions of the eighth section of the said Act shall apply to such increase in all other respects except the amount of the capital, which is hereby authorized to be extended as aforesaid. office. 2. After the passing of this Act, the corporation may change Company may and remove their office from the city of Quebec, and may remove its establish the same elsewhere in this Province if they see fit, and all the provisions of the twelfth section of the Act first above mentioned shall thereafter apply as fully to such office as to the present office at Quebec ; Provided always, that such Proviso. change 32 have more change shall be sanctioned by a majority of such of the shareholders as shall be present, in person or by proxy, at any meeting of the shareholders called to consider the same. Section 24 re3. The twenty-fourth section of the Act first above menpealed. tioned is hereby repealed, and instead thereof it is enacted, that Company may 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 by-laws. than one office. Company not bound by trusts on shares. Sect. 11 amended. Public Act. 4. The company shall not be bound to see to the execution of any trust, whether express, implied, or constructive, in respect of any shares; and the receipt of the person in whose 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 share, 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. 5. The words "removal out of the Province" in the eleventh section of the Act first above mentioned, are hereby repealed and the words "other disqualification" substituted therefor, and the said words shall be read and taken as forming part of the said section. 6. The Act shall be deemed a Public Act. CAP. CXVI. Preamble. An Act to incorporate the Belvidere Mining and W [Assented to 30th June, 1864.] HEREAS the persons hereinafter named have, by petition, represented, that they have in their possession certain real property in the township of Ascot, in the district of St. Francis, on which they have discovered a mine of Copper known as the Belvidere Mine, and have to a considerable extent developed and proved the same, that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of copper and other ores, in said township of Ascot and elsewhere in Lower Canada, and they can do so to better advantage with the aid of a Charter of Incorporation, and have prayed that a Charter of Incorporation for such purpose may be granted to them, and it is expedient that such prayer be granted Therefore, Her Majesty, by and with the advice and consent consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. E. Clark, John Johnston, E. H. Clark, E. T. Brooks and Certain perJohn Hallowell, together with all such other persons as shall sons incorpobecome shareholders in the Company hereby constituted, shall rated. be, and they are hereby made a body corporate and politic, by the name of The Belvidere Mining and Smelting Company. Name. 2. The Company may carry on the business of exploring Powers of for, mining, smelting, manufacturing and selling copper and Company. 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 exceeding two thousand acres in superficies, and construct Realproperty. 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 to be for its advantage, and acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing copper and other ores and metals; Provided, however, that the acqui- Royalty. sition 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 Capital Stock. five hundred thousand dollars, divided into shares of not less Shares. than five dollars each, and may be from time to time increased, Increase. 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 Proviso. be made until the whole amount of the original stock of the Company shall have been bona fide paid in. 4. The capital stock shall be paid by the subscribers therefor, Payment of when, where and as the Directors of the Company shall require, instalments or as the by-laws may provide, and if not paid at the day forfeiture of on shares, and required, interest at the rate of six per centum per annum shall shares for be payable after the said day upon the amount due and unpaid; non-payment. 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. |