Incorporation. Name. Business of Company. 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. Albert Knight, William S. Hunter, William S. Easton, S. D. Nickerson and S. L. French, 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 Alliance Mining and Smelting Company." 2. The company may carry on the business of exploring for, mining, smelting, manufacturing, and selling 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 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 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. Increase. Proviso. Payment of instalments on shares, and 3. The capital stock of the company shall be the sum of two hundred and fifty thousand dollars, divided into such a number of shares not exceeding twenty-five dollars and not less than five dollars each, as the directors shall determine; 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 bona fide paid in. 4. The capital stock shall be paid by the subscribers therefor, 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 mon-payment. shall be payable after the said day upon the amount due and shares for 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 share whereon such payment is not made, and 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. 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 arrears in respect of any instalment called for, shall shareholders. be 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 Proviso. not in 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; to elect. and in case of the death, resignation, removal, or disqua- Provision in lification of any director, such board, if they see fit, may case of failure 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. 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 Dito be made any purchase and any description of contract which rectors. the company may by law make, to adopt a common seal, to To make Bymake from time to time any and all by-laws, (not contrary to laws for cerlaw or to the votes of the company,) regulating the calling in tain purposes. 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, Proof of By- Provisional rectors. 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 procedures 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 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 primâ facie evidence of such by-law. 9. Until the first election of such board, the said Albert Board of Di- Knight, Wm. S. Hunter, Wm. S. Easton, S. D. Nickerson and Samuel L. French, 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. 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, 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. 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. 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 company be affixed thereto, nor shall such directors,. officers, agents or servants thereby become individually liable to any third party therefor; but the company shall issue Proviso. no Bank Note, or Note to circulate as money. Commence feiture for non-user. 14. The company shall not commence operations under this Act, until at least ten per centum on the amount of their ment of opercapital stock shall have been paid in; Provided, always, that ations. unless mining operations be commenced under this Act within Proviso: forfive years from the passing thereof, and continued bonâ 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 may be necessary for that purpose. 15. This Act shall be deemed a Public Act. CAP. CXX. An Act to incorporate the Sherbrooke Mining and W [Assented to 30th June, 1864.] Public Act HEREAS the persons hereinafter named have by petition Preamble. 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 Sherbrooke Mine," and have to a considerable extent developed and improved the same; that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of copper and other ores in the said township of Ascot and elsewhere in Lower Canada, and they can better do so with 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. 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 Sherbrooke Mining and Smelting Com- Name. pany." 2. The company may carry on the business of exploring for, Business of mining, smelting, manufacturing, and selling copper and other Company. Real property. 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 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 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. Royalty. Capital Stock. Proviso. Payment of instalments on shares, and forfeiture of shares for 3. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into shares of not less than five dollars each, and 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 bona fide paid in. 4. The capital stock shall be paid by the subscribers therefor when, where, and as the directors of the company shall 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 non-payment. 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 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. Assignment of shares; calls to be first paid. Votes of 5. The stock of the company shall be deemed personal estate, and be assignable in such manner only, and subject to such conditions and restrictions, as the by-laws prescribe; but 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 shareholders. being in arrear in respect of any instalment called for, shall be 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 |