other persons who shall become shareholders in the company hereby constituted, shall be and they are hereby constituted a body politic and corporate, by the name of the "Reid Hill Corporate Mining Company." name. 2. The Company may engage in and follow the business of Business of carrying on explorations for, and of mining for, finding and the Company. getting copper, lead and other ores, metals and minerals, within the county of Stanstead, in Lower Canada, and of smelting, manufacturing, dealing in, and disposing of such ores, metals and minerals, and may do all things necessary to such ends, consistently with the rights of other parties, and with the conditions of any title under which the company may hold the lands in or upon which such things are to be done. 3. The company may, by any legal title, acquire and hold Real estate any lands or mining rights necessary or requisite for the car- limited. rying on of such business, not exceeding two thousand acres in superficies and construct and maintain such buildings, machinery and other improvements thereon, and may sell and dispose of the same and acquire others in their stead as the company may deem for its advantage, and may acquire any royalty or Royalty. percentage payable for the privilege of mining within the limits aforesaid. 4. The capital stock of the company shall be the sum of Capital stock five hundred thousand dollars, divided into one hundred thou- and shares. sand shares of five dollars each, and may be increased as Increase. hereinafter is provided. 5. All calls of money upon the respective shareholders, in Calls on respect of such stock, shall be paid when, where, and as the shares. directors of the company shall from time to time require,— in conformity always with such rules as to notice or otherwise as the by-laws of the company may ordain; and interest shall Interest if not promptly accrue and fall due, at the rate of six per centum per annum, upon the amount of every unpaid call, from the day appointed for payment of such call. paid. forced. 6. The company may enforce payment of such calls and Payment of interest by action in any competent court of law, and in such calls, how enaction it shall not be necessary to set forth the special matters, but it shall be sufficient to declare that the defendant is a holder of at least one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of such calls and the amount of each, whereby an action hath accrued to the company under this Act, and a certificate under their seal, and purporting to be Proof in such signed by any officer of the company, to the effect that the cases. defendant is a shareholder and that such call or calls have been made, and that so much is due by him, and unpaid thereon, thereon, shall be received in all courts of law as primâ facie evidence to that effect. Forfeiture for 7. If, after such demand or notice as by by-law of the comnon-payment. pany may be prescribed, any call made upon any share or Stock to be personal estate. Transfers. Loans may be raised by the Company. shares be not paid within such time as by such by-law may be limited in that behalf, the directors in their discretion, by vote to that effect, reciting the facts and duly recorded in their minutes, may 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 by by-law or otherwise they shall ordain. 8. The stock of the company shall be deemed personal estate, and shall be assignable and transferable in such manner only and subject to all such conditions and restrictions as shall be prescribed by the by-laws of the company. 9. No share shall be transferable until all previous calls thereon have been fully paid in, or until declared forfeited for non-payment of calls thereon. 10. The company from time to time, after at least one half of their stock has been paid in and not sooner, may borrow in this Province or elsewhere any sums not exceeding in all one hundred thousand dollars, and may make the bonds, debentures and other securities they shall grant for such sums payable in sterling or currency, at such rate of interest, and in such place or places in this Province or elsewhere as they shall deem Mortgages for advisable; and such bonds, debentures or other securities may securing be made payable to bearer or transferable by simple endorselo ins. ment or otherwise, and may be in such form as to the directors of the company may seem fit; and for assuring payment of any such sums and interest the company may thereby mortgage their real estate or any part thereof, and in such case the enregistration, at the proper registry office, of such bond, debenture or other security, shall create the mortgage hereby purporting to be made. Increase of capital provided for. 11. If the said amount of stock be found insufficient, the company, by a vote of not less than two-thirds, at any general meeting called for that purpose, may, from time to time, increase the same, either by the adinission of new shareholders, or otherwise, to a total amount of not more than one million of dollars; and in such case, the new stock shall be paid in upon such conditions, at such times and places, and in such manner, as the company at such meeting shall have ordained, or (in default of express provision to that end), then upon such conditions, at such times and places, and in such manner as the directors thereafter, by by-law or otherwise, shall ordain; and such new stock shall be in all respects part of the capital stock of the Company. 12. At all meetings of the company, every shareholder not Scale of votes. being in arrear in respect to any call, 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 vote, and all votes may be given in person or by proxy; provided Proxies. always, the proxy be held by a shareholder not in arrear, and be in conformity with such requirements as the by-laws of the company may prescribe, and not otherwise. 13. The affairs of the company shall be administered by a Election of board of not less than five and not more than seven directors, Directors. being severally holders of at least fifty shares of stock, who Qualification. 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 Quorum. in person or by proxy, until otherwise provided by some by-law, shall be a quorum thereof; and such directors may vote by proxy; and in case of the death, resignation, removal or dis- Vacancies. qualification of 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. 14. If at any time an election of directors be not made or Case of failure do not take effect at the proper time, the corporation hereby to elect proconstituted shall not be held to be thereby dissolved; but such vided for. election may take place at any general meeting of the company duly called for that purpose. 15. Until the first election of such board, W. J. Roach, John Provisional C. Hoadley, James Foley, J. W. Wolcott, W. Heywood and Directors. C. S. Randall, shall be the provisional board of directors of the company, with power to fill vacancies occurring therein, to Their powers. open stock-books, to assign stock, to make calls thereon, collect instalments, and grant certificates and receipts therefor, to make provisional by-laws on any matters admitting of regulation under this Act by by-law, such provisional by-laws to have force until the first general meeting of the company, to convene such meeting, and to do all other acts required to be done in order to the organization of the company, and the conduct of its affairs; Provided, that notice of all meetings of the Proviso: nocompany shall be given in some newspaper printed in the tice of meetcounty of Stanstead, and also in the Canada Gazette, at least ings. fifteen days before the holding of such meeting. 16. The board of directors of the company shall have full power Powers of in all things to administer the affairs of the company, and may Board of Dimake, or cause to be made, any purchases and any description of rectors; may make by-laws contract which the company may by law enter into; and may for certain from time to time make by-laws not contrary to law, to regu- purposes. late the making of calls on stock, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for 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 at which and the place where the annual and other meetings of the company shall be held; the calling of meetings, general and special, of the board of directors and of the company; the quorum, the requirements as to proxies, and 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 bylaw, and the conduct in all other particulars of the affairs of the company, and may from time to time repeal, amend, or reBy-laws to be enact the same; but every such by-law, and every repeal, confirmed by amendment, or re-enactment thereof, unless in the meantime confirmed at a special general meeting of the company, called for the purpose, shall only have force until the next annual meeting of the company, and shall require to be confirmed Proof of By- thercat; and every copy of any by-law under the seal of the company, and purporting to be signed by the secretary or president of the company, shall be received as prima facie evidence of such by-law, in all courts of law. shareholders. laws and United States. Agencies in 17. In addition to their ordinary place of business within this Great Britain Province, the company may establish and have any place or places of business in Great Britain or in the United States of America; and may, at any thereof, open books of subscription for their stock, and may receive their subscriptions for such stock transferable there respectively; and may make all instalments thereon to be called in, and all dividends thereon to be declared payable there respectively, and at any of such places of business they may order, direct, do and transact their affairs and business, or any thereof, in such manner as may be prescribed by the by-laws. Company not bound to see to trusts on shares. Liability of limited. 18. 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 valid and binding discharge to the company for any dividend or moneys payable in respect of such shares, and 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. 19. The shareholders of the company shall not, as such, shareholders be held responsible for any act, default or liability whatsoever by 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 of the calls, if any, remaining unpaid on their shares in the stock thereof. &c., how to be made. 20. Every contract, agreement, engagement or bargain Contracts, &c., made, and every bill of exchange drawn, accepted or en- Bills, Notes, dorsed, and every promissory note and cheque made, drawn, or endorsed, on behalf of the company, by any agent, officer, or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company, and in no case shall it be necessary to have the seal of the company affixed to any contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted, or endorsed, as the case may be, in pursuance of any by-law or special vote or order; nor shall the party so acting as agent, officer, or servant of the company, be thereby subjected individually to any liability whatsoever to any third party therefor; Provided always, that nothing in this Act contained shall be Proviso: as to construed to authorize the company to issue any note of a cha- Bank notes, racter to be circulated as money or as the note of a bank. 21. Any description of action may be prosecuted and main- Actions by or tained between the company and any shareholder thereof; and against shareno shareholder, not being himself a party to such action, shall holders. be incompetent as a witness therein. non-user. 22. The company shall not commence operations under this When to comAct until at least ten per centum of the amount of their capital mence operastock shall have been paid in; provided always, that unless tious. mining operations be commenced under this Act within five Forfeiture for years from the passing thereof and be continued bona fide, this Act of incorporation shall be null and void, saving only to the company the power and right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose. 23. This Act shall be deemed a Public Act. Tublic Act.. CAP. CXXVI. An Act further to amend the Charter of the South- W [Assented to 30th June, 1864.] HEREAS the South-Eastern Mining Company of Cana- Preamble.. da, by the Board of Directors thereof, have prayed for further amendment of their charter in the particulars hereinafter set forth; and it is expedient to grant their prayer: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. The South-Eastern Mining Company of Canada shall The shares have power, at a general meeting of the company to be called may be con specially |