to trusts on 17. The Company shall not be bound to see to the execu- Company not tion of any trust, whether express, implied or constructive, in bound to see respect of any share; and the receipt of the person in whose name stock. or names the same shall stand in the books of the Company, shall be a valid and binding discharge to the Company for any dividend or money 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 money paid upon such receipt. shareholders. 18. The shareholders of the Company shall not, as such, be Limited liaheld responsible for any act, default, or liability whatsoever of bility of the Company or the directors thereof, 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 shares in the Stock thereof. parties to con 19. Every contract, agreement or bargain made, and How Company every bill of exchange drawn, accepted or endorsed, and may become every promissory note and cheque made, drawn or en- tracts, notes, dorsed, on behalf of the Company, by any agent, officer or &c. servant of the Company, in accordance with the instructions of the board, shall be binding upon the Company, except as aforesaid; and in no case shall it be necessary to have the seal of the Company affixed to any such 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 Proviso. contained shall be construed to authorize the Company to issue any note of a character to be circulated as money or as the note of a bank. 20. The Company shall not commence operations under When Comthis Act, until at least ten per centum of the amount of their pany may capital stock shall have been paid in; Provided always, that commence unless mining operations be commenced under this Act within operations. five years from the passing thereof, this Act of incorporation Proviso: forshall be null and void saving only to the said Company the by non-user. power and right to part with any chattel, property or real estate which they may hold or have acquired, and to make such conveyances as may be necessary for that purpose. 21. This Act shall be deemed a Public Act. Public Act. 35 CAP. CAP. CXXVIII. Preamble. Incorporation. Corporate name. Business of An Act to incorporate the Escott Mining Company of W [Assented to 30th June, 1864.] HEREAS Frederick T. Bush, J. W. Wolcott, Thomas Cross, James Foley, and John C. Davie, have, by their petition, represented that they, with others associated with them, are desirous of prosecuting researches for mineral ores and locations favorable for mining in the county of Leeds and elsewhere in Upper Canada, and carrying on the business of mining on an extensive scale, and that they cannot do so to advantage without the aid of an Act of incorporation, and have prayed for the passing of an Act to that end, and it is expedient to grant such prayer: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. Frederick T. Bush, J. W. Wolcott, Thomas Cross, James Foley, and John C. Davie, together with all 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 "Escott Mining Company of Canada." 2. The company may engage in, and follow the business the Company. of carrying on explorations for, and of mining for, finding and getting copper, lead and other ores, metals and minerals within the county of Leeds, in Upper 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. Real estate limited. Royalty. Capital stock and shares. 3. The company may, by any legal title, acquire and hold any lands or mining rights necessary or requisite for the carrying on of such business, not exceeding two thousand acres in superficies, and construct and maintain such buildings, machinery and other improvements thereon, and they 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 percentage payable for the privilege of mining within the limits aforesaid. 4. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into twenty-five thousand shares of twenty dollars each, and may be increased as 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 accrue and fall due at the rate of six per centum per annum thereon if not upon the amount of every unpaid call from the day appointed paid. for payment of such call. 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, shall be received in all courts of law as primâ facie evidence to that effect. 7. If after such demand or notice as by by-law of the Forfeiture for company may be prescribed, any call made upon any share or non-payment. 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 Stock to be estate, and shall be assignable and transferable in such manner personal esonly and subject to all such conditions and restrictions as shall tate. be prescribed by the by-laws of the company. 9. No share shall be transferable until all previous calls Transfers. thereon have been fully paid in, or until declared forfeited for non-payment of calls thereon. Loans may be raised by the Company, 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 or 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 advisable; and such bonds, debentures or other securities may Mortgages for securing loans. Increase of capital provided for. Scale of votes. Proxies. Election of be made payable to bearer, or transferable by simple endorsement 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 thereby purporting to be made. 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 admission 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 meetings shall have ordained, or (in default of express decision 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 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 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 Board of not less than five nor more than seven directors, being Qualification. severally holders of at least fifty shares of stock, 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 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 disqualification 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. Quorum. Proxies. Case of failure to elect provided for. 14. If at any time an election of directors be not made or do not take effect at the proper time, the corporation hereby constituted 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. 15. Until the first election of such Board, Frederick T. Bush, Provisional Thomas Parsons, W. Tracy Eustis, S. T. Snow, James Foley, Directors. James M. Keith and S. Cushing, junior, shall be the provisional Board of Directors of the company, with power to fill Their powers. vacancies occurring therein, to 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 bylaw, 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 company shall be Proviso: nogiven in some newspaper printed in the county of Leeds, and tice of meetalso in the Canada Gazette, at least fifteen days before the ings. holding of such meeting. rectors; may 16. The Board of Directors of the company shall have full Powers of power in all things to administer the affairs of the company, Board of Diand may make or cause to be made any purchases and any make by-laws description of contract which the company may by law enter for certain into; and may, from time to time, make by-laws not contrary purposes. to law to regulate the making of calls on stock, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of 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 by-law, and the conduct in all By-laws to be particulars of the affairs of the company, and may, from time confirmed by to time, repeal or amend or re-enact the same; but every such by-law, and every repeal, 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 power until the next annual meeting of the company, and shall require to be confirmed thereat, and every copy of any Proof of Byby-law under seal of the company and purporting to be signed laws. 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. 17. In addition to their ordinary place of business within Agencies in this Province, the company may establish and have any place Great Britain or places of business in Great Britain or in the United States States. of and United |