organization of the company, and the conduct of its affairs; Proviso no Provided always that notice of all meetings of the company shall tice of meet ings. Powers of laws for cer tain purposes. be given in some newspaper published in the district of St. Francis, and also in the Canada Gazette, at least fifteen days before the holding of such meeting. 15. The board of directors of the company shall have full power in all things to administer the affairs of the company, and may make or cause to be made any description of contract To make by which the company may by-law enter into; and may from time to time make by-laws not contrary 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 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 of shareholders, 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 other particulars of the affairs of the company; and may from time to time repeal, 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 force until the next annual meeting of the company, and shall require to be confirmed thereat; 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. By-laws must be confirmed by stockhold ers. Proof of bylaws. Places of bu 16. In addition to their ordinary place of business within siness in this this Province, the company may establish, and have any place province and elsewhere, 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 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 stock. 17. 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 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 the money paid upon such receipt, limited. 18. The shareholders of the company shall not, as such, be Liability of held responsible for any act, default, or liability whatsoever by 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 of the calls, if any, remaining unpaid on their shares in the stock thereof. to contracts, 19. Every contract, agreement, engagement or bargain How Commade, and every bill of exchange drawn, accepted or endorsed, pany may beand every promissory note and cheque made, drawn, or endor- come parties sed, on behalf of the company, by any agent, officer, or notes, &c. 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 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. ness. : 20. The company shall not commence operations under this When to comAct until at least ten per centum of the amount of their capital mence busistock shall have been paid in; provided always, that unless Proviso formining operations be commenced under this Act within five years feiture of Act from the passing thereof, and be continued bona fide, this Act for non-user. of incorporation shall be null and void, saving only to the said 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. 21. This Act shall be deemed a Public Act. Public Act. CAP. CAP. CXXXVI. Preamble. Certain percons incorporated. Name. Business of An Act to incorporate "The Canada Copper Company." [Assented to 30th June, 1864.] W HEREAS Philip H. Stevens hath, by his petition, represented that he, with others associated with him, are desirous of engaging in the business of exploring for, mining, manufacturing and disposing of copper and other ores, in the county of Brome, in the Province of Canada, and that they can do so to better advantage by the aid of a Charter of Incorporation, and hath prayed for the passing of an Act to that end; And whereas 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. Philip H. Stevens, William A. Shepard, John Leighton, George B. Satterlee and Augustus W. Greenleaf, together with all other persons who shall become shareholders in the Company hereby constituted, shall be and they are hereby constituted a body corporate and politic, by the name of The Canada Copper Company. 2. The Company may carry on the business of exploring for, the Company. mining and smelting copper and other ores, and metals and minerals, in the said county of Brome, and of manufacturing, dealing in and disposing of such ores, metals and minerals, and may do all things necessary or convenient thereto not inconsistent with the rights of other parties. 3. The Company may by any legal title, acquire and hold any lands or mining rights, necessary and 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 for the privilege of mining or smelting copper, or other ores or metals, within the said county. 4. The capital stock of the Company shall be the sum of five hundred thousand dollars, divided into one hundred thousand shares of five dollars each, and may be from time to time increased, as the wants of the Company require, by vote of not less than two-thirds of the shareholders, at a meeting of the Company called for the purpose, to an amount not exceeding one million of dollars in the whole; such stock to be paid for and issued as herein provided for the original stock. 5. The capital stock shall be paid by the subscribers therefor, when, where, and as the Directors of the Company shall require, or terest to be or as the by-laws may provide, and if not paid at the day re- If not paid quired, interest at the rate of six per centum per annum shall promptly inbe payable after the said day upon the amount due and unpaid, charged. 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 may prescribe, and within the time limited by such notice, the Directors may, by vote, reciting the facts, 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. 6. The Company may enforce payment of such calls and How payment interest by action in any competent court of law, and in such of subscribed stock may be action it shall not be necessary to set forth the special matter, enforced. but it shall be sufficient to declare that the defendant is the holder of 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 signed by any officer of the Company, to the effect that the 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. The stock of the Company shall be deemed personal estate, Stock to be and be assignable in such manner only, and subject to such personal proconditions and restrictions as are by the by-laws prescribed; how assignperty and but no share shall be assignable, except to the Company, until able. all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 8. The Company, from time to time, after at least one-half When half of their stock has been paid in and not sooner, may borrow, in the stock is this Province or elsewhere, any sums not exceeding in all one Company may paid up the hundred thousand dollars, and may make the bonds, debentures, borrow $100,and other securities they shall grant for such sums, payable in 000 on bonds. sterling or currency, at such rate of interest, and at such place or places in this Province or elsewhere, as they shall deem advisable; and such bonds, debentures or other securities may be made payable to bearer, or transferable by simple endorsement or otherwise, and may be in such from as to the Directors of the Company may seem fit; and for assuring payment of And grant any such sums and interest, the Company may thereby hypo- hypothec. thecate their real estate or any part thereof, and in such case the enregistration in the proper registry office of such bond, debenture or other security, if not passed before notaries, shall create the hypotheque thereby purporting to be declared. Meetings and manner of voting there at. Board of Di rectors, how elected, and 9. At all meetings of the Company, every shareholder not 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 vote and all votes may be given in person or by proxy ; Provided, always, the proxy is held by a shareholder, and is in conformity with the by-laws. 10. The affairs of the Company shall be administered by a Board of not less than five and not more than seven qualification Directors, being severally holders of at least one hundred of a Director. 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 such Directors, unless otherwise provided by the by-laws, may vote by proxy, and a majority of such Board, present in person or by proxy, until otherwise provided by the by-laws, shall be a quorum thereof, 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; a failure to elect Directors shall not dissolve the said Corporation; but all proper acts of the said Directors shall be valid and binding as against the Company, until their successors shall be elected; and an election may be had at any general meeting of the Company called for the purpose as prescribed by the by-laws. How a vacaney may be filled. Powers of the board. laws for cer 11. 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 contract not contrary to law; to adopt a common seal, and to alter the same To make by at pleasure; from time to time to make any and all by-laws, not contrary to law, regulating the issue and registration of tain purposes. certificates of stock, the calling in of instalments on stock and the payment thereof,-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; 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 Copies of by- 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 laws to be the |