shareholders. conduct in all particulars of the affairs of the company; and may from time to time repeal, amend or re-enact the same; By-laws to be but every such by-law, and every repeal, amendment, or confirmed by 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 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. Proof of bylaws. Agencies in and United States. 17. In addition to their ordinary place of business within Great Britain this 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 trust on shares. 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 persons 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 money paid upon such receipt. 19. The shareholders of the company shall not, as such, be Liability of 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 of the calls, if any, remaining unpaid on their shares in the stock thereof. Contracts, &c., Bills, Notes, &c., how to be made. 20. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, 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 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 Proviso as to shall be construed to authorize the company to issue any note Bank notes. of a character to be circulated as money or as the note of a bank. holders. 21. Any description of action may be prosecuted and Actions by or maintained between the company and any shareholder thereof; against shareand no shareholder, not being himself a party to such action, shall be incompetent as a witness therein. tions. non-user. 22. The company shall not commence their operations When to com-under this Act until at least ten per centum on the amount of mence operatheir capital stock has been paid in; provided always, that unless mining operations be commenced under this Act within Forfeiture for five years from the passing thereof, and be continued bonâ 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. CAP. CXXXVIII. An Act to incorporate the Nicolet Antimony Mining W [Assented to 30th June, 1864.] Public Act HEREAS C. W. Galloupe, S. D. Nickerson, S. L. French, Preamble. G. W. Simmons and Willis Russell, have, by petition, represented that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of antimony and other ores in the county of Wolfe, in the district of Arthabaska, in the Province of Canada, and that they can do so to better advantage by 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. John J. May, John Simmons, Wm. S. Easton, George Incorporation. W. Simmons, Reuben A. Richards, Willis Russell, Nathaniel Godard, Geo. G. Tappan, Alex. H. Rice, Chas. W. Galloupe, Samuel L. French, and Sereno D. Nickerson, 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 Nicolet Anti- Name. mony Mining Company. Business of ⚫ Company. 2. The Company may carry on the business of exploring for, mining, smelting, manufacturing and selling antimony 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 antimony 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. Rayalties. Proviso. Capital Stock. Shares. Increase. Proviso. Payment of instalments on shares, and forfeiture of shares for non-payment. Interest on calls in arrear. Assignment of shares ; calls to be first paid. Votes of 3. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into shares of 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 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. 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 nonpayment. 6. At all meetings of the company, every shareholder, not shareholders. being in arrear in respect of any instalment called for, shall be entitled entitled to as many votes as he holds shares in the stock of the 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, 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; but a failure to elect directors, Provision in or any failure of directors, shall not dissolve the corporation, case of failure 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 Dito 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 contrary To make Byto law or to the votes of the company) regulating the calling in laws for cerof instalments on stock and payment thereof, the issue and tain purposes. 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 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 prima facie evidence of such by-law. Provisional Places of business. Company not bound to see to trusts on shares. Liability of limited. 9. Until the first election of such board, the said John J. May, Wm. S. Easton, Reuben A. Richards, Samuel L. French, John Simmons and Willis Russell, shall be a provisional Board of Directors for the 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. 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. 12. The Shareholders of the Company shall not, as such, shareholders be 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 &c, need not engagements made on behalf of the Company by the directors, be under Seal. officers, agents or servants of the Company, in accordance with 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 no bank note, or note to circulate as money. Proviso. Commence ations. 14. The Company shall not commence operations under ment of oper- this Act, until at least ten per centum on the amount of their capital stock shall have been paid in; provided always, that unless mining operations be commenced under this Act within five years from the passing thereof, and continued bonâ Proviso. Forfeiture for non-user. |