CHAP. 92. An Act to incorporate the Maritime Milling Company, WHE Limited. [Assented to 29th June, 1897.] WHEREAS a petition has been presented praying for the Preamble. incorporation of a company for the purposes and with the powers hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. James Wentworth, of Truro, in the county of Colchester, Incorporaprovince of Nova Scotia, William Christie, of Moncton, in the tion. county of Westmoreland, province of New Brunswick, T. Perley Putman, of Onslow, in the county of Colchester, province of Nova Scotia, J. Leslie Jennison, Joseph Howard and Hedley V. Jennison, all of New Glasgow, in the county of Pictou, province of Nova Scotia, together with such persons as become shareholders in the company hereby incorporated, are hereby constituted a body corporate under the name of "The Corporate Maritime Milling Company, Limited," hereinafter called "the name. Company." 2. The head office of the Company shall be in New Glasgow, Head office. in the county of Pictou, province of Nova Scotia, or such other place in Canada as the directors of the Company by bylaw determine. 3. The capital stock of the Company shall be two hundred Capital stock. and fifty thousand dollars divided into shares of ten dollars each. 4. The persons named in the first section of this Act shall Provisional be the first or provisional directors of the Company, four of directors. whom shall form a quorum. Power of Trade in grain, Manufacture 5. The objects and powers of the Company shall be(a.) to purchase, sell and trade in wheat, oats, barley, hay, corn and all other cercals and materials used in the milling and manufacturing of all kinds of flour, meal and feed for horses and cattle; (b.) to carry on the business of manufacturing all kinds of flour and feed, flour and meal and also of manufacturing all kinds of feed for horses and cattle; Trade in flour and feed, Acquire and alienate pro perty, Construct buildings, etc., Erect machinery, Acquire vessels, Sell to other companies. Acquire other businesses and property. Annual meeting. Meetings of provisional directors. General meeting. (c) to purchase, sell and trade in all kinds of flour and meal; also to purchase, sell and trade in feed of all kinds for horses and cattle, and all kinds of merchandise necessary or incidental to the business of the Company; (d.) to purchase, acquire, hold, grant, mortgage, sell, let and convey real estate, wharfs, or wharf property, which may be necessary for the carrying on of the business of the Company; (e.) to purchase, sell, lease, hire, acquire, build, construct, alter or maintain any buildings, mills, elevators, and wharfs and railway sidings which may be necessary for the carrying on of the business of the Company; (f.) to erect such works, buildings and machinery as from time to time may be deemed expedient and necessary for the successful carrying on of the work and business of the Company; (g.) to build, acquire, own, charter or lease, navigate and use steam-boats, sailing-vessels, barges and other vessels and boats for the purposes of the Company; (h.) to sell or otherwise dispose of the undertaking, or any part thereof, for such consideration as the Company shall see fit, and in particular for shares, debentures, stock or securities of any other company having objects altogether the same or in part the same or similar to those of this Company; (i) to purchase or otherwise acquire any business within the objects of the Company, and any lands, property, franchises, privileges, rights, contracts and liabilities appertaining to the same. 6. The annual meeting of the shareholders of the Company shall be held on the first Tuesday of May in each year, or upon such other day in each year as the directors of the Company from time to time by by-law determine. 7. Until otherwise ordered by by-law or resolution of the first or provisional directors of the Company, any three of them may call meetings of the first or provisional directors to be held at New Glasgow aforesaid at such times as they determine; provided that notice in writing of the date and place of holding any such meeting shall be mailed by registered letter to the address of each of the other first or provisional directors not less than ten days previous to the date of such meeting. 8. The first general meeting of the Company shall be held at New Glasgow aforesaid at such time as the first or provi sional directors or any four of them determine, and notice of such meeting shall be given by mailing, at least ten days before the holding of such meeting, a written notice of such time and place, postage prepaid, to the address of each of the shareholders of the Company, and at this or any subsequent meeting the Company may be organized by the election of not less than five nor more than seven directors and of other necessary officers. of business of 9. The directors, when authorized by the votes of the Acquirement holders of at least two-thirds in value of the stock of the New Glasgow Company, present or represented by proxy at a meeting of Co. shareholders duly called for the purpose, may purchase, lease or otherwise acquire and take over in whole or in part upon such terms as may be agreed upon with the other company hereinafter mentioned, the business, franchises, undertaking, property, rights, powers, privileges and assets or any of them of the "New Glasgow Milling Company, Limited," hereinafter called the New Glasgow Company, and may thereafter hold, exercise and enjoy the business, franchises, undertaking, property, rights, powers, privileges and assets of the New Glasgow Company and may pay the consideration therefor either wholly or partly in cash or wholly or partly in capital stock of the Company paid up and whether subscribed for or not, or wholly or partly in debentures or bonds of the Company or otherwise as may be agreed upon; or may amalgamate with the said the New Glasgow Company upon such terms as may be agreed upon; and in the event of such purchase, lease or other mode of acquirement or amalgamation being entered into may also undertake, assume, pay or guarantee all or any of the obligations, liabilities, contracts and engagements of the New Glasgow Company, or affecting the assets and property of the New Glasgow Company. to New Glas gow Co. 10. The directors of the Company may make and issue, as Issue of stock paid-up and unassessable stock, shares of the capital stock of the Company, whether subscribed for or not, and whether paid-up or not, in payment for the business, franchises, undertaking, property, rights, powers, privileges and assets of the said the New Glasgow Company acquired under this Act, and may allot and hand over to the said the New Glasgow Company or to its shareholders such shares as may be agreed upon and such issue and allotment of stock shall be binding on the Company, and such stock shall not be assessable for calls. nor shall the holders thereof be in any way liable thereon. borrow money 11. The directors may from time to time for the purposes Directors may of the Company, when authorized by a by-law for that purpose and issue depassed and approved of by the votes of the holders of at least bentures. two-thirds in value of the stock of the Company qualified to vote and present or represented by proxy at a special general meeting called for considering such by-law, borrow such Directors may borrow money and pledge Company therefor. Company property of other com panies. sum or sums of money not exceeding in amount fifty per cent of the then paid-up capital stock of the Company as the shareholders deem necessary, and may issue bonds or debentures therefor in sums not less than one hundred dollars each at such rates of interest and payable at such times and places and secured in such manner by mortgage or otherwise upon the whole or any portion or portions of the property of the Company as are prescribed in such by-law or decided upon by the directors under the authority thereof. 12. The directors of the Company may in addition to the powers conferred by the next preceding section of this Act from time to time at their discretion borrow money for the purposes of the Company and secure the repayment of any of the moneys so borrowed or any other moneys owing by the Company in such manner and upon such terms and conditions as they see fit and in particular by the mortgage, pledge, hypothecation or charge of or on all or any of the assets and property of the Company, and should the directors or any of them or any shareholder become personally liable at any time for moneys so borrowed, the Company shall be liable to pay to the directors or any of them, or any shareholder any moneys so borrowed that they or any of them may be called upon to pay by reason of said personal liability: Provided that the amount so borrowed shall not at any time be greater than twenty-five per cent of the paid-up stock of the Company; but the limitation made by this section shall not apply to commercial paper discounted by the Company or to money borrowed or advances made on warehouse receipts or bills of lading or to the borrowing powers conferred by the next preceding section of this Act. 13. In payment of stock subscribed for, or any call thereon, may acquire the Company may receive any property, franchises, rights, privileges or stock in any other company, at such valuation and on such conditions as the owners or holders thereof and the directors of the Company may agree upon, and such payment shall be equivalent to and have the effect of payment in cash. Issue of paidup stock. Company may receive Government or 14. The directors of the Company may issue paid-up stock in payment of any claim against the Company or for property, franchises, patents or privileges granted to or purchased by the Company or in payment for any machinery or plant purchased by the Company or in payment of any work done by contract or otherwise for the Company and such issue of stock shall be binding on the Company and shall not be assessable for calls nor shall the holder thereof be in any way liable thereon. 15. The Company may receive from any government or from any person, city, town, municipality or unincorporated municipal aid. town or village having power to make or grant the same, in aid of the construction, equipment and maintenance of the mills, of elevators and undertakings of the Company, grants of land, exemption from taxation, loans, gifts of money, guarantees and other securities for money and may hold and dispose of the same. saved. 16. Nothing herein contained shall in any way alter or Rights of New abridge the rights heretofore acquired by the New Glasgow Glasgow Co. Company, nor shall anything in this Act discharge the said company from any liabilities or affect or impair the rights of its creditors. 17. Sections eighteen and thirty-nine of The Companies R.S.C., c. 118. Clauses Act shall not apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. |