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: Incorporation. 1. Ozro Morrill, B. Pomeroy, Chas. C. Colby, Albert P. Ball and Albert Knight, 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 Ophir Gold Mining Company." Name. 2. The company may carry on the business of exploring for, Business of mining, smelting, manufacturing and selling gold, copper, and Company. 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 exceeding two thousand acres, in superficies, and construct Real property. 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 gold, copper, and other ores and metals; provided, however, that Proviso. 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. 3. The capital stock of the company shall be the sum of Capital Stock one million dollars, divided into shares of five dollars each; and shares. and which said capital stock may be from time to time in- Increase. creased, 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 two million dollars in the whole; Provided always, that no such increase of stock shall Proviso. be made until the whole amount of the original stock of the company shall have been bona fide paid in. forfeiture of 4. The capital stock shall be paid by the subscribers there- Payment of for, when, where and as the Directors of the Company shall instalments require, or as the by-laws may provide; and if not paid at the on shares, and day required, interest at the rate of six per centum per annum shares for shall be payable after the said day upon the amount due and non-payment. 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. Assignment of shares : calls to be first paid. Votes of 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 non-payment. 6. At all meetings of the company, every shareholder, not shareholders. 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 not in arrear, and is in conformity with the by-laws. Proviso. Qualification, quorum of Directors. Provision in case of failure] to elect. 7. The affairs of the company shall be administered by a election, and board of not less than five and not more than seven directors, being severally holders of at least one hundred 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, 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, or any failure of directors, shall not dissolve the corporation, 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. Proviso. Powers of rectors. To make By laws for cer tain purposes S. The Board of Directors shall have full power in all things Board of Di- to administer the affairs of the company, and to make or cause to be made any purchase and any description of contract 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 law or to the votes of the company) regulating the calling in of instalments on stock and 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 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 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 Proof of Byby-law, under the seal of he company, and purporting to be laws. signed by any officer of the company, shall be received in all courts of law as primú facie evidence of such by-law. 9. Until the first election of such board, the said Ozro Provisional Morrill, B. Pomeroy, Chas. C. Colby, Albert P. Ball, and Board of DiAlbert Knight, shall be a provisional Board of Directors for the rectors. said Company, with full power to fill vacancies, to open stock Powers. 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 Places of buthis province, the Company may establish and have any place siness. 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. shares. 11. 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 shares; and the receipt of the person in whose to trusts on 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. limited. 12. The Shareholders of the Company shall not, as such, be Libility of held responsible for any act, default or liability whatsoever, of 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 unpaid upon their shares in the stock thereof. 13. All contracts, promissory notes, bills of exchange, and Contracts, engagements made on behalf of the Company by the Directors, &c., need not officers, agents or servants of the Company, in accordance with be under Seal. 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 Proviso. Commence ment of oper ations. Proviso: forfeiture for non-user. Public Act. to any third party therefor; but the Company shall issue no Bank note, or note to circulate as money. 14. The Company shall not commence operations under 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 hereof, and continued bond fide, this Act of incorporation shall be null and void, saving only to the said Company the right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose. 15. This Act shall be deemed a Public Act. CAP. CVII. Preamble. Incorporation. Name. Business of An Act to incorporate the River Famine Gold Mining W HEREAS Willis Russell and O. A. Russell have by petition represented that they with others are desirous of associating themselves together for the purpose of carrying on mining operations in the District of Beauce, and in the Province of Canada, and that they can do so to better advantage by the aid of a chapter of incorporation, and have prayed for the passing of 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. Willis Russell, Wm. A. Russell, O. A. Russell, Wm. A. Hall, and Wm. C. Dunton, together with all other persons who 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 River Famine Gold Mining Company." 2. The Company may carry on the business of exploring for, mining, smelting, manufacturing and selling gold, copper 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 Realproperty. 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 for its advantage, and acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing gold, copper, 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 Proviso. district; district; but such company may carry on smelting and manufacturing operations elsewhere in the said Province than in the said district. 3. The capital stock of the company shall be the sum of one Capital Stock million dollars, divided into shares of five dollars each; and and shares. which said capital stock may be from time to time increased, Increase. 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 two million dollars in the whole; provided always that no such increase of stock shall be made Proviso. until the whole amount of the original stock of the company shall have been bonâ fide paid in. forfeiture of 4. The capital stock shall be paid by the subscribers there- Payment of for when, where, and as the directors of the company shall instalments require, or as the by-laws may provide, and if not paid at the on shares, and day required, interest at the rate of six per centum per annum shares for shall be payable after the said day upon the amount due and non-payment. 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. calls to be 5. The stock of the company shall be deemed personal Assignment of estate, and be assignable in such manner only, and subject to shares, all such conditions and restrictions as the by-laws prescribe; but first paid. no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 6. At all meetings of the company every shareholder, not Votes of being in arrear in respect of any instalment called for, shall be shareholders. 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 not in Proviso. arrear, and is in conformity with the by-laws. 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, quorum of 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 |