Payment of instalments on shares, and forfeiture of shares for 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 non-payment. 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. 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, election and quorum of Directors. 7. The affairs of the company shall be administered by a 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, Provision in present in person, shall be a quorum thereof; and in case of case of failure 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. to elect. Powers of rectors. S. The Board of Directors shall have full power in all Board of Di- things to administer the affairs of the company, and 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 calling in of instalments on stock, and payment thereof; the To make Byissue and registration of certificates of stock; the forfeiture of laws for cerstock for non-payment; the disposal of forfeited stock and the tain purposes. 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 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; but every such by-law, and every repeal, amendment, and re-enactment thereof, shall have forçe only until the next annual meeting of the company, unless confirmed at some general meeting of the company; and every Proof of Bycopy of any by-law, under the seal of the company, and pur- laws. porting 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. rectors. 9. Until the first election of such board, the said J. Willard Provisional Rice, Samuel B. Locke, William A. Russell, Oramel N. Russell Board of Diand Willis Russell, shall be a provisional board of directors for said company, with full power to fill vacancies, to open stockbooks, 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 bu this 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. 11. The company shall not be bound to see to the execu- Execution of tion of any trust, whether express, implied or constructive, in trusts. 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 shares, 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. Liability of 12. The shareholders of the company shall not, as such, be 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 unpaid upon their shares in the stock thereof. 13. All contracts, promissory notes, bills of exchange and engagements made on behalf of the company by the directors, 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. 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 thereof, 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. Preamble. CAP. CX I. An Act to incorporate the Kennebec Gold Mining [Assented to 30th June, 1864.] HEREAS the persons hereinafter named have, by peti tion, represented that they are desirous of associating themselves together for the purpose of carrying on mining operations in the District of Beauce, 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 the said persons, with others their associates, have been provisionally organised as a joint stock company under the Act chapter sixty-three of the Consolidated Statutes of Canada, as appears by their declaration, filed with the Registrar of the Registration division of Montreal, bearing date the sixth of April, one thousand eight hundred and sixty-four, and it is necessary that the property and assets of such joint stock company should be transferred to and vested in the corporation hereby established; 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. The Honorable Thomas Ryan, Donald Lorn MacDougall, Incorporation. Edward M. Hopkins, Andrew Wilson, Thomas Reynolds and Harry Abbott, 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 Kennebec Gold Mining Company," and all and Corporate every the estate and property, real and personal, belonging to name.; the said joint stock company, and all debts and claims now Property and due to or possessed by the said company, shall be and are hereby transferred to and vested in the said corporation hereby Company established, which shall in like manner be liable to and for transferred to all debts due by or claims upon the said joint stock company. constituted. that hereby liabilities of Joint Stock 2. The company may carry on the business of exploring Business of for, mining, smelting, manufacturing and selling gold, copper Company. and other ores and metals, and for these purposes may acquire and hold, by purchase, lease or other legal title, such lands, Real property. streams and mining rights in lands in the district aforesaid, and construct and maintain such buildings and machinery, and other improvements thereon, and may utilise the waters of the streams and rivers adjoining the same by the construction of dams, waterways, and other erections, 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, and generally may exercise all the powers which are incident, and are commonly understood to belong to mining companies; pro- Proviso. vided 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. 3. The capital stock of the company shall be the sum of five Capital Stock. hundred thousand dollars divided into shares of five dollars Shares. each; which said capital stock may be from time to time Increase. 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 Proviso. be made until the whole amount of the original stock of the company shall have been bona fide paid in. on shares and 4. The capital stock shall be paid by the subscribers therefor, Payment of when, where, and as the directors of the company shall require, instalments or as the by-laws may provide, and if not paid at the day re- forfeiture of quired, interest at the rate of six per centum per annum shall shares for be payable after the said day upon the amount due and unpaid; non-payment. 31* and Assignment of shares; calls to be first paid. Votes of 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 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, election and quorum of directors. 7. The affairs of the company shall be administered by a board of not less than five and not more than seven directors, being severally holders of at least one hundréd 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 Provision in such board, present in person, shall be a quorum thereof; and case of failure 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 Directors not of the company called for the purpose; provided that voting to vote by by proxy shall not be allowed at any meeting of the board of directors. to elect. proxy. Powers of Board of Di rectors. To make By laws for cer tain purposes. 8. 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 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 |