9. Until the first election of such Board, the said Wm. S. Provisional Hunter, Wm. Sheafe, C. W. Galloupe, Samuel L. French, and Board of DiJ. W. Wolcott, shall be a provisional Board of Directors for rectors. 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 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 execution Company not of any trust, whether express, implied or constructive, in respect bound to see of any shares; and the receipt of the person in whose name the to trusts on 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, be Liability 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 be under Seal. 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 Proviso. issue no Bank note, or note to circulate as money. 14. The company shall not commence operations under Commencethis Act until at least ten per centum on the amount of their ment of opercapital stock shall have been paid in; Provided, always, that ations. unless mining operations be commenced under this Act within Proviso: forfive years from the passing thereof, and continued bona 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 feiture for non user. Public Act. Preamble. Incorporation. Name. Business of they may hold, and to make such conveyances as may be necessary for that purpose. 15. This Act shall be deemed a Public Act. CAP. CXVIII. An Act to incorporate the St. Francis Mining and [Assented to 30th June, 1864.] HEREAS the persons hereinafter named have, by petition, represented, that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of copper and other ores, in the County of Richmond, in the District of St. Francis, 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. Thomas Tait, John Simmons, C. W. Galloupe, S. D. Nickerson, Edwin Lambson, John G. Tappan, and Henry H. Drake, 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 St. Francis Mining and Smelting Company." 2. The Company may carry on the business of exploring for, mining, smelting, manufacturing and selling 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 exReal property, ceeding two thousand acres in superficies, and construct and Proviso. Capital Stcok. 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 copper or 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. 3. The capital stock of the Company shall be the sum of five hundred thousand dollars, divided into such a number of shares not exceeding twenty-five dollars and not less than five dollars dollars each, as the Directors shall determine; and which said Increase. capital stock 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, Proviso 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. forfeiture of 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 on shares, and required, interest at the rate of six per centum per annum shall shares for 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. 5. The stock of the company shall be deemed personal Assignment estate and be assignable in such manner only, and subject to of shares; 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. Directors. 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 of Provision in the death, resignation, removal, or disqualification of any case of failure 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; to elect. and Powers of rectors. To make Bylaws for certain purposes. 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. 8. The Board of Directors shall have full power in all Board of Di- 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 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 reenactment thereof, shall have force only until the next annual meeting of the company unless confirmed at some general Proof of By- 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. laws. Provisional rectors. 9. Until the first election of such Board, the said Thomas Board of Di- Tait, John Simmons, C. W. Galloupe, S. D. Nickerson, Edwin Lambson, John G. Tappan, and Henry H. Drake, shall be a provisional board of directors for 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. Places of business. 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. to trusts on 11. The company shall not be bound to see to the execution Company'not of any trust, whether express, implied or constructive, in respect bound to see of any shares; and the receipt of the person in whose name shares." 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, Liability of be held responsible for any act, default or liability whatsoever shareholders. 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. be under seal. 13. All contracts, promissory notes, bills of exchange, Contracts, and engagements made on behalf of the company, by the &c., need not 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 Proviso. shall issue no bank note, or note to circulate as money. ations. Proviso: forfeiture for 14. The Company shall not commence operations under Commencethis Act, until at least ten per centum on the amount of their ment of opercapital 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 bona fide, non user. 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 conveyances as may be necessary for that purpose. 15. This Act shall be deemed a Public Act. CAP. CXIX. An Act to incorporate the Alliance Mining and W [Assented to 30th June, 1864.] Public Act. HEREAS the persons hereinafter named have by Preamble. petition represented that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of copper and other ores, in the County of Lotbinière, in the District of Quebec, 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 Act to that end; and whereas |