or elsewhere.

13. In addition to their ordinary place of business within Places of this Province, the company may establish and have any place business in or places of business in this Province, in Great Britain, or in the Province 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 stock.

14. The company shall not be bound to see to the execution Company not of any trust, whether express, implied, or constructive, in res- bound to see pect 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.

limited.

15. 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.

parties to con

16. All contracts, promissory notes, bills of exchange, and How company engagements made on behalf of the company by the directors, may become officers, agents, or servants of the company, in accordance with tracts, notes, their powers under the by-laws or by vote of the company, shall &c. be binding upon the company, and in no case need the seal of the said company be affixed thereto, nor shall such directors, officers, agents, or servants thereby become individually liable

to any third party therefor; but the said company shall issue Proviso. no bank note or note to circulate as money.

ness.

17. The Company shall not commence operations under When to comthis Act, until at least ten per centum of the amount of their mence busicapital stock shall have been paid in; provided always, that unless mining operations be commenced and continued bond Proviso: forfide, under this Act within five years from the passing thereof, for non-user. this Act of Incorporation shall be null and void, saving only to the said 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.

18. This Act shall be deemed a Public Act.

Public Act

CAP.

CAP. CXXIII.

Preamble.

Certain persons incorporated.

Name.

Business of

An Act to incorporate the Massawippi Mining Company.

[Assented to 30th June, 1864.] WHEREAS G. B. Rolleston hath, by his petition, represented that he, with others, associated with him, are desirous of engaging in the business of exploring for, mining, manufacturing, and disposing of copper and other ores, in the County of Stanstead, in the District of St. Francis, and in the Province of Canada; and that they can do so to better advantage by the aid of a charter of incorporation, and has prayed for the passing of an Act to that end; and whereas it is expedient to grant such prayer: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows:

1. G. B. Rolleston, Alexander Macdonald, A. Knight, Thomas White, Alexander Macdonaly, Isaac B. Kimball, John C. Macdonald, H. B. Wilson, Horatio Wadleigh, Moses Field and A. P. Ball, together with all other persons who shall become shareholders in the company hereby constituted, shall be and they are hereby constituted a body corporate and politic, by the name of the "Massawippi Mining Company."

2. The company may carry on the business of exploring for, the Company mining, and smelting copper and other ores, and metals, and minerals, in the said District of St. Francis, and of manufacturing, dealing in, and disposing of such ores, metals and minerals, and may do all things necessary or convenient thereto not inconsistent with the rights of other parties.

May acquire land and sell

it.

Royalty.

Capital stock

and shares.

Increasing capital.

3. The company may, by any legal title, acquire and hold any lands or mining rights necessary or requisite for the carrying on of such business, not exceeding two thousand acres in superficies, and construct and maintain such buildings. and machinery, and other improvements thereon, and they may sell and dispose of the same and acquire others in their stead, as the company may deem for its advantage, and may acquire any royalty or percentage for the privilege of mining, or smelting copper, or other ores or metals, within the said county.

4. The capital stock of the company shall be the sum of five hundred thousand dollars, divided into one hundred thousand shares of five dollars each, and may be from time to time increased, as the wants of the company require, by vote of not less than two-thirds of the shareholders, at a meeting of the company called for the purpose, to an amount not exceeding one million dollars in the whole; such stock to be paid for and issued as herein provided for the original stock.

charged.

5. The capital stock shall be paid by the subscribers therefor, How the stock when, where, and as the Directors of the company shall require, to be paid. or as the by-laws may provide, and if not paid at the day If not paid required, interest at the rate of six per centum per annum shall promptly, inbe payable after the said day upon the amount due and unpaid; terest to be 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 Forfeiture for the facts, summarily forfeit any shares whereon such payment non-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.

G. The Company may enforce payment of such calls and How payment interest, by action in any competent Court of law, and in such of subscribed action it shall not be necessary to set forth the special matter, enforced. stock may be but it shall be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of such calls and the amount of each, whereby an action hath accrued to the Company under this Act; and a certificate under their seal, and purporting to be Proof in acsigned by any officer of the Company, to the effect that the tions for calls. defendant is a shareholder, and that such call or calls have been made, and that so much is due by him, and unpaid thereon, shall be received in all Courts of law as prima facie evidence to that effect.

7. The stock of the company shall be deemed personal Stock personestate, and be assignable in such manner only, and subject to al property such conditions and restrictions, as the by-laws prescribe, but and how assignable. no share shall be assignable, except to this company, until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment.

8. The company, from time to time, after at least one half When half of of their stock has been paid in, and not sooner, may borrow in the stock is this Province, or elsewhere, any sums not exceeding in all one paid up the Company may hundred thousand dollars, and may make the bonds, deben- borrow $100,tures and other securities they shall grant for such sums 000 on bonds. payable in sterling or currency, at such rate of interest, and at such place or places in this Province or elsewhere, as they shall deem advisable; and such bonds, debentures or other securities may be made payable to bearer or transferable by simple endorsement or otherwise, and may be in such form as to the directors of the company may seem fit, and for assuring Hypothes payment of any such sums and interest the company may may be thereby hypothecate their real estate or any part thereof, and in granted. such case the enregistration in the proper registry office of such bond, debenture or other security, if not passed before

notaries,

Meetings and

manner of voting there

at.

Proviso.

Board of Di

rectors, how elected, and

notaries, shall create the hypothec thereby purporting to be declared.

9. At all meetings of the Company every shareholder, not being in arrears 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, and is in conformity with the by-laws.

10. The affairs of the company shall be administered by a Board of not less than five and not more than seven directors, qualification being severally holders of at least one hundred shares of stock, of a Director. 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 such directors, unless otherwise provided by the by-laws, may vote by proxy, and a majority of such board, present in person, or by proxy, until otherwise provided by the by-laws, shall be a quorum thereof; How a vacan- 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, shall not dissolve the corporation, but all proper acts of the said directors shall be valid and binding as against the company until their successors shall be elected; and an election may be had at any general meeting of the company called for the purpose as prescribed by the by-laws.

cy may be filled.

Powers of the board.

11. 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 contract not contrary to law; to adopt a common seal and to alter the same at pleasure; To make By- from time to time to make any and all by-laws (not contrary to laws for cer- law), regulating the issue and registration of certificates of tain purposes. stock; the calling in of instalments on stock and the payment thereof; 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; 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;

company; and every copy of any by-law, under the seal of the Copies of bycompany and purporting to be signed by any officer of the laws to be company, shall be received in all courts of law as prima facie primâ facie evidence of such by-law.

thereof.

12. Until the first election of such Board of Directors, Who shall be G. B. Rolleston, Alexander Macdonald, A. Knight, Thomas first Directors. White and A. P. Ball, shall be a provisional Board of Directors,

with power to open stock books, to purchase property, issue Their powers. and assign shares of stock in payment therefor, which shares so issued shall be considered and be fully paid shares, to convene general meetings of the company, at such time and place as they shall determine, and generally to do and perform all matters and things which any other board of directors is empowered to do and any other acts necessary or proper to be done to organize the company and conduct its affairs.

establish

13. In addition to their ordinary place of business within Company may this Province, the company may establish and have any places of busiplace or places of business in Great Britain, or in the United ness in Great States of America, and may at any one thereof, order, direct, Britain and the do and transact their affairs and business, or any thereof, in United States. such manner as may be prescribed by their by-laws or by resolution of the board of directors.

tees.

14. The company shall not be bound to see to the execution Company not of any trust, whether express, implied, or constructive, in respect liable as Trus of any share or 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 or 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.

defined.

15. 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 of calls, if any, remaining unpaid on their shares in the Stock thereof; Provided however, that the stockholders of the Company shall Proviso: as be severally individually liable pro rata to the amount of stock to debts for held by them respectively for all debts that may be due and owing to all or any of their laborers for services performed for such corporation.

labor.

16. All contracts, promissory notes, bills of exchange and Company engagements made on behalf of the company, by the directors, bound by the officers, agents or servants thereof in accordance with their acts of 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

servants.