Payment of subscribed stock, how enforced.

Stock to be personal estate, and how assignable.

Company may borrow

$100,000 on bonds and when.

May grant mortgage.

Manner of voting.

Proxies.

directors may, by vote reciting the facts, 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.

6. The company may enforce payment of such calls and interest by action in any competent court of law, and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is the 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, purporting to be signed by any officer of the company, to the effect that the 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 estate, and be assignable in such manner only, and subject to such conditions and restrictions, as are by the by-laws prescribed; but no share shall be assignable except to the company, until all instalments called for thereon have been paid, unless it has been declared forfeited for non payment.

8. The company may, from time to time, after at least one half their stock has been paid in, and not sooner, borrow in this Province, or elsewhere, any sums not exceeding in all one hundred thousand dollars, and may make the bonds, debentures and other securities they may grant for such sums payable 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 and other securities may be made payable to bearer, or transferable by simple endorsement or otherwise, and may be in such form as the directors of the company may deem fit, and for securing the payment of any such sum and interest, the company may mortgage their real or personal estate, or any part thereof, in such manner as they may deem advisable.

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

10. The affairs of the company shall be administered by a Board of DiBoard of Directors of not less than five nor more than seven, rectors, election and quabeing severally the holders of not less than one hundred shares lification of. of stock, who shall be elected at the first general meeting of the subscribers to the capital stock, or as soon thereafter as may by a majority then present be deemed practicable; and shall be elected thereafter at each annual meeting of the company, to hold office until their successors are elected; and such Directors unless otherwise provided by the by-laws, may vote by proxy, and may, if otherwise qualified, be re-elected; and a majority of such Directors present in person or by proxy, shall at any meeting, until otherwise directed by the by-laws, be a Filling vacan quorum thereof; and in case of the death, resignation, removal cies. or disqualification of any director, the board, if they see fit, may fill the vacancy until the next annual meeting of the company and election, by appointing any qualified shareholder thereto;

but a failure to elect directors at any time, or to hold any Provision in regularly provided meeting, shall not dissolve the said corpo- case of failure ration, but all proper acts of the directors shall be valid and to elect. binding as against the company, until their successors shall be elected, and the failure or omission to elect such directors may be supplied by and at any special meeting, to be called as the directors in conformity with the by-laws of the corporation may see fit to appoint; and until such election of new directors, those who may be in office for the time being, shall be, and continue in office, and exercise all the rights and powers thereof, until such new election be made, as hereinbefore provided.

rectors.

tain purposes.

11. The Board of Directors shall have power in all things Powers of the to administer the affairs of the Company, and to make or cause Board of Dito be made any purchase of real or personal estate, not contrary to law; to adopt a common seal, and the same to alter or abolish at pleasure; to grant, bargain, and sell their lands, or other property, in fee simple or otherwise; make by-laws for the To make Bygovernment of the Company, not contrary to law, and the same laws for certo alter or amend at pleasure; regulate the issuing and registration of the certificates of 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, and the declaration and payment of dividends, and to do all things whatsoever necessary or requisite to carry out the objects of the corporation, and vest the present property and bonds of the said association, whether held by them or by others in trust for them, in the corporation hereby created; they may appoint and declare and regulate the functions and duties of all necessary agents, officers and servants of the Company, and their removal at pleasure; fix the security, if any, to be given by them to the Company; their remuneration, and that (if any) of the Directors or any of the officers thereof; regulate the time and place of holding the annual and other meetings of the Company and of the Directorsthe calling of meetings of the Company and of the Board of Directors

36

Directors-the requirements as to proxies, and 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-laws; to carry into force all and every provision and stipulation contained in the agreement of association mentioned in the first section of this Act, with respect to the appropriation and allotment, whether conditional or otherwise, of the shares of the said Company, and also with respect to all other matters or things in the said articles or in the resolutions adopted by the said associators provided for, not inconsistent with the present Act, and the conduct in all other Proof of By- particulars of the affairs of the Company; and every copy of any by-law or order, ordinance or resolution of the said Company, under the seal of the Company, attested by the officer in charge thereof, or purporting to be so attested, shall be received in all courts of law as prima facie evidence of such by-law, order, ordinance or resolution.

laws.

Who shall be first Direc

tors, and their powers.

Company may establish places of business.

Interpretation clause.

12. Until the first election of a Board of Directors in pursuance of this Act, James C. Vandyke, Alexander Morris, James H. Walton, Elijah R. Myer, William Overfield, and Frederick A. Vandyke, junior, are, and shall be a Provisional Board of Directors, with all the powers, rights and privileges, and subject to all the restrictions and regulations as are provided for in this Act, and shall exercise the office of Directors until their successors are regularly elected and qualified to act; and they may as such, open stock books, purchase property, and issue and assign shares in payment thereof, which shares so issued shall be considered to be fully paid shares; convene general meetings of the company at such time and place as they shall determine, and generally do and perform all matters and things which any other Board of Directors is empowered to do, and any act necessary and proper to be done to organize the Company and conduct its affairs.

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

14. The word "lands," in this Act, shall include all lands, tenements and hereditaments and real or immovable property whatsoever; and all words importing the singular number or the masculine gender only, shall extend to more than one person, party, or thing, and to females as well as males; and the word "shareholder" shall include the heirs, executors, administrators, curators, legatees, or assigns of such shareholder, or any

other

other party having the legal possession of any share, whether in his own name or that of any other, unless the context shall be inconsistent with such construction; and whenever power is by this Act given to do anything, power shall be intended also to do all things which may be necessary to the doing of such thing; and generally all words and clauses herein shall receive such liberal and fair construction as will best ensure the carrying into effect of this Act according to its true intent and spirit; and the Company shall not be bound to see to the Company not execution of any trust, whether express, implied, or constructive, liable as trusin respect to any share or shares, and the receipt of the person in whose name the same shall stand on 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.

tees.

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 of calls, if any, remaining unpaid on their shares in the stock thereof; Provided, however, that the stock holders of the Company shall Proviso. be severally individually liable, pro rata, to the amount of stock 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.

servants.

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 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.

17. Any description of action may be prosecuted and Liability to maintained between the Company and any person or actions, and who may be corporation whatever, whether he or she be a shareholder or otherwise; and no shareholder not being himself a party to such action, shall be incompetent as a witness therein.

18. The Company shall not commence operations under this Act, until at least ten per centum of their capital stock shall have been paid in.

Ten per cent.

of stock to be paid in before Company commeuce busi

ness.

Forfeiture for

19. Provided always, that unless mining operations be commenced under this Act within five years from the passing non-user. thereof

36*

Public Act.

Preamble.

Certain persons incorporated.

Name.

Corporate powers.

May acquire

land and sell it.

Royalties.

Capital stock and shares.

thereof and continued bona fide, this Act of Incorporation shall be null and void, saving only to the 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.

20. This Act shall take effect immediately, and shall be deemed and be a Public Act.

CAP. CXXXII.

An Act to incorporate the Consolidated Copper Company.

W

[Assented to 30th June, 1864.]

THEREAS James McMaster 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 Brome, in the Province of Canada, and that they can do so to better advantage by the aid of a charter of incorporation, and hath 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. James McMaster, William Frazer, John Leighton, William H. Dwinelle and William J. Gelston, 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 Consolidated Copper Company.

2. The company may carry on the business of exploring for, mining and smelting copper and other ores, and metals and minerals, in the said county of Brome, 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.

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, machinery and other improvements thereon, and 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