Provisional directors. Capital stock. Preference shares, To rank first Proviso. aid in the construction of the railways, vessels and works provided for in this Act, any Crown lands, or any real or personal estate or property, or any sums of money, debentures or subsidies, either as gifts, by way of bonus or guarantee, or in payment, or as subventions for services, and may dispose of the same, and may alienate the land and other real and personal property not required for the purposes of the Company in carrying out the provisions of this Act. 9. The said Henry Coppinger Beeton, Adolph Drucker, Charles Herbert Wilkinson, Richard Byron Johnson and Walter Townsend shall be the first or provisional directors of the Company, of whom the majority shall be a quorum, and shall hold office as such until the first election of directors; and may forthwith open stock books and procure subscriptions of stock for the undertaking and receive payments on account of stock subscribed, and cause plans and surveys to be made, and deposit in any recognized bank in London, England or chartered bank of Canada, moneys received by them on account of stock subscribed, which moneys shall not be withdrawn except for the purposes of the undertaking, or upon the dissolution of the Company for any cause. 10. The capital stock of the Company shall be one million pounds sterling, divided into shares of one pound each, whereof seven hundred and fifty thousand shares shall be issued as preference shares, and two hundred and fifty thousand shares as ordinary shares. 2. The preference shares shall have the special incidents and privileges defined by the following paragraphs, that is to say :(a.) The preference shares shall, up to five per cent per for dividends. annum, entitle the holder thereof to rank first for dividends on the net profits of the Company, but if, in any year, the net. profits of the Company shall not be sufficient to pay a dividend of five per cent to the holders of preference shares, the holders of such shares shall not be entitled to any cumulative preference in ranking for dividends, upon the net profits of the next or any succeeding year; and the deficiency of any year shall not be paid or made good out of the income of any succeeding year. Ordinary shares. Reserve fund. Annual meeting. (b.) Any profits remaining after payment of the dividend upon the preference shares, and divisible among the shareholders as dividend, shall be divided amongst the holders of ordinary shares. (c.) The Company may set aside out of the profits such sum as it thinks proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property or works connected with the business of the Company, and may invest the sum so set apart as a reserve fund. 11. The annual meeting of the shareholders shall be held on the second Wednesday of October in each year. directors. 12. At such meeting the subscribers for the capital stock Election of assembled, who have paid all calls due on their shares, shall choose not less than five nor more than eleven persons to be directors of the Company, one or more of whom may be paid directors. bonds, etc., 13. The Company may issue bonds, debentures or other Amount of securities to the extent of six thousand pounds sterling per limited. mile of the railway, and such bonds, debentures or other securities may be issued only in proportion to the length of railway constructed, or under contract to be constructed. 1. The Company may issue the bonds, debentures, or Issuing of other securities authorized to be issued by this Act, separately bonds. with respect to any specified section of its railway or branch or extension of its railway, or as to certain sections thereof combined, or on the whole line of the railway of the Company; and such bonds, debentures or other securities, if so issued, shall, subject to the provisions contained in section ninety-four 1888, c. 29. of The Railway Act, form a first charge upon and be limited to the particular section, branch or extension in respect of which the same are thus respectively issued, and upon the rents and revenues thereof, and upon all the property of the Company appertaining or belonging to such section, branch or extension. 15. The directors, under the authority of a resolution of Borrowing the shareholders passed at the first general meeting of the powers. shareholders, or at any special meeting called for the purpose, or at any annual meeting at which shareholders representing at least two-thirds in value of the issued capital stock of the Company are present or represented by proxy, may, from time to time, at their discretion, borrow moneys for the purposes of the Company and secure the repayment of the said moneys in such manner and upon such terms and conditions as they see fit, and for this purpose may mortgage, pledge, hypothecate or charge all or any of the assets and property of the Company, other than the railway. navigation 16. The powers conferred upon the Company to carry on a Powers as to navigation and transport business shall only be exercised by and transthe Company under the supervision of the Governor in Coun- portation. cil and under such regulations as he imposes; and the Governor in Council may grant to other companies the right to use the wharfs and terminals of the Company and fix the terms, rates and conditions on which they may be so used. 17. The Railway Act shall extend and apply to the rail- 1888, c. 29. way undertaking of the Company and shall be incorporated with and form part of this Act in so far as is not inconsistent with any of the provisions hereinbefore contained. Power of as to future Time for con struction of railway limited. R.S.C., c. 118. 18. Any Act hereinafter passed for the purpose of controlling railway companies incorporated by or subject to Parliament as to the issuing of stock or bonds, and as to rates or tolls and the regulation thereof, and as to running powers over or other rights in connection with the railway of any company by any other company, and the exercise of powers conferred upon railway companies, shall apply to the Company from the time such Act goes into effect; but this section shall not be construed to imply that such Act would not apply to the Company without the enactment of this section. 19. The powers conferred upon the Company by this Act shall wholly cease and determine if the line of railway mentioned in section four of this Act from the head of the Lynn Canal to Tagish Lake is not finished and put in operation within five years after the passing of this Act. 20. Subject to the provisions of this Act, The Companies Clauses Act, save and except sections seven, eighteen, and thirty-nine thereof, shall apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. CHAP. 90. An Act to incorporate the Mining, Development and [Assented to 29th June, 1897.] WHEREAS the persons hereinafter named have, by their Preamble. petition, prayed to be incorporated for the purposes hereinafter mentioned, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: tion. 1. James Martin, John J. Moynahan and J. N. Blake, all Incorpora of Rossland, British Columbia, James Walker, of Calgary, Charles S. Warren, of Spokane, United States, Molyneux St. John, of Victoria, British Columbia, D. L. Mather, of Rat Portage, Wesley Orr, of Calgary, Louis Castellain, of Regina, F. J. Bowles, of Leesburg, Virginia, Hon. J. N. Kirchhoffer, of Brandon, H. A. Ward, of Port Hope, and C. H. Mackintosh, of Regina, together with such persons as become members and shareholders in the company hereby incorporated, are hereby constituted a body corporate under the name of "The Mining, Development and Advisory Corpo- Corporate ration of British America (Limited)," hereinafter called "the name. Company." mine, 2. The Company may carry on a mining and development Powers of and advisory business, and any other business incident Company to thereto or connected therewith, and may for all or any of the said purposes, purchase, hold, lease or otherwise acquire any coal bearing lands, mining rights, mines or other mineral property, lands, buildings, docks, works, boats, vessels, vehicles, Acquire land, goods, wares or merchandise and other property, and for all or docks, vessels, any of the said purposes may operate, improve, extend, manage, develop, lease, mortgage, exchange, sell, dispose of, or turn to account the same; establish shops or stores on the said lands and purchase and vend general merchandise, the product of Vend mermines, and real estate; and generally do all such other things and farm, as are incidental or conducive to the attainment of the above objects. etc., chandise, etc., Smelt ores, etc., Construct tramways, 2. The Company may engage in the business of crushing, smelting, reducing and amalgamating mineral ores to render marketable the produce of mines, and may make coke and other products from coal. 3. So far as is necessary for the purposes of the Company, the Company may also construct, or aid in and subscribe towards the construction, maintenance and improvement of roads, tramways (to be operated by steam, electric, pneumatic pressure or other power), telegraph, telephone and telpherage lines, docks, piers, wharfs, viaducts, aqueducts, flumes, ditches, quartz mills, mills, ore houses and other buildings and works necessary or convenient for the purposes of the Company, may, with the consent of the Governor General in Council and Lieutenant Governor in Council of the province in which the Erect bridges, same may be situate, erect bridges over navigable waters adjacent to the Company's lands. Construct vessels, Use electric power, Acquire 4. The Company may also construct, charter and employ vessels for the purposes aforesaid, and for the purpose of transporting the produce of the mills, mines and works to any place or places within Canada or elsewhere. 5. The Company may also, for the purpose of the said business, erect, use, and manage works, machinery and plant for the generation, transmission and distribution of electric power and energy. 6. The Company may acquire by lease, purchase or otherpatent rights, wise any exclusive rights in letters patent, franchises or patent rights for the purposes of the works and undertakings hereby authorized, and again dispose of such rights. And other businesses, Use tunnels, Examine and report upon mining properties. Head office. Capital stock and calls thereon. 7. The Company may acquire any business similar to that which the Company is hereby empowered to carry on, together with all the assets, franchises and property of the owners of such business subject to the obligations, if any, affecting the same, and may pay the price thereof wholly or partly in cash, or wholly or partly in fully paid-up shares, or in partly paid-up shares of the Company, or otherwise, and also assume, pay or guarantee all or any of the obligations or liabilities affecting the assets, franchises and property so purchased. 8. The Company may contract with the owners or lessees of other mineral properties to construct and operate tunnels for the purpose of carrying on underground mining and transporting the product of mines. 9. The Company may also engage in the business of examining, reporting and advising upon mines and mineral properties and may act as agents for individuals or corporations in the purchase or working of the same. 3. The head office of the Company shall be in the city of Vancouver or in such other place in Canada as the Company from time to time by by-law appoints. 4. The capital stock of the Company shall be one million pounds sterling divided into shares of one pound sterling each, |