Election. Quorum. Vacancies. Failure not to dissolve, &c. Proviso. Powers of directors. Making By purposes. 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, until otherwise provided by the by-laws, shall be a quorum thereof; 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, 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, always, 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 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 laws for certain 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; 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 be confirmed by by-law, and every repeal, amendment and re-enactment thereof, shall have force only until the next annual meeting of the Company, unless confirmed at some general 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 primâ facie evidence of such by-law. By-laws must stockholders. Proof of Bylaws. Provisional directors. 9. Until the first election of such Board, the said Walter Shanly and Albert Knight, Lester M. Clark, William F. Matchett and George R. Carter, shall be a Provisional Board of Directors of the Company, with 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 as they shall determine, and do other acts necessary or proper to be done to organize the Company and conduct its affairs; Provided always, that notice of all meetings of the Proviso: notice Company shall be given in some newswaper printed in the of meetings. district of Bedford, (if any) and also in the Canada Gazette, at least fifteen days before the holding of such meeting. Province or 10. In addition to their ordinary place of business within Places of busithis Province, the Company may establish and have any place ness in the or places of business in Great Britain, or in the United States elsewhere. 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. trusts on stock. 11. The Company shall not be bound to see to the execu- Company not tion of any trust, whether express, implied or constructive, in bound to see to 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 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. limited. 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. parties to con 13. 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 tracts, notes, with their powers under the by-laws, or by vote of the Com- &c. pany, 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 said Com- Proviso. pany shall issue no bank note or note to circulate as money. ness. 14. 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 under this Act, within five 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 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. 15. This Act shall be deemed a Public Act. САР. Public Act. Preamble. Incorporation. Corporate name. Business of CAP. LXVII. An Act to incorporate the Leeds Copper Mining and W [Assented to 15th October, 1863.] HEREAS the persons hereinafter named have by petition represented that they desire to engage in the business of exploring, mining, manufacturing, and disposing of copper and other ores, in the county of Megantic, in this Province, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for the passing of 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 Cross, Thomas Bacon, James Muir, H. J. Lawton and John C. Davie, 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 Leeds Copper Mining and Smelting Company." 2. The company may carry on the business of exploring for, the company. mining, smelting, manufacturing and selling copper and other Real property, ores and metals, and for these purposes only may acquire and hold, by purchase, lease, or other legal title, such lands and such mining rights in lands in the county aforesaid, not exceeding two thousand acres in superficies, and construct and 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. Capital stock. Shares. 1ncrease. Proviso. Calls on stock. Forfeiture of stock for nonpayment. 3. 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 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 be made until after the whole amount of the original stock of the company shall have been bonâ fide paid in. 4. The capital stock shall be paid by the subscribers there-for 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 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 there on, after 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 facts 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 Stock to be estate, and be assignable in such manner only, and subject to personalty; how assignsuch conditions and restrictions, as the by-laws prescribe; but able. 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. 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; Proxies. provided, always, the proxy is held by a shareholder not in arrear, and is in conformity with the by-laws. 7. The affairs of the company shall be administered by a Directors. 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 there- Election and after at each annual meeting of the company, to hold office qualification. until their successors are elected, and who (if otherwise qualified) may always be re-elected; and three members of such Quorum. board, present in person, shall be a quorum thereof; 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 direc- Provision in tors, 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. Vacancies. case of failure to elect. tain purposes. 8. The board of directors shall have full power in all things Powers of to administer the affairs of the company, and make or cause to directors. 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 Making Bylaw or to the votes of the company,) regulating the calling in laws for cerof 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; 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 force only until the next annual meeting of the company, unless confirmed at some general meeting of the company; and Proof of by 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. By-laws must be confirmed by stockholders. laws. Provisional directors. 9. Until the first election of such board, the said Thomas Cross, Thomas Bacon, James Muir, H. J. Lawton, and John C. Davie, shall be a provisional board of directors of the company, Their powers. With power to fill vacancies, to open stock books, assign stock, make 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 Proviso: notice organize the company and conduct its affairs; provided, always, that notice of all meetings of the company shall be given in some newspaper published in the district of Arthabaska, and also in the Canada Gazette, at least fifteen days before the holding of such meeting. of meetings. Places of business in the Province or elsewhere. Company not bound to see to 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. 11. The company shall not be bound to see to the execution trusts on stock. of any trust, whether express, implied, or constructive, in 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 shareholders limited. 12. The shareholders of the company shall not, as such, be 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 |