connected withe the company, beyond their shares in the stock thereof. tracts, notes, 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 with parties to contheir 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. feiture of Act 14. The company shall not commence operations under this When to comAct until at least ten per centuni of the amount of their capital mence busistock shall have been paid in; provided, always, that unless mining operations be commenced under this Act within five Proviso: foryears from the passing thereof, and be continued bona fide, this by non-user. 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. CAP. LXVIII. An Act to incorporate the Upton Copper Mining and [Assented to 15th October, 1863.] Public Act. WHEREAS the persons hereinafter named have, by petition Preamble. represented, that they desire to engage in the business of exploring, mining, manufacturing, and disposing of copper and other ores, in the Counties of Drummond and Bagot, 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. Hugh Clark, Alexander Milloy, W. W. Stuart, W. E. Incorporation. Eastly, and George B. Muir, Esquires, 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 Upton Copper Mining Corporate and Smelting Company. name. 2. The Company may carry on the business of exploring for, Business of the mining, smelting, manufacturing and selling copper and other company. ores Real property. Capital stock. Shares. Proviso. Calls on stock. Forfeiture of stock for nonpayment. Stock to be personalty; how assignable. Votes. Proxies. Directors. 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 counties 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. 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 bona fide paid in. 4. The capital stock shall be paid by the subscribers therefor, 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 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 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 estate, and be assignable in such manner only, and subject to such conditions and restrictions, as the by-laws prescribe, but 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 being in arrear in respect to 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 not in arrear, and is in conformity with the by-laws. 7. The affairs of the Company shall be administered by a Board of not less than five and not more than seven Directors, being severally holders of at least one hundred shares of stock, who Qualification. who shall be elected at the first general meeting, and thereafter Election. 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 three members of such Board, Quorum. present in person, shall be a quorum thereof; and in case of Vacancies. 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, Provision in or any failure of Directors, shall not dissolve the corporation; of election. and an election may be had at any general meeting of the Company called for the purpose. case of failure ain purposes. 8. The Board of Directors shall have full power in all things Powers of to administer the affairs of the Company, and to make or cause directors. 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 Making Bylaw or to the votes of the Company,) regulating the calling in aws for cerof instalments on stock, payment thereof, the issue and registration of certificates of stock; the forfeiture of stock for nonpayment, 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- By-laws must law, and every repeal, amendment, and re-enactment thereof, be confirmed by 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 Proof of byCompany, 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. 9. Until the first election of such Board, the said Hugh Provisional Clark, Alexander Milloy, W. W. Stuart, W. E. Eastly, and directors. George B. Muir, shall be a provisional Board of Directors of the Company, with power to fill vacancies, to open stock Their powers. 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 organize the Company and conduct its affairs; Proviso: notice. Places of business in the Province or elsewhere. Company not bound to see to affairs; Provided, always, that notice of all meetings of the Company shall be given in some newspaper published in the district of St. Hyacinth, and also in the Canada Gazette, at least fifteen days before the holding of such meeting. 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 contructive, 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. How company Proviso. When to commence business. Proviso: forfeiture of Act for non-user. Public Act. 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 with the Company, beyond their shares in the stock thereof. 13. All contracts, promissory notes, bills of exchange, and engagements made on behalf of the Company, by the 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 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 no bank note, or note to circulate as money. 14. The Company shall not commence operations under this Act, until at least ten per centum of the amount of their capital 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 be 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 conveyances as may be necessary for that purpose. 15. This Act shall be deemed a Public Act. САР. CAP. LXIX. An Act to incorporate the Harvey Hill Mining and [Assented to 15th October, 1863.] HEREAS the persons hereinafter named have, by peti- Preamble. tion, represented that certain of them have acquired and hold divers valuable properties and mining rights, and have entered into contracts and made arrangements at much cost for prosecuting researches for mineral ores, and locations favorable for mining in the County of Megantic, and that they are desirous unitedly and with others to prosecute such researches and carry on the business of mining on an extensive scale in Lower Canada, but cannot do so to advantage unless by the aid of an Act of incorporation, and have therefore 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. James Foley, Peter Clarke, Lester W. Clarke, B. S. Incorporation. Rotch and L. A. Plummer, Esquires, together with all such other persons as 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 "Harvey Hill Corporate Mining and Smelting Company of Leeds, in the County of name. Megantic, Canada East." 2. The Company may engage in and follow the business of Business of the carrying on explorations for, and of mining for, finding and company. getting copper, lead and other ores, metals and minerals, within the said County of Megantic, and of manufacturing, dealing in and disposing of such ores, metals and minerals; and may do all things necessary to such ends, consistently with the rights of other parties, and with the conditions of any title under which the Company may hold the lands in or upon which such things are to be done. 3. The Company may, by any legal title, acquire and hold Real estate. any land necessary or requisite for the carrying on of such business, or mining rights in lands in the said County of Megantic 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 for its advantage, not at any time exceeding two thousand acres. 4. The Capital Stock of the Company shall be the sum of Capital stock. one million dollars, divided into two hundred thousand shares of |