Increased extent of real estate. Proviso. Votes. Proxies. Directors. Election. manner as the directors thereafter, by by-law or otherwise, shall ordain, and such new stock shall be in all respects part of the capital stock of the company; and upon such increase of their capital stock, the company, for the purposes of their business only, may acquire and hold real estate to a proportionately increased amount, with power always to sell, lease, or otherwise dispose thereof, as they shall see fit; 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. 7. At all meetings of the company, every shareholder shall be entitled to as many votes as he holds shares in the stock of the company; all votes may be given in person, or by proxy. 8. The affairs of the company shall be administered by a board of not less than five nor more than seven directors, being Qualification. severally holders of at least two hundred shares of stock, 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 shall, until otherwise provided by by-law, 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. Quorum. Vacancies. Provision in case of failure of election. Provisional directors. 9. If at any time an election of directors be not made or do not take effect at the proper time, the corporation hereby constituted shall not be held to be thereby dissolved; but such election may take place at any general meeting of the company duly called for that purpose.. 10. Until the first election of such board, the said James McKirdy, Thomas Frizzle, John Burns, William McKee, Hugh Miller, John Gordon Brown and John Ritchey, Jr., shall be Their powers. the provisional board of directors of the company, with power to fill vacancies occurring therein, to associate with themselves therein not more than two other persons who, upon being so named, shall become and be directors of the company, equally with themselves, to open stock-books, to assign stock, to make calls thereon, and grant certificates and receipts therefor, to make provisional by-laws on any matters admitting of regulation under this Act by by-law, such provisional by-laws to have force until the first general meeting of the company, to convene such meeting, and to do all other acts required to be done in order to the organization of the company, and the conProviso: notice duct of its affairs; Provided always, that notice of all meetings of the company shall be given in some newspapers published in the district of Arthabaska, and in the city of Toronto (if any) and also in the Canada Gazette at least fifteen days before the holding of such meeting. Provisional Bylaws, &c. of meetings. directors. 11. The board of directors of the company shall have full Powers of power in all things to administer the affairs of the company, and may make, or cause to be made, any description of contract which the company may by law enter into, and may from Making Bytime to time make by-laws not contrary to law, as to calls and the laws for certain payment thereof, the issue and registration of certificates of purposes. stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of 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, their remuneration, the time at which and the place where the annual and other meetings of the company shall be held, the calling of meetings, general and special, of the board of directors and of the company, the quorum, 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-law, and the conduct in all other particulars of the affairs of the Company, and may from time to time repeal, amend, or re-enact the same; but every such by- By-laws must law, and every repeal, amendment or re-enactment thereof, stockholders. be confirmed by unless in the meantime confirmed at a special general meeting of the company called for that purpose, shall only have force until the next annual meeting of the company, and shall require to be confirmed thereat; and every copy of any by-law Proof of laws. under the seal of the company, and purporting to be signed by any officer of the company, shall be received as prima facie evidence of such by-law, in all courts of law; Provided al- Proviso. ways, that voting by proxy shall not be allowed at any meeting of the board of directors. 12. The company may establish an office at Drummondville, Places of in Canada East, and another at Toronto, and may open books business. of subscription for their stock, and may receive there subscriptions for such stock transferable there respectively, and may make all instalments thereon to be called in, and all dividends thereon to be declared payable there respectively; and at either of such places of business they may name one or more agents for all or any of such purposes, and may remunerate them as they shall see fit; and they may, by by-law or otherwise, in all things regulate and order the mode of transaction of all manner of business, to be so done thereat. trusts on stock. 13. 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 valid and binding discharge to the company for any dividend or money payable in respect of such shares, and 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 may become tracts, notes, &c. 14. The shareholders of the company shall not, as such, be held responsible for any act, default or liability whatever 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 their shares in the stock thereof. 15. Every contract, agreement, engagement or bargain parties to con- made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn or endorsed, on behalf of the company, by any agent, officer or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company; and in no case shall it be necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or chequel or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order, nor shall the party so acting as agent, officer or servant of the company, be thereby subjected individually to any liability whatsoever to any third party therefor; provided always that nothing in this Act contained shall be construed to authorize the company to issue any note of a character to be circulated as money or as the note of a bank. Proviso. When to commence business. feiture of Act for non-user. 16. The company shall not commence operations under this Act, until at least ten per cent of the amount of their Proviso: for- 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 bonâ 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. Public Act. 17. This Act shall be deemed a Public Act. Preamble. CAP. LXXV. An Act to incorporate the Clark Mining and Sinelting 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 for, mining, manufacturing, and disposing of copper and other ores, in the township of Ascot and elsewhere, in the district of St. Francis, 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 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. E. Clark, E. L. Brooks, L. E. Morris, John Johnston, Incorporation. and E. H. Clark, 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 Clark Mining and Smelting Company." Corporate 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 and metals, and for these purposes may acquire and hold by purchase, lease, or other legal title, such lands and mining rights in lands in the district aforesaid, not at any time ex ceeding two thousand acres in superficies, and construct and Real property, 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, and may acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing copper or other ores and metals; provided, however, that the acqui- Proviso. sition of any such royalty or percentage shall not entitle the company to carry on any mining operations beyond the limits of the said district; but such company may carry on smelting and manufacturing operations elsewhere in this Province than in the said district. 3. The capital stock of the company shall be the sum of Capital stock. four hundred thousand dollars, divided into shares of not less shares. than five dollars each, and may be from time to time increased, Increase. 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 Proviso. 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 Calls on stock. 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 Forfeiture of required by the directors, with the interest thereon, after such stock for nondemand 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. payment. Stock to be personalty; how assignable. Votes. Proxies. Directors. Election. Quorum. 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 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 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, Qualification. being severally holders of at least one hundred shares of stock, 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. Vacancies. Provision in case of failure of election. Proviso. Powers of directors. Making Bylaws for certain purposes. 8. The board of directors shall have full power in all things to adininister the affairs of the company, and make or cause to be made any purchase and any description of contract which the company inay by law make; to adopt a common seal; to make from time to time any and all by-laws (not contrary to 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 |