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Calling in Stock.
V. The Directors of the said Company may call in the Capital Stock of the same in such sums as they may see fit, provided no larger sum than twenty per cent. of the annount subscribed is payable at one time, and that at least three mouths shall elapse between each payment.
Directors. VI. The business and affairs of the said Company shall be con
ducted and managed, and its powers exercised, by seven Directors, to be annually elecied by the Shareholders, and who shall be severally Shareholders to an amount of two thousand five hun
dred pounds currency of the said Stock, and who shall be elected Qualification.
at the Annual Meeiings of the Company by the Shareholders then present, or by proxy, as hereinafter provided, and which
Boari, in the first instance, and motii the first General Annual First Direc- Meeting of the Corrpany, as hereinafter provided, shall consist
of the said Sir George Siinpsoil, Magii Alian, William Edmondstone, Andrew Allan, John G. McKenzie, William Dow, and Robert Anderson.
Making By VII. It shall be lawful for the Company, at an Annual Meetlaws and for whaipurposes.
ing or Special General Meeting convened for the purpose, to make By-laws, Rules and Regulations, for the conduct and management of the business, afairs, real estates, vessels, stacii, property, and eflects of the Company; and the same to amend, aiter, repeal, and re-enaci, as shall be deemed needful and proper ; but a majority of the Trustees shall be present therefor and assisting at the same: and the said By-laws, Rules and Regnuations, shall among other things particularly
apply to and affect the following mailers : Calls, &c 1. The calling up and payment, from time to time, of the
Capital Sieck of the said Company, and of the increase there. of, and of the calls thereon, as hereinbefore provided, and the conversion of the Shares thereof into Stock ;
Share certilia cate.
2. The issue of Certificates to the respective Shareholders of the said Company of their Shares or Stock therein, and the regisiration thereof, and of the addresses of the Shareholders for the purposes of the Company ;
3. The forfeiture or sale of Shares or Stock for non-payment of calls or other liability of the Shareholders : Provided always, that such forfeiture shail not be held to be conclusive against such liable Shareholder until after the actual sale of the Shares declared to be forfeited, or the enforcement of the judgment for the payment of the calls in arrear, as the case may be ;
Setting of debts.
4. The set off of all debts due to the said Company from the Shareholders, against such Shares or Stock, and dividends or payments to which ihey may be entitled ;
5. The transfer of Shares or Stock, and the approval and
Transfers. control by the Directors, of such transfer and of the proposed transferees, and as to the remedy against transferees ;
6. The declaration and payment of profits of the said Com- Dividends. pany, and dividends in respect thereof;
7. The formation and maintenance of a Sinking or Reserve Sinking Fund, Fund;
8. The removal and remuneration of the Directors and of all Officers and such Managers, Agents, Officers, Clerks or Servants of the Servanis. Company, as they shall deem necessary for carrying on the business of the said Company, and the security, if any, to be taken from such parties respectively, for the due performance of their respective duties, and also the indemnity of such parties;
9. The calling of General, Special, or other Meetings of the Meetings of Company and Directors, in this Province or elsewhere, and the Sharelaclders quorum and the business to be transacted thereat, respectively, and Directors. and the number of votes wbich Shareholders shall have in respect of shares held by them, and the mode of taking votes, and regulating proxies of Directors and Shareholders;
10. The making and entering into deeds, bills, notes, agree- Deeds, &c. ments, contracts, charter-parties, and other documents and engagements, to bind ihe Company, and whether under the seal of the Company or not, and wheilier by the Directors, or their agenis, as may be deemed expedient ;
11. The borrowing or advancing of money, for promoting Loans. the purposes and interests of the Company, and the securities to be given by or to the said Company, for the same ;
12. The keeping of minutes of the proceedings, and the ac- Minutes. counts of the said Company, and making the same conclusive and binding on the Shareholders, and rectifying any errors which may be made therein ;
13. The audit of accounts and appointment of Auditors ;
14. The giving of notices by or to the Company ;
15. The recovery of damages and penalties;
16. The imposing of penalties against Shareholders, officers Penalties. and servants of the Company, to an amount not exceeding five pounds for each oflence ;
17. Provided the said By-laws, Rules and Regulations are By-laws not not contrary to the present Act, nor to the laws of this Province, to contravene
Certificates of VIII. The Directors of the said Company shall, from time to
under the Seal of the Company, of the number of shares to
Enforcing IX. In case the said Directors shall deem it more expedient payment of
in any case to enforce the payment of any unpaid instalment, Sharee.
than 10 forfeit or sell the said shares therefor, it shall and may
any Court having civil jurisdiction to the amount claimed ; What only
and in any such action it shall be sufficient to allege that the need be alleg. defendant is the holder of one or more shares (stating the numed and proved. ber of shares) and is indebted to the Company in the sum to
which the calls in arrear may amount, and to maintain such
calls having been duly made, and being in arrear and the Proviso. amount due in respect thereof : Provided that nothing herein
contained shall in any way affect the right of the said Com-
To what pur.
X. The Capital Stock and increase thereof of the said poses only the Capital shall
Company, is hereby directed and appointed to be laid out and be applieil.
applied, in the first place, for and towards the payment, dis-
Company not bound to see to trust on Shares.
XI. The Company shall not be bound to see to the execution of any trust, whether express, implied cr constructive. ic which any of the said Shares may be subject, and the receipt of the party in whose name any such Share shall stand in the books of the Company, shall from time to time be a discharge to the Company for any dividend or other sum of money
payable in respect of such Share, notwithstanding any trust to which such Share may then be subject, and whether or not the Company have had notice of such trust, and the Company shall not be bound to see to the application of the money paid upon such receipt.
XII. When any Share shall have become transmitted in Proof of transconsequence of the bankruptcy or insolvency of any Share- mission of holder, the assignee of such Shareholder shall not be entitled, wise than by and in case of such transmission in consequence of the death regular transor marriage of a female Shareholder, the executors or admin- fer. istrators, tutors, curators or husband, as the case may be, of such Shareholder, shall not, except so far as may be otherwise provided by By-laws, be entitled to receive any profits of the Company, or to vote in respect of such Share as the holders thereof; but, nevertheless, after the production of such declaration or other evidence of such transmission as may be required in that behalf by any By-law of the Company, such assignees, executors or administrators, tutors, curators or husband, as the case may be, shall have power 10 transfer the Share or Shares so transmitted, in the same manner and subject to the same regulations as any other transfer is to be maile.
XIII. At all Meetings of the said Directors, and of those Quorum of hereafter elected by the Shareholders, three shall be a quorum,
Directors. and capable of exercising all the powers of the said Directors.
XIV. The Annual General Meeting of the said Company Annual Geneshall be held in the Office of the Company, in the City of ral Meetings. Montreal, on the first Monday in April in each year, for the purpose of electing Directors and for transacting the general business of the Company : at this meeting, the President of Who shall the Company, or in his absence, the Vice-President, and in preside. absence of both, then one of the Directors, shall take the Chair; and Shareholders may appear in person or by proxy, provided Proxies. the holder of such proxy be a Shareholder in the Company, and each Share in the Company shall give one vote, and if on Votes. any question there be an equality of votes, the Chairman shall have the casting vote.
XV. The Directors elected at the Annual Meeting afore- Election of said shall assemble within one week of their election, and President, &c. shall then elect from amongst themselves, by a majority of votes of those present, a President and a Vice-President; the President, or in his absence, the Vice-President, may call meetings of the Directors as often as occasion may require.
XVI. The Directors of the said Company may act as Directors may Directors in this Province or in the United Kingdom, and shall act either in and may appoint one or more agents in this Province or else- United Kingwhere, and for such time and on such ierms as to them shall dom, and may seem expedient, and the Directors may by any By-law to
made for such purpose, empower and authorize any such agent or agents 10 do and perform any act or thing, or to exercise any powers which the Direciors themselves, or any of then, may lawfully do, perform and exercise, except the power of making By-laws, and all things done by any such agent by virtue of ihe powers in him vested by such By-law, shall be valid and effectual to all intents and purposes as if done by such Directors themselves ; any thing in this Act to the contrary notwithstanding,
XVII. The Directors aforesaid shall have power, if they think be received us fit, to receive, and take into the stock of the said Company, Stock
such s'eamers as may have already been built or acquired by individual Shareholders for the purposes of this Company.
At what valuation.
XVIII. The Directors of the Company shall take the said steamers at the cost or at such valuation as shall be put upon them by persons mutually chosen to decide the same, and such valuation shall be credited to the Shareholders as payment made on account of their stock, but no Shareholder shall be entitled to claim from the Directors any money payment for such steamers so taken into stock of the Company, unless by special agreement to that effect.
Informality in XIX. All acts done by any person or persons acting as election of Director not
Directors, shall notwithstanding there may have been some to invalidate defect in the appointment of any such person or persons, or his acts.
that they or any of them were disqualified, be as valid as if every such person or persons had been duly appointed and was qualified to be a Director.
A Company to XX. In all actions or suits at law by or against the Combe governed
pany, or to which the said Company may be a party, recourse by English Jaws of evje shall be had to the rules of evidence laid down by ihe laws of dence.
England, as recognized by the Courts in Lower Canada, in commercial cases, except for actions for real estate or inciden
tal thereto in Lower Canada, in which case the laws of Lower Witnesses. Canada shall prevail ; and no Shareholder shall be deemed an
incompetent witness either for or against the Company, unless he be incompetent otherwise than as a Shareholder.
XXI. If any Writ of saisie-arret or attachment shall be answer 'n served upon the said Company, it shall be lawful for the Presicases of attachment in dent or for the Secretary, or the 'Treasurer thereof, or any agent their hands. 10 be appointed as herein before provided, in any such case, to
appear in obedience to the said writ, to make ihe declaration by law required according to the exigency of such case, which said declaration or the declaration of the said President, shall be taken and received in all Courts of Justice in Lower Canada as the declaration of the Company.