Preamble Incorporation. Corporate name. CHAP. 120. An Act to incorporate the Canadian Power Company. W [Assented to 23rd June, 1887.] HEREAS it is desirable, for the general advantage of Canada, that a company should be incorporated for the purpose of utilizing the natural water supply of the Niagara and Welland Rivers, with the object of promoting manufacturing industries and inducing the establishment of manufactories in Canada, and other businesses; and whereas the persons hereinafter named, and others, have, by their petition, represented that the incorporation of the Company hereinafter named, with the powers set forth, will effect the aforesaid objects, and also that the contemplated works will interfere with the navigation of the Welland river, and have prayed for the incorporation of the said Company; and whereas 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: 1. James Ross, of Sherbrooke, Quebec, civil engineer, Frank Turner, of Bracondale, Ontario, civil engineer, Harry Symons, of Toronto, Ontario, barrister, Henry C. Symmes, of Niagara Falls South, Ontario, contractor, Charles Patrick, of Cloughford, Manchester, England, esquire, Robert T. Sutton, of Toronto, contractor, and John Bender, of Niagara Falls, Ontario, esquire, and such other persons and corporations as hereafter become shareholders of the said Company, are hereby constituted a body corporate and politic, under the name of "The Canadian Power Company," hereinafter called "the Company," with full power to construct, equip, Power to con- maintain and operate a canal and hydraulic tunnel from some point in the Welland River, at or near its conjunction with the Niagara River, to a point or points on the west bank of the Niagara River, about or north of the whirlpool, with all such works, dams and wing dams, docks, conduits, accessories and buildings as may be necessary to give full effect, to the intent of this Act: Provided however, that none of the works authorized by this Act shall be commencRailways and ed until the plans thereof have been submitted to the Minister of Railways and Canals and his sanction thereto has been obtained. struct canal, &c. Plans to be submitted to Minister of Canals. 2. The said Company are hereby empowered, by means To supply of and through the works aforesaid, to supply manufac- motive power. turers, corporations and persons with water, hydraulic, electric or other power, for use in manufacturing or any other business or purpose, and by means of cables, machinery or other appliances, and at such rates and upon such conditions as may be agreed upon between the said Company and such manufacturers, corporations or persons; and the said Company shall have full power and authority to contract in writing with any company which may have Agreement heretofore erected, or which may hereafter erect, a bridge may be made across the Niagara River, for permission, upon such terms as company. may be agreed upon, to carry one or more wires for electric light or other purposes, upon and over the said bridge towards the United States shore of the Niagara River, and to connect the same with the wires of any Electric Light Company, or other company in the United States, and may also contract with such company to work the said electric light, or other power, jointly. with a bridge directors. 3. From and after the passing of this Act, the said James Provisional Ross, Frank Turner, Harry Symons, Henry C. Symmes, Charles Patrick, Robert T. Sutton and John Bender, with power to add to their number and fill vacancies, shall be and are hereby constituted a board of provisional directors of the said Company, and shall hold office as such until the first election of directors under the provisions hereinafter contained. 4. The said board of provisional directors shall have Their powers. power forthwith to open stock books and procure subscriptions of stock, and to allot the stock, and to receive payment on account of stock subscribed, and to make calls upon subscribers in respect of their stock, and to sue for and recover the same,- and to cause plans and surveys to be made, and to receive for the Company any grant, loan, bonus or gift made to it, or in aid of the undertaking, and to enter into any agreement respecting the conditions or disposition of any gift or bonus in aid of the works, and all such other powers as under "The Railway Act" are vested in ordinary directors; and if at any time a portion of or more Allotment of than the whole stock has been subscribed, the said provisional directors or the board of directors shall allocate and apportion it among the subscribers, as they deem most advantageous and conducive to the furtherance of the undertaking, and in such allocation, the said directors may, in their discretion, exclude any one or more of the said subscribers if, in their judgment, such exclusion will best secure the construction of the said works; and all meetings of the provisional board of directors shall be held at the city of Toronto, or at such other place as may best suit the interests of the Company. stock. Capital stock and shares. 5. The capital of the Company shall be two hundred and fifty thousand dollars, with power to increase the same in manner provided by "The Railway Act," to be divided into five thousand shares of fifty dollars each, and shall be raised by the persons and corporations who become shareholders in such Company; and the money so raised Application. and paid in to the Company shall be applied in the first place to the payment of all costs, charges and expenses of and incidental to the obtaining of this Act, or in promoting the undertaking, and of all expenses for making the surveys, plans and estimates connected with the works hereby authorized; and all the remainder of such money shall be applied to the making, equipment, completion and operating of the said works and the other purposes of this Act, and to no other purpose whatever. First meeting of shareholders. How it may be visional directors do not call it. 6. When and so soon as shares to the amount of fifty per cent. of the capital stock of the Company have been subscribed, and ten per cent. thereon paid into some chartered bank of Canada, having an office in the Province of Ontario, to the credit of the Company, (and on no account to be withdrawn therefrom unless for the service of the Company), the provisional directors shall call a general meeting of the subscribers to the said capital stock who have so paid up ten per cent. upon the amounts subscribed by them, for the purpose of electing directors of the Company. 7. In case the provisional directors neglect to call a meetcalled if pro- ing for the space of three months after fifty per cent. of the capital stock has been subscribed, and ten per cent. thereof so paid up, the same may be called by any five of the subscribers who have paid up twenty per cent., and who are subscribers collectively for not less than ten thousand dollars of the capital stock, and who have paid up all calls thereon. Notice of meeting. Election of directors. 8. In either of the cases last mentioned, notice of the time and place of holding such general meeting shall be given by publication in at least one of the daily newspapers in the city of Toronto, and in a weekly newspaper published in the county of Welland, once in each week, for the space of at least one month, and in the Canada Gazette; and such meeting shall be held in the said city of Toronto, at such place therein, and on such day, and at such hour, as may be named and set forth in such notice. 9. At such general meeting the subscribers to the capital stock, present in person or represented by proxy, who have so paid up ten per cent. in respect of their subscriptions, shall choose not less than seven, nor more than eleven persons to be directors of the Company,-which directors shall constitute a board of directors, and shall hold office until the next annual general meeting, or until other direc tors tors are elected in their stead; and may also make and pass of directors. 10. No person shall be qualified to be a director unless Qualification he is a shareholder holding at least fifty shares of stock in the Company, nor unless he has paid up all calls thereon. of sharehold 11. Aliens, as well as British subjects, and whether resid- Equal rights ent within Canada or elsewhere, may be shareholders ers. in the Company; and all such shareholders shall be entitled to vote on their shares equally with British subjects, and shall also be eligible to hold office as directors in the Company. 12. Thereafter the annual general meetings of the share- Annual genholders of the Company shall be held at such place in the eral meetings. city of Toronto, and on such days, and at such hours, as may be directed by the by-laws of the Company; and public notice thereof shall be given, at least thirty days' previously, in the Canada Gazette, and once in each week, Notice. during the four weeks preceding the week in which such meeting is to be held, in at least one of the daily newspapers published in the city of Toronto, and in a weekly newspaper published in the county of Welland. al meetings. 13. Special general meetings of the shareholders of the Special generCompany may be held at such places in the city of Toronto, and at such times and in such manner, and for such purposes as may be provided by the by-laws of the Company, and after due notice given as provided in the next preceding section. 14. Every person holding one or more shares of the said One vote for capital stock shall, at any general meeting of the share- each share. holders, be entitled to one vote for every share so held. tions may 15. At all meetings of the shareholders of the Company, How corporathe stock held by municipal and other corporations may be vote. represented by such persons as they respectively appoint in that behalf by resolution, under the seal of the corporation, and such persons shall, at such meetings, be entitled equally with other shareholders to vote by proxy; and no share- No vote unless calls are paid. holder shall be entitled to vote on any matter whatever, unless all calls due on the stock held by such shareholder have been paid up at least one week before the day appointed for such meeting. 16. Any meeting of the directors of the Company, regu- Quorum. larly summoned, at which at least three of the provisional directors or of those elected by the shareholders, are present, shall Paid directors. Calls. Limitation. Director may be assigned special duties. Form of deed of land to company. Grants in aid. Contracts for construction of works. Company may to promissory notes, &c. shall be competent and entitled to exercise and use all and every of the powers hereby vested in the said directors; and the said board may employ one or more of their number as paid officers. 17. Calls on the subscribed capital of the Company may be made by the directors, for the time being, as they see fit: Provided, that no calls are made at any one time of more than ten per centum of the amount subscribed by each subscriber, and at intervals of not less than one month; and notice of each call shall be given as provided in section twelve of this Act. 18. Should the shareholders of the Company resolve that the interests of the Company would be best promoted by enabling one or more of the directors to act for the Company in any particular matter or matters, it shall be lawful for the directors, after such resolution, to confer such power upon one or more of their number. 19. Conveyances of land or interests in land to the said Company for the purposes of this Act, made in the form set forth in the schedule hereunto annexed, or to the like effect, shall be sufficient conveyance to the Company, their successors and assigns, of the interest or estate therein mentioned, of all persons executing the same; and such conveyances shall be registered in such manner and upon such proof of execution as is required under the registry laws of Ontario. 20. The Company may receive from any government or municipal council, or from any person or bodies corporate or politic, aid towards the construction, equipment or maintenance of the works authorized under this Act to be undertaken, by way of gift, bonus or loan of money or debentures, or other securities for money, or by way of guarantee. 21. It shall be lawful for the directors to enter into a contract or contracts with any individual or associa tion of individuals, for the construction and equip ment of the works authorized by this Act, or any portion. thereof, and to pay therefor either in cash or bonds, or in paid up stock or otherwise, as may be deemed expedient. 22. The Company may become party to promissory notes become party, and bills of exchange for sums not less than one hundred dollars, and any such promissory note made or indorsed, or any such bill of exchange drawn, accepted or indorsed by the president or vice-president of the Company, and countersigned by the secretary or treasurer, or other proper officer of the Company, and under the authority of a quorum of the directors, shall be binding on the Company; and every such |