Agents and provided for, and to sue for, recover and get in all such calls, whether already made or hereafter to be made, and to cause and declare the said shares to be forfeited to the said Corporation in case of non-payment, on such terms and in such way as they shall see fit to prescribe by any By-law; and in any action to be brought to recover any money due on any call, it shall not be necessary to set forth the special matter in the declaration, but it shall be sufficient to allege that the defendant is a holder of one share or more in the said stock (stating the number of shares) and is indebted to the Corporation in the sum to which the calls in arrear shall amount (stating the number and amount of such calls,) whereby an action hath accrued to the Corporation by virtue of this Act; and it shall be sufficient to maintain such action, to prove by any one witness, that the Defendant at the time of making such call was a Shareholder in the number of shares alleged, and that the calls sued for were made and notice thereof given, in conformity with the By-Laws of the said Corporation, and it shall not be necessary to prove the appointment of the Directors nor any other matter whatsoever; That the said Directors shall and may use and affix or cause to be used and affixed the common seal of the said Corporation to any documents which in their judgment may require the same, and any act or deed bearing such seal, and signed by the President (or by any two Directors) and countersigned by the Secretary, shall be held to be the act or deed of the Corporation; That they may appoint such May appoint and so many agents, officers and servants of the said Corporation under them as to Officers, &c. the said Directors may seem meet, and may fix the salaries and remuneration of such officers, agents and servants; may make any payments and enter into any contracts for the execution of the purposes of the said Corporation, and for all other matters necessary for the transaction of its affairs; may generally deal with, treat, purchase, lease, sell, mortgage, let, release and dispose of and exercise all acts of ownership over the lands, tenements, property and effects of the said Corporation; may institute and defend in the name of the said Corporation all suits at Law; may from time to time displace the officers, agents and servants of the said Corporation, except as hereafter provided; and that they shall and may have power to do all things whatsoever which may be necessary or requisite to carry out the objects of the Corporation, and to vest the present property and funds of the said Association in the Corporation hereby erected: That they shall declare dividends of the profits of the said Corporation Shall declare when and as often as the state of the funds thereof may permit; may appoint when dividends. Special Meetings of the Shareholders shall be held, and determine on the mode of And appoint giving notice thereof, and of the manner in which the Shareholders may call or require Corporation. such Special Meetings to be called; That they shall have power to carry into force all and every the provisions and stipulations contained in the Articles of Agreement in the first section of this Act, referred to with respect to the appropriation and allotment whether conditional or otherwise of the shares of the said Company, and also with respect to all other matters and things in the said Articles of Agreement provided for, not inconsistent with the present Act; And they shall have power to make By-laws May make for the government and control of the officers and servants of the said Corporation, and By-laws. for appointing the Salary or allowance to be made to them, respectively, and shall also have power to make and frame all other By-laws, Rules and Regulations for the management of the business of the said Corporation in all its particulars and details, whether herein before specially enumerated or not, and the same also at any time to alter, change, modify and repeal, which said By-laws, Rules and Regulations shall be submitted for approval, rejection or alteration by the Stockholders at the next General Meeting, or at a Special Meeting to be called by the said Directors, and when and as meetings of so ratified and confirmed shall be put into writing and duly recorded in the minutes of the said Corporation, and be binding upon and observed and taken notice of by all members of the said Corporation; and any copy of the said By-laws, or any of them purporting to be under the hand of the Clerk, Secretary or other officer of the said Company, and having the seal of the Corporation affixed to it, shall be received as Provis of Pre- prima facie evidence of such By-laws, in all Courts in this Province; Provided always, that the Stockholders may, at any General or Special Meeting, appoint such salary or compensation to the President and Directors respectively as to them shall seem reasonable and proper. sident and Directors. First meeting of Sharehold ers when held. Certain perons appointed Directors. XIV. And be it enacted, That the First General Meeting of the Shareholders of the said Corporation shall be held at the Office of the said Corporation in the City of Montreal, (at which place the said Corporation shall have its principal place of business) on the third Thursday of January, one thousand eight hundred and forty-eight; and at such time and place, and on the like day in every year thereafter, the said Shareholders shall elect not less than three nor more than five fit and qualified persons to be Directors of the said Company, in the place and stead of those who shall retire, as prescribed in the next following section; and until such first election, and until they shall respectively retire as aforesaid, the Trustees of the Association. aforesaid, to wit: George Desbarats and Stephen C. Sewell, M. D., Esquires, and the survivors or survivor of them shall be and are hereby declared to be and constituted Directors of the said Corporation; and they shall have and exercise all and every the powers and shall be subject to all and every the clauses, conditions, liability and restrictions imposed on the Directors to be chosen under this Act; Provided always, that in all actions or suits, or other legal proceedings to be brought Proviso: Ser- against the said Corporation, it shall be lawful and sufficient for the Plaintiff or Complainant, or any other party, to cause process to be served at the Office of the said Corporation in the City of Montreal, or personally upon the President, or on any one of the Directors, or on the Secretary of the said Corporation, at any other place; and provided that at the first meeting of the Directors to be holden after the passing of this Act, the said Directors shall choose and elect from among themselves, some one to be President, and also some one to be Vice-President of the said Corporation. vice of Process. Retirement of XV. And be it enacted, That at the First General Meeting of the Shareholders, and at the Annual General Meeting in each year thereafter, two of the said Directors shall retire from office, (the order of retirement of the said Directors to be decided by lot); Directors may provided always that all the Directors so retiring shall be eligible for re-election; and the Directors, immediately after the election at each Annual Meeting, shall choose one of their own number to be President. be re-elected. Failure to hold meeting not to operate disso poration. XVI. And be it enacted, That the failure to hold the said First General Meeting or any other meeting, or to elect such Directors or President, shall not dissolve the said lution of Cor- Corporation, but such failure or omission shall and may be supplied by and at any Special Meeting to be called as the Directors, in conformity with the By-laws of the said Corporation, may see fit to appoint, and until such election of new Directors those who may be in office for the time being shall be and continue in office and exercise all the rights and powers thereof until such new election be made, as hereinbefore provided. clause. XVII. And be it enacted, That the word "Lands" in this Act shall include all Interpretation lands, tenements, and hereditaments, and real or immoveable property whatsoever; and all words importing the singular number or the masculine gender only shall extend to more than one person, party or thing, and to females as well as males, and the word "Shareholder" shall include the heirs, executors, administrators, curators, legatees or assigns of such Shareholder, or any other party having the legal possession of any share, whether in his own name or that of any other, unless the context shall be inconsistent with such construction; and whenever power is by this Act given to do anything, power shall be intended also to do all things which may be necessary to the doing of such thing; and generally all words and clauses herein shall receive such liberal and fair construction as will best ensure the carrying into effect of this Act according to its true intent and spirit. XVIII. And be it enacted, That it shall not be lawful for the said Corporation to commence or proceed with their operations under this Act, unless they shall have first paid up the sum of ten per cent. on the amount of their capital stock. XIX. And be it enacted, That nothing in this Act contained shall in any manner derogate from or affect the rights of Her Majesty, Her Heirs and Successors, or of any person or persons, body politic or corporate, excepting so far as the same may be specially derogated from or affected by the provisions of this Act. 10 per cent. on Capital to be paid up. Rights of Her XX. And be it enacted, That this Act shall be deemed a Public Act, and as such Public Act. judicially noticed by all Judges, Justices and others whom it shall concern, without being specially pleaded. "I, A. B., of SCHEDULE A. FORM OF PROXY. hereby appoint C. D. of to be my Proxy, Form of "and to vote and act for me as such at all Meetings of the Shareholders of The Proxy. Philadelphia and Huron Mining Company, and in my name to do all things with "regard to the business of the said Company, which I may, by law, do by Proxy." "Witness my hand, this day of 18 SCHEDULE B. FORM OF TRANSFER. A. B." I, A. B., for value received, do hereby bargain, sell and transfer to C. D. share (or shares) of the Stock of The Philadelphia and Huron Mining Company, to hold to him the said C. D., his heirs, executors, curators, administrators " and assigns, subject to the same rules and orders, and on the same conditions that I "held the same immediately before the execution hereof. And I, the said C. D., do "hereby agree and accept of the said share (or shares,) subject to the "same rules, orders and conditions." Form of MONTREAL :-Printed by STEWART DERBISHIRE & GEORGE DESBARATS, WH CAP. LXXV. An Act to incorporate The Canada Mining Company. [ 28th July, 1847. ] HEREAS the several persons hereinafter named have by their Petition repre- Preamble. sented that they have associated themselves together with divers others, for the purpose of exploring for and working Mines of Copper and other Ores on the Shores of Lakes Superior and Huron and elsewhere, by Articles of Agreement entered into at the City of Montreal, on the first day of February, one thousand eight hundred and forty-seven, and have raised by subscription the capital necessary effectually to begin their operations, but that they experience great difficulties in carrying out the objects for which they are associated without an Act incorporating them, with the powers hereinafter mentioned, and have prayed that such Act may be passed; Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Asseinbly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That Certain per David Torrance, Andrew Shaw, Theodore Hart, John Glass, Edward Way, Henry porated. Starnes and Henry Chapman, the present Trustees of the Association mentioned in the Preamble to this Act, and their successors, and such and so many other persons or parties as have become or shall become shareholders in the Capital Stock hereinafter mentioned, shall be and they are hereby constituted a Body Politic and Corporate, in fact and in name, by the name of The Canada Mining Company, and by that name shall and may sue and be sued, implead and be impleaded, answer and be an- name and swered unto, in all Courts of Law or Equity whatsoever, and shall have uninterrupted powers. succession with a Common Seal, which may by them be changed or varied at their pleasure. sons incor Corporate II. And be it enacted, That the Capital Stock of the said Corporation shall be Capital Stock twenty-five thousand pounds, and the same hereby is divided into twenty thousand of Corporation. shares, of the value of one pound five shillings each. limited. III. And be it enacted, That no shareholder in the said Corporation shall be in any Liability of manner whatsoever liable for or charged with the payment of any debt or demand due Shareholders by the said Corporation beyond the amount of his, her or their subscribed share or shares in the Capital Stock of the said Corporation. |