1. COMPANIES FOR TRADE, MANUFACTURES, ETC.

CHAP. 156.-Joint Stock Companies, General Clauses, p. 1433.
do by Letters Patent, p. 1443.
158.-Telegraph Companies, p. 1465.
159.-Joint Stock Companies for Roads, p. 1467.

163.- Mining Companies, p. 1533.

164.-Joint Stock Companies for Gas and Water, p. 1535.

do for Steam and Heating, etc., p.1555.

166. Co-operative Associations, p. 1557.

CHAPTER 156.

An Act containing General Provisions applicable to Joint Stock Companies incorporated by Special Act for certain purposes.

COMPANIES TO WHICH ACT APPLIES, CONTRACTS, ETC., OF COMPANY, HOW 8. 4.

MODE OF INCORPORATING THIS ACT NO STOCK TO BE HELD IN OTHER

ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

1. This Act may be cited as "The Ontario Joint Stock Com- Short title. panies General Clauses Act." R. S. O. 1877, c. 149, s. 1.

Meaning of 2. The expression "The Special Act," when used in t expression Special Act." Act, shall be construed to mean any Act incorporating a con pany for any of the purposes herein mentioned, and with whi this Act is incorporated, in manner hereinafter mentioned,-a also all Acts amending such Act. R. S. O. 1877, c. 149, s. 2.

Interpretation.

"The company.'

"The undertaking."

3. Where the words following occur in this Act they sha be construed in the manner hereinafter mentioned, unless contrary intention appears:

1. "The Company" shall mean the company incorporat by the special Act;

2. "The undertaking" shall mean the whole of the wor and business of whatever kind, which the company is auth ized to undertake and carry on;

"RealEstate." 3. "Real estate" or "land," shall include all real esta "Land." messuages, lands, tenements and hereditaments, of any tenu

"Shareholder."

To what companies this Act shall ap

ply.

Manufacturing.

Buildings for certain pur

poses.

Mineral Springs.

Fisheries.

Forwarding.

Gas or water.

Telegraphs.

4. "Shareholder" shall mean every subscriber to or hol of stock in the company, and shall extend to and include personal representatives of the shareholder. R. S. O. 1877, c. 1 s. 3.

4. When not otherwise expressly enacted, this Act shall ply to every joint stock company, subject to the legislat authority of the Legislature of this Province, and incorpora by any special Act passed since the 18th day of M 1861, or hereafter, for any of the following purposes:

1. The carrying on of any kind of manufacturing, sl building, mining, mechanical or chemical business;

2. The erection and maintenance of any building or bu ings to be used in whole or part as a mechanics institute public reading or lecture room, or as a place for hold agricultural or horticultural fairs or exhibitions, or as a p for educational, library, scientific or religious purposes, o a public hotel, or as a place for baths and bath-houses;

3. The opening and using of petroleum, salt or min springs;

4. The carrying on of any fishery or fisheries in this vince, or the waters thereto adjacent, and the building equipping of vessels required for such fishery or fisheries;

5. The carrying on of any general forwarding business, the construction, owning, chartering or leasing of ships, ste boats, wharves, roads, or other property required for the pose of such forwarding business;

6. The supplying of any place with gas or water, or both gas and water;

7. The constructing of any line or lines of telegraph;

transmission

8. The acquiring or constructing, and maintaining of any Works for dam, slide, pier, boom or other work necessary to facilitate the of timber. transmission of timber down any river or stream in this Province, and the blasting of rocks, the dredging or removing of shoals or other impediments, or the improving otherwise of the navigation of such streams for such purpose;

etc.

9. The acquiring or constructing, and maintaining, of any Roads, piers, plank, macadamized or gravelled road, or of any bridge, pier, wharf, dry dock, or marine railway;

and this Act shall be deemed to be incorporated with every This Act to be incorporated such special Act; and all the clauses and provisions of this with special Act unless they are expressly varied or excepted by the Acts incorpospecial Act, shall apply to the company thereby chartered, so nies for the rating compafar as applicable thereto, and shall, as well as the clauses and above purprovisions of every other Act incorporated with the special poses. Act, form part of the special Act, and be construed together therewith as forming one Act. R. S. O. 1877, c. 149, s. 4.

Acts for other

5. For the purpose of incorporating this Act, or any of its How incorpoprovisions with a special Act incorporating a company for rated with purposes other than aforesaid it shall be sufficient in the special purposes. Act, to enact that the clauses of this Act, or such of them as in such Act may be particularly designated to that end, shall be incorporated with the special Act; and thereupon, all such clauses, save in so far as they are expressly varied or excepted by the special Act, shall be construed as if the same were formally embodied and reproduced therein. R. S. O. 1877, c.

149, s. 5.

6. Every company incorporated for any of the above pur- General corposes, under a special Act, shall be a body corporate under porate powers of every such the name declared in the special Act, and may acquire, hold, company. alienate and convey, any real estate necessary or requisite for the carrying on of the undertaking of such company and shall be invested with all the powers, privileges and immunities necessary to carry into effect the intentions and objects of this Act and of the special Act, and which are incident to such Rev. Stat. corporation, or expressed or included in The Interpretation c. 1. Act. R. S. O. 1877, c. 149, s. 6.

7. All powers given by the special Act to the company Powers under shall be exercised subject to the provisions and restrictions be subject to contained in this Act. R. S. O. .1877 c. 149, s. 7.

this Act.

8. The affairs of every such company shall be managed by Board of dia board of not less than three, nor more than nine directors. rectors. R. S. O. 1877, c. 149, s. 8.

tors.

9. The persons named as such in the special Act, shall be First directhe directors of the company, until replaced by others duly named in their stead. R. S. O. 1877, c. 149, s. 9.

Qualification

of directors.

Election of directors.

As to elections

when not

otherwise provided for.

Provision in

of election.

10. No person shall be elected or named as a director thereafter, unless he is a shareholder, owning stock absolutely in his own right and not in arrear in respect of any call thereon; and the major part of the after directors of the company shall, further, at all times, be persons resident in this Province, and subjects of Her Majesty by birth or naturalization. R. S. O. 1877, c. 149, s. 10.

11. The after directors of the company shall be elected by the shareholders, in general meeting of the company assembled, at such times, in such wise, and for such term, not exceeding two years, as the special Act, or, in default thereof, the by-laws of the company, may prescribe. R. S. O. 1877, c. 149, s. 11.

12. In default only of other express provisions in such behalf, by the special Act or by-laws of the company,

1. The election shall take place yearly, all the members of the board retiring, and (if otherwise qualified) being eligible for re-election;

2. Notice of the time and place for holding general meetings of the company shall be given at least ten days previously thereto, in some newspaper published at or as near as may be to the place in which the office or chief place of business of the company is ;

3. At all general meetings of the company, every shareholder shall be entitled to as many votes as he owns shares in the company, and may vote by proxy;

4. Elections of directors shall be by ballot;

5. Vacancies occurring in the board of directors may be filled for the unexpired remainder of the term, by the board, from among the qualified shareholders of the company;

6. The directors shall from time to time elect from among themselves a president of the company; and shall also name, and may remove at pleasure, all other officers thereof. R. S. O. 1877, c. 149, s. 12.

13. If at any time an election of directors is not made or case of failure, does not take effect at the proper time, the company shall not be held to be thereby dissolved; but the election may take place at any general meeting of the company duly called for that purpose; and the retiring directors shall continue in office until their successors are elected. R. S. O. 1877, c. 149, s. 13.

Powers of directors.

14. The directors of the company shall have full power in all things to administer the affairs of the company, and may make or cause to be made for the company any description of contract which the company may by law enter into. R. S. O. 1877, c. 149, s. 14.

divers

15. The directors may from time to time make by-laws By-laws for not contrary to law, or to the special Act, or to this Act, to purposes. regulate—

(a) The allotment of stock, the making of calls thereon, the Stock. payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, the transfer of stock;

(b) The declaration and payment of dividends;

Dividends.

(c) The number of directors, their term of service, the Directors. amount of their stock qualification;

(d) The appointment, functions, duties and removal of all Officers. 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;

(e) The time at which and place where the annual meetings Annual of the company shall be held;

meetings.

(f) The calling of meetings, regular and special, of the board Procedure. of directors, and of the company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings;

(g) The imposition and recovery of all penalties and forfei- Penalties. tures admitting of regulation by by-law; and

(h) The conduct in all other particulars of the affairs of the Miscellaneous. company;

and may from time to time repeal, amend or re-enact the By-laws to be same; but every such by-law, and every repeal, amendment or confirmed. re-enactment thereof, unless in the meantime confirmed at a general meeting of the company duly called for that purpose, shall only have force until the next annual meeting of the company, and in default of confirmation thereat, shall, at and from that time only, cease to have force. R. S. O. 1877, c. 149, 8. 15.

laws.

16. A copy of any by-law of the company, under its seal, Proof of byand purporting to be signed by any officer of the company, shall be received as prima facie evidence of the by-law in all Courts in this Province. R. S. O. 1877, c. 149, s. 16.

17. One-fourth part in value of the shareholders of the Calling special company shall at all times have the right to call a special meetings. meeting thereof, for the transaction of any business specified in such written requisition and in the notice calling the meeting. R. S. O. 1877, c. 149, s. 17.

18. The stock of the company shall be deemed personal Stock to be estate, and shall be transferable, in such manner only, and personalty.