Limit of liability. Provisional Direct ors. First general meeting. Directors. (INCORPORATION). 3. No shareholder in the Company shall be in any manner liable or charged with the payment of any debt or demand due by the said corporation beyond the amount of his, her, or their subscribed shares or share in the capital stock of the said corporation. 4. The said Peter Curran Dunlevy, Joseph Edward Boss, and Duncan Edward Campbell shall be the Provisional Directors of the said Company to obtain subscriptions for stock and organize the said Company. 5. So soon as ten thousand dollars of the capital has been subscribed and ten per cent. thereof has been paid up, the shareholders shall proceed to the election of a Board of Directors for the said Company, and the Provisional Directors, or a majority of them, shall call a meeting of the shareholders for that purpose, first giving two weeks' notice thereof to the shareholders. 6. The Board of Directors shall consist of five Directors, who shall be elected at the meeting to be called as provided for in the preceding section, each of whom shall be a shareholder of not less than ten shares, such election, and every question to be decided at such election, shall be decided by a plurality of votes of the stockholders present in person or represented by written proxy; each share to have one vote. The Directors so chosen shall immediately elect one of their own number to be President, which President and Directors shall continue in office for one year, and until such others shall be chosen to fill their places; and if any vacancy shall at any time happen by death, resignation, or otherwise during the said year in the office of President or Directors, the remaining Directors shall supply such vacancy for the remainder of the year, and the election of Directors shall take place annually, either on the anniversary of the day of the first election of Directors, or such other day as may be fixed by by-law as hereinafter mentioned. 7. If the election of Directors be not made on the day appointed by ment of directors not this Act, the Company shall not for that reason be dissolved, but the stockholders may hold the election on any other day in the manner provided for by any by-law passed for that purpose, and all acts of Directors, until their successors are appointed, shall be valid and binding on the Company. Default in appoint to dissolve the com pany. Power to make bylaws. 8. The Directors shall have full power to make all by-laws for the management of the Company, the acquirement, management, and disposition of its stock, property, and effects, and of its affairs and business, the entering into arranagements and contracts with any person or persons, the declaration and payment of dividends out of the profits of the said Company, the form and issuing of share certificates and the transfer of shares, the calling of special and general meetings (INCORPORATION). of the Company, the appointment, removal, and remuneration of all officers, agents, clerks, workmen, and servants of the Company; the fares to be received from persons transported over the said tramways, or any part thereof, and the remuneration for the carriage of any ores, goods, chattels, or effects over the said tramways, and in general to do all things that may be necessary to carry out the objects and exercise any powers incident to the Company. 9. The Directors of the Company may from time to time increase Power to increase capital stock. the capital of the said Company for such amount or amounts as occasion may require, and also to raise or borrow for the purpose of the Company, by the issue of bonds or debentures in sums of not less than one hundred dollars each, and on such terms and credit as they may think proper, and may pledge or mortgage all the property, tolls, and income of the said Company, or any part thereof, for the repayment of the moneys so borrowed, and the interest thereon, and the said bonds when issued shall be a first charge on the tramways and the rolling stock and chattels belonging to the Company: Provided always, that the consent of a majority in value of the stockholders of the Company, present or represented by proxy, shall be first had and obtained at a special meeting to be called and held for either or both of the purposes aforesaid. 10. So soon as the said Board shall have been elected in manner Commencement. aforesaid, the Company may commence operations and exercise the powers hereby granted, but the Company shall commence within three years from the first day of April, 1891. a tramway. 11. The Company are hereby authorized and empowered to con- Power to construct struct, maintain, complete, and operate a single, or double, or other aerial, or other tramways, with the necessary side-tracks and turn-outs, for the passage of cars, teams, carriages, and other vehicles adapted to same, and to build bridges and erect telegraph and telephone poles upon and along and above such lands and highways in West Kootenay District, in the said Province, lying between the Hot Springs Mining Camp, or any other point within five miles of same, and any point or points on Kootenay Lake, or between the Goat River Mining Camps and any point or points on Kootenay River, or both, subject in so far as the same passes over or along any highways between the said points to the supervision of the Chief Commissioner of Lands and Works for the time being of the said Province, who shall fix the location of the tramways over the said highways between the said points, and direct the paving, macadamizing, repairing, and grading of such highways, and the construction, opening up, and repairing of ditches or drains along or across the said highways, and to take, transport, and carry Power to enter on lands. Arbitrators. Award of arbitrators to be final. Meeting of arbitrators. (INCORPORATION). passengers and ore, minerals and freight upon the same, by the force or power of animals, or such steam, electric or other motive power as the Company may deem expedient. 12. It shall be lawful for the Company, their servants, agents, and workmen, from time to time, and at all times hereafter, as they shall see fit, and they are hereby authorized and empowered to enter into and upon the land of any person or persons, bodies politic or corporate, lying between the Hot Springs Mining Camp or any other point within five miles of same, or any point or points on Kootenay Lake, or between the Goat River Mining Camps and any other point or points on Kootenay River, or both, and to survey, set out, and ascertain such parts thereof as they may require for the said works, and to contract with the owners and occupiers of the lands lying between the said points, and those having any interest in same for the purchase of the same, or of any part thereof, or of any privilege that may be required for the purposes of this Act, and for the right to take timber, stone, gravel, sand, and other materials from the aforesaid lands, or any lands adjacent thereto, for the use and construction of the said works; and in case of disagreement between the Company and the owners and occupiers of the said lands respecting the amount of the purchase money, or value thereof, or as to the damages any appropriation shall cause to them through the construction of the said tramways, the same shall be decided by three arbitrators to be appointed as hereinafter mentioned, namely: The Company shall appoint one, the owner or owners shall appoint another, and the two such arbitrators shall, within ten days after their appointment, appoint a third arbitrator; but in the event of such two arbitrators not appointing a third arbitrator within the time aforesaid, one of the Judges of the Supreme Court of British Columbia shall, on application of either party, appoint such arbitrator. In case any such owner or occupant shall be an infant, married woman, or insane, or absent from this Province, or shall refuse to appoint an arbitrator on his or her behalf, then it shall be the duty of one of the Judges of the Supreme Court of British Columbia, on application being made to him for that purpose by the Company, to nominate and appoint three indifferent persons as arbitrators. The arbitrators to be appointed as herein before mentioned shall award, determine, adjudge, and order the respective sums of money which the Company shall pay to the respective persons entitled to receive the same, and the award of the majority of the said arbitrators shall be final. And the said arbitrators shall be, and they are hereby required to attend at some convenient place at or in the vicinity of the said Hot Springs Mining Camp, or within five miles thereof (or such other place as may be mutually agreed upon between the parties) to be appointed by the Company after eight days' notice given for (INCORPORATION). that purpose by the Company, then and there to arbitrate and award, The lands which shall be ascertained, set out, or appropriated by the Company for the purposes thereof as aforesaid, shall thereupon and so long as they comply with the provisions of this Act, be vested in the Company, and it shall be lawful for the Company to construct, erect, and maintain in and upon said lands such works as may be requisite for the undertaking. solidation Act, 13. The "Land Clauses Consolidation Act, 1845," as modified by Application of the "Vancouver Island Land Clauses Consolidation Act, 1863," shall "Land Clauses Con not apply, but the following sections of the "Land Clauses Consolidation 1845." Act, 1845," Imperial Statutes, shall be read with and as part of the Act so far as the same may be applicable, and except in so far as such sections, or any of them, may be varied or modified by the provisions of this Act, or are repugnant thereto: sections 26, 29, 30, 31, 32, 33, 34, 36, 37, 69, 70, 71, 72, 73, 74, 76, 78, and 79, but in section 69 in lieu of the word "Bank" and the next following words there shall be read the "Treasury of British Columbia, to the account of the District Registrar of the Supreme Court of British Columbia," and in section 70 and said subsequent sections in lieu of the words "Court of Chancery in England" there shall be read the "Supreme Court of British Columbia," and in sections 71, 73, and 76 in lieu of the word "Bank" there shall be read the "Treasury of British Columbia, to the account of the District Registrar of the Supreme Court of British Columbia." 14. The stock of the Company shall be deemed personal estate, and Stock to be deemed shall be transferable in such way as the Directors shall by by-law personal estate. direct. 15. The Company may purchase, lease, hold, or acquire and transfer Power to hold real any real or personal estate necessary for carrying on the operations of or personal estate. the Company under this Act. Fares. What by-laws the (INCORPORATION). 16. The fare shall be due and payable by every passenger on entering the car or other conveyance, and any persons refusing to pay the fare when demanded by the conductor or driver, and refusing to quit the car or other conveyance, shall be liable to a fine of not more than twenty dollars, besides costs, recoverable before any two Justices of the Peace, or any Police Magistrate or Stipendiary Magistrate in the said Province. 17. The Company may in general meeting pass such by-laws as Company may pass they might or could do if incorporated under Part I. of the "Companies' Act" (Imperial), and any such by-laws shall have the like force and effect as if this Company had been so incorporated, and had duly passed same. VICTORIA, B. C.: Printed by RICHARD WOLFENDEN, Printer to the Queen's Most Excellent Majesty. |