LACOOTE LAKE RIVER DRIVING COMPANY.

16th VICTORIA-CHAPTER 66.

An Act to incorporate the Lacoote Lake River Driving

Be it enacted, &c.-1. William Todd, Junior, George A. Boardman, Henry S. M'Allister, Robert M. Todd, John M'Adam, George F. Todd, William T. Rose, H. F. Eaton, and Nehemiah Marks, their associates and successors, shall be and they are hereby constituted a body corporate, by the name of "The Lacoote Lake River Driving Company," and shall have all the powers and privileges incident to a Corporation by Act of Assembly of this Province, for the purpose of clearing and improving the west branch of Palphrey Brook from the mouth into Lacoote Lake, so called, to facilitate the driving of logs and timber thereon.

2. The said Company shall have power and authority by themselves or their superintendents and workmen, to enter in and upon, and occupy for that purpose, any lands bordering on said brook, as shall be necessary for constructing sluices, erecting dams, and making such other improvements on the said brooks, rivers, or lakes, as may be required to facilitate the driving of logs and timber thereon, doing no unnecessary damage thereto.

3. The said Company, or such person or persons as they shall from time to time appoint as toll collectors, are hereby authorized to demand and receive toll of and from the persons having charge of any timber, saw logs, or other lumber passing along the portion of the said brooks, rivers, or lakes so improved; which tolls shall be regulated and established by the said Company, and confirmed by the Justices of the Peace for the County of York in General Sessions assembled; and the toll

collectors shall be and they are hereby authorized not to permit the passage of any timber, saw logs, or other lumber until the tolls fixed by the Company and so confirmed as aforesaid are first paid; and provided any timber, saw logs, or other lumber should pass along the portion of the said brooks, rivers, or lakes, so improved, and if the owner or owners thereof shall refuse or neglect to pay the tolls to be fixed by the provisions of this Act, then and in such case the said owner or owners shall be liable to double the amount of such toll; provided always, that if one Nehemiah Marks, the owner of a large quantity of land bordering on the said west branch of Palphrey Brook, shall pay one third of the expense of clearing out that portion of said brook which runs through his said land, the said amount to be determined upon and fixed by the Justices of the Peace in and for the County of York in General Sessions, in case the parties cannot themselves agree upon the same, then any timber or lumber taken off said land and placed on such brook and driven by the owner thereof, shall be exempt from the payment of any such tolls.

4. The capital stock of the said Corporation shall be seven hundred and fifty pounds of the current money of the Province of New Brunswick, and shall be divided into sixty shares of twelve pounds ten shillings each, to be paid at such times and in such instalments as the business of the said Company shall require; provided that twenty five per centum of the capital stock of the said Company, amounting to one hundred and eighty seven pounds ten shillings, shall be actually paid in and invested in the business of the said Corporation within two years after the passing of this Act; and provided also, that the said Corporation shall not be entitled to purchase any property, real or personal, or incur any debts until said twenty five per centum of the said capital stock shall have been paid in.

5. The first meeting of the said Corporation shall be held at Saint Stephen, and shall be called by William Todd, Junior, or in case of his death, neglect, or refusal, by any two of the said Company, by giving notice in any Paper printed in the County of Charlotte, or in the Royal Gazette, at least twenty days previous to such meeting, for the purpose of establishing bye laws, choosing five Directors, and such other officers as may be necessary for the management of the affairs of the said

Company; which Directors and officers so chosen shall serve until the first annual meeting, or until others are chosen in their stead, and shall have full power and authority to manage the concerns of the said Corporation, subject to the rules and regulations hereinafter provided; provided always, that so soon as the said capital stock of seven hundred and fifty pounds shall have been paid in and expended for the purposes of this Act provided, it shall and may be lawful for the said stockholders, at any general meeting to be called for that purpose, to increase the said capital stock from time to time, in such sum or sums as they may deem expedient, to a sum not exceeding five thousand pounds, which additional capital stock shall be divided into shares of twelve pounds ten shillings each.

6. A general meeting of the stockholders of the said Corporation shall be held on the first Monday in April in each and every year, for the purpose of choosing five Directors, and such other officers of the said Corporation as may be deemed necessary for their affairs; which Directors so chosen shall remain in office for one year, or until others are chosen in their place, and shall at their first meeting after due election choose one of their number President of such Company; provided always, that not less than three Directors do form a quorum for the transaction of business, and in case of the absence of the President the Directors shall have power to appoint one of their number Chairman for the occasion.

7. No person shall be eligible as a Director unless such person is a stockholder, and holds not less than four shares of the capital stock of the said Corporation, and is of the full age of twenty one years.

8. The number of votes to which each stockholder shall be entitled on every occasion when in conformity to the provisions of this Act the votes of the said stockholders are to be given, shall be in proportion of one vote for each share of stock, and absent stockholders may vote by proxy, provided such proxy be a stockholder, and produce sutficient authority in writing.

9. The shares in the said Corporation shall be assignable and transferable according to such rules and regulations as may be established in that behalf, but no assignment or transfer shall be valid or effectual unless entered or registered in a book to be kept for that purpose, and in no case shall any

fractional part of a share, or other than a complete share or shares, be assignable or transferable; and when any stockholder shall transfer in manner aforesaid all his stock or shares in the said Company, he shall cease to be a member of the said Corporation.

10. If it should happen that the said Directors or other officers should not be chosen on the said first Monday of April in any year as aforesaid, it shall and may be lawful to choose them on any other day, between the hours of ten in the forenoon and six in the afternoon of such day, on giving twenty days notice of such meeting by personal notice, or by notice in writing sent by mail, or by publication in any Newspaper printed in the County of Charlotte; and in case any Director shall be removed by the stockholders for misconduct, neglect, or mal-administration, his place shall be filled by the stockholders, twenty days notice of the time and place of meeting for such purpose being first given as last aforesaid; and in case of any vacancy among the Directors by death, resignation, absence, or disqualification by sale or transfer of stock, then and in either such case the said Directors shall and may fill up such vacancy by choosing one of the stockholders; and the person so chosen by the stockholders or Directors shall serve until another is chosen in his stead.

11. The joint stock and property of the said Company shall alone in the first instance be responsible for the debts and engagements of the said Company, and no creditor, or persou or persons having any demands against the said Company for or on account of any dealings with the said Company, shall have recourse against the separate property of any shareholder on account thereof, except in case of deficiency, or when the joint stock of the said Company shall fall short of or not be equal to the payment of any debt, due, or demand against the same, or upon nulla bona being returned on any execution issued against the goods and chattels of the said Company, then and in either such case the goods and chattels, lands and tenements of each shareholder shall and may be levied upon and seized respectively to satisfy such debt or demand, to the extent of double the amount of the share, or shares, or interest of such shareholder in the joint stock of the said Company, but no more, and such double amount, or so much as may be

necessary to satisfy such debt, due, or demand, shall and may be levied and seized by process of execution in the same suit in which such debt, due, or demand may be recovered against the said Company.

12. Each and every shareholder in the said Corporation shall be held liable to the said Company for each and every call or assessment made (not however to exceed in amount the stock so subscribed for) for the purpose of enabling the said. Company to pay the debts and engagements of the said Corporation, or to carry on the operations of the said Company for which it is incorporated, and shall and may be sued for by the said Corporation, and recovered in any Court of Record within this Province.

13. All the shares in the said Company shall be numbered in progressive order, beginning at number one, and every member of the said Company shall have a certificate under the seal of the said Corporation, and signed by the President and Secretary thereof, certifying his property in such shares as shall be expressed in the certificate.

14. The said Company shall have power to levy and collect upon the shares from time to time, such sum or sums of money as shall be judged by such Corporation necessary for the payment of any debts of the said Corporation, and for the purchase of such real estate and personal property, and the erecting and building dams, sluices, and other things as may be deemed necessary and requisite for carrying on the business of the said Corporation; and whenever any assessment shall be made by the stockholders of the said Company, it shall be the duty of the Secretary or agent thereof to give notice of such assessment in some Newspaper printed in the County of Charlotte, or in the Royal Gazette, requiring payment of the same within thirty days; and if any stockholder shall neglect or refuse to pay to the Secretary or agent the amount of such assessment upon his shares at the time prescribed, it shall be the duty of the Secretary or agent to advertise all such delinquent shares by public auction, giving at least thirty days notice of the time and place of such sale, and all shares upon which the assessment is not then paid, with interest from the time when such assessment became due, shall be sold to the highest bidder, and after retaining the amount of assessment and interest due