I,

SCHEDULE A.

Form of Oath--Arbitrators.

solemnly swear that I will faithfully,

diligently and impartially perform my duty as arbitrator, and that I will in all cases [or in the case between

and

, now] submitted to me, give a true and just award according to the best of my judgment and ability, without fear, favour or affection, of or for any party or person whomsoever: So help me God.

I,

SCHEDULE B.

Form of Oath-Witnesses.

solemnly swear that I will true answer make to all such questions as shall be asked of me as a witness under examination in this case, between

and and that therein I will to the best of my knowledge, information and belief, speak the truth, the whole truth, and nothing but the truth: So help me God.

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty.

Preamble

Incorporation.

Corporate

name.

Object and

ers of Com

pany

55-56 VICTORIA.

CHAP. 72.

An Act to incorporate W. C. Edwards and Co., Limited.

[Assented to 10th May, 1892.]

WHEREAS John Archibald Cameron, of the city of Ottawa, in the county of Carleton, William Cameron Edwards, of the village of Rockland, in the township of Clarence, John Cameron Edwards, of the said city of Ottawa, James Wood, of the village of Rockland aforesaid, Alexander H. Edwards, of the town of Carleton Place, in the county of Lanark, Russell Gordon Edwards and John Allan Cameron, of the city of Ottawa, all of the province of Ontario, have, by their petition, represented that they are desirous of becoming incorporated under the name of W. C. Edwards and Co., Limited, and have prayed that an Act be passed for that purpose, and 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. The persons named in the preamble to this Act, and such persons as become shareholders in the Company hereby incorporated, are hereby constituted a body corporate under the name of "W. C. Edwards and Co., Limited," hereinafter called "the Company."

com

2. The Company may carry on throughout the Dominion general pow. of Canada and elsewhere the business of lumberers, timber merchants and manufacturers of timber and lumber in all its branches, and all other business incident thereto or connected therewith, including the manufacture of furniture, doors, sashes, blinds, and any other articles of which wood shall form ponent part, and also of pulp, wood pulp, and other products from wood or wood materials, and also of bricks of every material, and also the business of wharfingers, shippers and vessel owners; and may, for all or any of the said purposes, purchase, hold, lease or otherwise acquire any licenses to cut timber, timber limits, lands, buildings, docks, works, boats, vessels, vehicles, goods, wares or merchandise and other property, real and personal, movable and immovable, and improve, extend, manage, develop, lease, mortgage, exchange, sell, dis

pose of, turn to account, or otherwise deal in and with the same; and may establish shops or stores on the said lands, and may purchase and vend general merchandise, and carry on farming and stock-raising, and generally do all such other things as are incidental or conducive to the attainment of the above objects;

2. The Company may purchase or otherwise acquire and Purchase of work mines, mineral and mining rights, lands, hereditaments mines, &c. and chattels in the Dominion of Canada, and may crush, smelt, reduce, amalgamate the ore, to render marketable the produce and to develop the resources of the same mines, to crush, smelt, reduce, and amalgamate the produce of any mines whether belonging to the said Company or not;

works.

3. Also may construct or aid in and subscribe towards the Construction construction, maintenance and improvement of roads, tram- of necessary ways, docks, piers, wharves, viaducts, aqueducts, flumes, ditches, quartz mills, mills, ore houses and other buildings and works which may be necessary or convenient for the purposes of the said Company;

4. Also may construct, charter, and employ vessels for the Charter of vespurposes aforesaid, and for the purpose of transporting the sels, &c. produce of the mills, mines and works to any place or places within Canada or elsewhere;

other proper

5. Also may purchase or otherwise acquire any business Purchase of within the objects of the Company, and any lands, property, ty within obprivileges, rights, contracts and liabilities appertaining to the jects of the same; and may let or sublet any property of the Company, Company. and sell or otherwise dispose of the business, property or Power to let, undertaking, or any part thereof, for such considerations as the sub-let or sell Company may think fit, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of the Company;

business.

real estate

6. Nothing herein contained shall be construed as enabling Acquisition of the Company to acquire real estate beyond what is necessary limited. for the carrying on of their business as aforesaid.

certain busi

ness.

3. The Company may also purchase, take over or otherwise Purchase of acquire all or any of the business or businesses now being carried on by the said John Archibald Cameron, William Cameron Edwards, John Cameron Edwards, and James Wood, at the village of Rockland and elsewhere, and the whole or any of the good-will, stock-in-trade, assets and property, real and personal, movable and immovable, of the said John Archibald Cameron, William Cameron Edwards, John Cameron Edwards, and James Wood, subject to the obligations, if any, affecting the same; and may pay the price thereof wholly or Mode of paypartly in cash or wholly or partly in fully paid-up or partly paid-up shares or stock of the Company, or wholly or partly in debentures of the Company, or otherwise; and may also undertake, assume, guarantee or pay all or any of the obligations, liabilities, contracts and engagements of the said business or businesses so carried on by the said John Archibald Cameron, VOL. II-81

ment.

Shares in another company.

Promissory notes, &c.

Proviso.

Power to bor row money.

Issue of debentures.

Amount limited.

Capital stock.

William Cameron Edwards, John Cameron Edwards, and James Wood, and also the obligations affecting the assets and property so purchased from them.

4. The Company may take or otherwise acquire and hold shares in any boom or river improvement company and may sell or otherwise deal in the same.

5. The Company may make, accept, endorse or execute cheques, promissory notes, bills of exchange, warehouse receipts, bills of lading and other negotiable instruments: Provided however, that nothing in this section shall be construed to authorize the Company to issue any note or bill payable to bearer, or intended to be circulated as money or as the note or bill of a bank.

6. The directors of the Company may from time to time, at their discretion, borrow moneys for the purposes of the Company, and secure the repayment of any of the moneys so borrowed, or any other moneys owing by the Company, in such manner and upon such terms and conditions as they see fit, and in particular by the mortgage, pledge, hypothecation or charge of or on all or any of the assets and property of the Company.

7. The directors of the Company, under the authority of the shareholders given at any general meeting called for the purpose, at which meeting shareholders representing at least twothirds in value of the issued capital stock of the Company, which shall not be less than one hundred thousand dollars, are present in person or represented by proxy,-may also, from time to time, create and issue debentures, bearing such rate of interest as is agreed upon, for sums of not less than one hundred dollars each, signed by the president or other presiding officer, under the seal of the Company, and countersigned by the secretary, and payable to bearer or order; and the directors may deliver the said debentures for the purposes set forth in section three of this Act; and the directors may sell or pledge the said debentures for the purpose of borrowing money or of paying or securing the indebtedness of the Company: Provided that the total amount of debentures at any time outstanding shall not exceed four hundred thousand dollars; and the said debentures and interest thereon, if intended to be secured, may be secured by mortgage upon such of the property and assets of the Company as are described in the mortgage deed; and such mortgage deed may give to the holders of the said debentures, or the trustee or trustees for such holders named in such mortgage deed, such powers, powers of sale, rights and remedies as are specified in such mortgage deed.

8. The capital stock of the Company shall be four hundred thousand dollars, divided into shares of one hundred dollars each.

directors.

9. John Archibald Cameron, William Cameron Edwards, Provisional John Cameron Edwards, James Wood and Alexander H. Edwards shall be the first or provisional directors of the Company, and shall hold office as such until replaced by others duly appointed in their stead, and shall have and possess all the powers which are conferred upon directors by The Companies Clauses Act and this Act; and until otherwise ordered by by-law or resolution of the provisional directors, any three of them may call meetings of the provisional directors to be held at the village of Rockland at such times as they determine: Provided that notice in writing, signed by the provisional Notice of directors calling any such meeting, of the date and place of meeting. holding the same, shall be mailed by registered letter to the address of each of the other directors not less than ten days previous to the date of such meeting. A majority of the pro- Quorum. visional directors shall form a quorum.

ers.

10. At any time after the passing of this Act the provisional First meeting directors, or any three of them, may call a general meeting of of shareholdthe shareholders of the Company to be held at the village of Rockland at such time as they determine, for the purpose of passing or ratifying the by-laws of the Company, of electing direc tors and of considering and determining upon any other business specified in the notice calling such meeting; and a notice Notice of in writing, signed by the provisional directors calling any such meeting. meeting, of the date and place of holding the same, mailed by registered letter to the address of each shareholder not less than ten days previously, shall be deemed sufficient notice of such meeting.

number of

11. The directors and provisional directors of the Company Minimum may act notwithstanding any vacancy in their number: Provid- directors. ed that, if the number falls below three, the directors shall not, except for the purpose of filling vacancies, have power to act Exception. so long as the number is below the said minimum.

12. The head office of the Company shall be at the village Head office. of Rockland; but every place in Canada at or in which the Company has an office or place of business open shall be deemed to be a domicile of the Company: Provided that the domicile Proviso. of the Company in Ontario shall be at the village of Rockland aforesaid.

13. Section eighteen of The Companies Clauses Act shall R.S.C., c. 118. not apply to the Company.

OTTAWA Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's

most Excellent Majesty.