An Act to incorporate The British and Canadian Mining Company of WE [ 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, and of smelting the same on the shores of Lake Superior and elsewhere, by Articles of Agreement entered into at the City of Montreal on the twenty-fifth day of April, one thousand eight hundred and forty-six, 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 Assembly 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, 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 Captain Charles Elliott, R. N., Governor of Bermuda, Certain perCaptain W. Houston, of Langoed Castle, Samuel Ward, John Hanks, C. H. Warner, Charles Sumner, Esquires, Messrs. S. Jaudon & Co. of New York, Thomas A. Stayner and George Desbarats, of Montreal, Esquires, 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 British and Canadian Corporate Mining Company of Lake Superior, and by that name shall and may sue and be sued, implead and be impleaded, answer and be answered unto in all Courts of Law or Equity whatsoever, and shall have uninterrupted succession with a Common Seal, which may by them be changed or varied at their pleasure. II. And be it enacted, That no shareholder in the said Corporation shall be in any manner whatsoever liable for or charged with the payment of any debt or demand due by the said Corporation beyond the amount of his, her or their subscribed share or shares in the Capital Stock of the said Corporation. sons incorporated. name and powers. Stockholders to be liable to their shares the amount of only. Number of shares of Stock of Corporation, Calls on holders of Stock. Certain pro perty vested in Corporation. Corporation may hold real property to extent of £25,000. May explore of finding copper and other ores. III. And be it enacted, That the Capital Stock of the said Company shall be and the same is hereby declared to be twelve thousand five hundred pounds, divided into five thousand shares: Provided always that the said capital may be increased to fifty thousand pounds, as hereinafter provided. IV. And be it enacted, That the calls to be hereafter made on the holders of the said Stock shall be paid by instalments when and in such manner as shall be prescribed by the Directors hereinafter named: Provided also, that nothing herein contained shall exonerate, diminish or relieve any party from existing liability to the said Company, whether the said liability relates to contributions due or to fall due upon Stock already issued, or otherwise, but on the contrary all such liability and contributions shall and may be enforced in the same way, and the said Corporation shall have the same remedy to enforce the payment of calls already made and all other calls and sums now due or called for, as is hereinafter prescribed with respect to future calls and liabilities. V. And be it enacted, That all and every the estate and property, real or personal, belonging to the Association formed under the Articles of Association aforesaid, at the time of the passing of this Act, or which may be subsequently required by them, and all debts or claims due to or possessed by the said Association, shall be and hereby are transferred to and vested in the Corporation hereby established, which shall in like manner be liable to and for all debts due by or claims upon the said Association; and the Trustees of the said Association, at the time of the passing of this Act, shall be Directors of the said Corporation, as if elected under this Act, until their successors shall be elected as hereinafter provided. VI. And be it enacted, That it shall be lawful for the said Corporation to have and hold such lands and immoveable or real property as may be necessary for carrying on the business of the said Corporation, provided the sum invested in real property purchased from private individuals or from the Crown do not at any one time exceed twenty-five thousand pounds; and it shall be lawful for the said Corporation to sell, lease, or otherwise dispose of the said property and estate as they may see fit. VII. And be it enacted, That it shall be lawful for the said Corporation to engage for the purpose in and follow the occupation and business of carrying on exploration for and of finding and getting copper and other ores, metals and minerals, and manufacturing and of disposing of the same for the benefit of the said Corporation, and to do all things necessary for the purposes aforesaid, not inconsistent with the rights of any other parties or with the conditions of any grants or other title under which the said Corporation may hold the lands in which such things are to be done. Corporation may increase to £50,000. currency. VIII. And be it enacted, That if the said sum of twelve thousand five hundred Capital Stock pounds be found insufficient for the purposes of this Act, then and in such case it shall be lawful for the Members of the said Corporation by a vote of not less than two-thirds in number of the Shareholders, representing not less than two thousand five hundred shares, at any General Meeting to be expressly called for that purpose, to increase the Capital Stock of the said Corporation, either by the admission of new members as subscribers to the said undertaking or otherwise, to a sum not exceeding in all the sum of fifty thousand pounds currency, including the said sum of twelve thousand five hundred pounds pounds currency hereinbefore authorized to be raised, in such manner and upon such terms and conditions and under such regulations as shall be approved and agreed upon; and the capital so to be raised by the creation of new shares or otherwise shall be in all respects part of the Capital Stock of the said Corporation; and every Shareholder of such new Stock shall be a member of the said Corporation, and be entitled to all and every the same powers, privileges and rights as the persons who are now Shareholders, in proportion to the interest or number of shares which he may acquire, and to the amount of calls paid thereon, and shall also be liable and subject to the same obligations and stand interested in all the profits and losses of the said undertaking in proportion to the sum that he shall subscribe and pay thereto, as fully and effectually to all intents and purposes whatsoever as if such other or further sum had been originally raised as a part of the said first sum of twelve thousand five hundred pounds; anything herein contained to the contrary notwithstanding. Corporation money from time to time. may borrow IX. And be it enacted, That it shall be lawful for the said Corporation from time to time to borrow either in this Province or elsewhere, all such sum or sums of money not exceeding in all, at any one time, twenty-five thousand pounds currency, as they may find expedient, and to make the bonds, debentures or other securities they shall grant for the sums so borrowed payable either in currency or in sterling with interest, and at such place or places within or without this Province as they may deem advisable, and such bonds, debentures or other securities may be made payable to bearer, or transferable by simple endorsement or otherwise, and may be in such form as the Directors for the time being may see fit; and the said Directors may hypothecate, mortgage or pledge the lands, revenues and other property of the said Corporation for the due payment of the said sums and the interest thereon: Provided always, that such Cor- Proviso. poration shall not be allowed to borrow any part of the said sum of twenty-five thousand pounds until at least one half of the said Capital Stock of the said Corporation herein before authorized be paid up and available for the uses of the Corporation. X. And be it enacted, That the Stock of the said Corporation shall be deemed personal or moveable estate, notwithstanding the conversion of any portion of the funds constituting the same into lands; and at all meetings of the Shareholders held in pursuance of this Act, whether the same be general or special, every Shareholder shall be entitled to as many votes as he shall have Shares in the said Stock, and such vote or votes may be given in person or by proxy; and all questions proposed or submitted for the consideration of the said meetings shall be finally determined by the majority of the votes, except in the case or cases otherwise provided for; and provided also, that no person shall be entitled to vote as proxy at any meetings unless he shall be a Shareholder in the said Corporation, and produce written authority as such proxy in the form prescribed by the Schedule A. XI. And be it enacted, That the shares in the Stock of the said Corporation shall be assignable by delivery of the certificates, to be issued to the holders of such shares respectively, and by assignment in the form of the Schedule B, or in any other convenient form to be prescribed by any By-law of the said Corporation; and that by such assignment the party accepting such transfer shall thenceforth become in all respects a member of the said Corporation in respect of such share or shares in the place of the party so transferring the same; but no such transfer shall be valid or effectual until all calls or instalments due on the shares purporting to be transferred shall Property vesttors for time ed in Direc being. Directors may establish offi ces in London, Liverpool and &c. for certain in New York, purposes. shall have been fully paid up and discharged; and a certified copy of such transfer extracted from the proper book of entry, and purporting to be signed by the Clerk, or other officer of the said Company duly authorized thereto, shall be sufficient primá facie evidence of every such transfer, in all Courts in this Province. XII. And be it enacted, That the Directors of the said Corporation shall have power and authority to establish and have a place of business or office in the Cities of London and Liverpool in England, and New York, Boston, Philadelphia and Detroit in the United States of America, and to open books of subscription in all or any of the said Cities for the stock of the said Corporation, and to receive their subscriptions for the said stock, transferable there, respectively, and to make all such instalments called thereon, and dividends declared thereby, payable there, respectively. And the said Directors shall also have power to name one or more Agent or Agents or Commissioners in all or any of the aforesaid Cities, for all or any of the purposes aforesaid, and to allow to such Agent or Agents or Commissioners, a reasonable remuneration for May prescribe his or their services, and all other necessary expenses of the said Office and Offices; and it shall also be competent for the said Directors to make all such rules and regulations, and to prescribe all such forms as to them may seem meet for the better and more satisfactorily managing and conducting the affairs and business of the said Corporation in all or any of the Cities aforesaid, and for facilitating and rendering effectual the subscription for and transfer of and payments upon the said stock respectively, and for all other purposes connected therewith and incidental thereto : Provided always, that the said Directors may make By-laws prescribing the mode in which any shares of the stock in all or any or either of the said Cities may be made shares in Canada, or whereby any shares of the stock in Canada may be made shares in England or in the United States aforesaid. forms, &c. for the same. Proviso. Directors of Corporation to be elected to manage its affairs. a quorum. Proviso: Ma jority of Di rectors to be present at passing of By laws for rais ing money, &c. XIII. And be it enacted, That for managing the affairs of the said Corporation, there shall be from time to time elected out of the members of the said Corporation not less than three and not more than five persons, being each a proprietor of not less than one hundred shares of the said Capital Stock, to be Directors of the said Corporation, for ordering, managing and directing the affairs of the said Corporation; and Three to form any three Directors shall form a quorum of the Board, and may exercise all the powers of the Directors: Provided always, that unless at a meeting of the majority of the Directors no By-law, Rule, Resolution or Regulation for raising money or disposing of the real estate of the Corporation, shall be finally passed unless confirmed at the next meeting of the Directors to take place upon due notice given: Provided also, that no Director shall have more than one vote at any meeting of Directors except the President or the Chairman of the meeting for the time being who shall in case of an equal division have the casting vote although he may have given one vote before; and whenever any vacancy shall happen among the Directors by death, resignation, or removal out of the Province, such vacancy shall be filled up until the next General Meeting of the Shareholders in such manner as may be prescribed by any By-law of the CorpoDirectors may ration; and the Directors shall have full power to dispose of such part of the Stock maining Stock of the said Corporation as may remain to be disposed of, or as may from time to time of Corporation. be added to or fall into the general mass either by forfeiture or otherwise on such terms and conditions and to such parties as they think most likely to promote the interests of the said Corporation; and they shall also have full power to make such calls for money from the several Shareholders for the time being as is herein before Proviso. dispose of re provided Agents and Officers, &c. 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 and so many agents, officers and servants of the said May appoint Corporation under them as to 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 Shall declare of the profits of the said Corporation, when and as often as the state of the funds dividends. thereof may permit; may appoint when Special Meetings of the Shareholders shall be held, and determine on the mode of giving notice thereof, and of the manner in which the Shareholders may call or require 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 for the government and control of the May make officers and servants of the said Corporation, and for appointing the Salary or allow- By-laws. ance 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 hereinbefore 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 so ratified and confirmed shall be put And appoint meetings of Corporation. |