Copies of By laws to be primâ facie evidence thereof. Who shall be by them to the company; their remuneration and that (if any) of the directors; the time and place for holding the annual and other meetings of the company; the calling of meetings of the company and of the board of directors; the quorum; the requirements as to proxies; the procedure in all things at such meetings; the site of their chief place of business and of any other offices which they may require to have; the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the company; and every copy of any by-law under the seal of the company, and purporting to be signed by any officer of the company, shall be received in all courts of law as prima facie evidence of such by-law. 12. Until the first election of such board of directors, A. first directors. P. Ball, Jacob Sleeper, J. C. Hoadley, Carlos Pierce and Their powers. Albert Knight, shall be a provisional board of directors, with Company may establish places of bu power to open stock books, to purchase property, issue and assign shares of stock in payment therefor, which shares so issued shall be considered to be fully paid shares, to convene general meetings of the company at such time and place as they shall determine, and generally to do and perform all matters and things which any other board of directors is empowered to do, and any other acts necessary and proper to be done to organize the company and conduct its affairs. 13. In addition to their ordinary place of business within this Province, the Company may establish and have any place siness in Great or places of business in Great Britain or in the United States of America, and may, at any one thereof, order, direct, do, and transact their affairs and business, or any thereof, in such manner as may be prescribed by their by-laws or by resolution. of the board of directors. Britain and the United States. Company not tees. 14. The company shall not be bound to see to the execu liable as Trus- tion of any trust, whether express, implied or constructive, in respect of any share or shares, and the receipt of the person in whose name the same shall stand in the books of the company, shall be a discharge to the company for any dividend or money payable in respect of such share or shares, whether or not notice of such trust shall have been given to the company; and the company shall not be bound to see to the application of the money paid upon such receipt. Liability of defined. 15. The shareholders of the company shall not, as such, be shareholders held responsible for any act, default, or liability whatsoever of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the company, beyond the amount of calls, if any, remaining unpaid on their shares in the stock thereof; Provided, however, that the stockholders of the Company shall be severally individually liable pro rata to the amount of stock Proviso: : as to debts to laborers. stock held by them respectively for all debts that may be due and owing to all or any of their laborers for services performed for such corporation. acts of their 16. All contracts, promissory notes, bills of exchange, and Company engagements, made on behalf of the company by the bound by the directors, officers, agents, or servants thereof, in accordance with servants. their powers under the by-laws, or by vote of the company, shall be binding upon the company, and in no case need the seal of the company be affixed thereto, nor shall such directors, officers, agents or servants thereby become individually liable to any third party therefor; but the company shall issue no May not issue bank note or note to circulate as money. bank notes. may be competent witnes 17. Any description of action may be prosecuted and Prosecution of maintained between the company and any person or corpora- actions; who tion whatever, whether he or she be a shareholder or otherwise, and no shareholder, not being himself a party to such action, ses. shall be incompetent as a witness therein. 18. The company shall not commence operations under Company may this Act until at least ten per centum of the amount of their not commence capital stock shall have been paid in. operations before 10 per cent. of stock 19. This Act shall take effect immediately, and shall be is paid in deemed and be a Public Act. Public Act. CAP. CXXII. An Act to incorporate the Lévis Mining Company of [Assented to 30th June, 1864.] W HEREAS the persons hereinafter named have by peti- Preamble. tion represented that they desire to engage in the business of exploring for, mining, manufacturing, and disposing of copper and other ores, in the Province of Canada East, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for the passing of an Act to that end; and whereas it is expedient that such prayer be granted: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: Incorporation. 1. J. Jobin, F. X. Thompson, L. Cloutier, P. Lefrançois, L. Frechette, J. G. Gagnon and O. Begin, together with all such other persons as shall become shareholders in the Company hereby constituted, shall be and they are hereby made a body corporate and politic, by the name of "The Lévis Mining Corporate Company of Canada East." name. Business of 2. The Company may carry on the business of exploring for, the company. mining, smelting, manufacturing, and selling copper and other Real property ores and metals, and for these purposes may acquire and hold by purchase, lease, or other legal title, such lands or mining rights in lauds in Canada East, not at any time exceeding two thousand acres in superficies, and construct and maintain such buildings and machinery and other improvements thereon, and sell and dispose of the same, and acquire others in their stead, as the company may deem to be for its advantage, and may acquire any royalty or percentage payable for the privilege of mining, smelting or manufacturing copper or other ores and metals; Provided, however, that the acquisition of any such royalty or percentage shall not entitle the company to carry on any mining, smelting, or manufacturing operations beyond the limits of Canada East. Proviso. Capital stock. Proviso, Calls on stock 3. The capital stock of the company shall be the sum of fifty thousand dollars, divided into shares of not less than fifty dollars each, and may be from time to time increased, as the wants of the company require, by vote of the stockholders at a meeting of the company called for the purpose, to an amount not exceeding two hundred thousand dollars in the whole ; Provided always, that no such increase of stock shall be made until after the whole amount of the original stock of the company shall have been bonâ fide paid in. 4. The capital stock shall be paid by the subscribers there for when, where, and as the directors of the company shall require, or as the by-laws may provide, and if not paid at the day required, interest at the rate of six per centum per annum shall be payable after the said day upon the amount due and Forfeiture of unpaid; and in case any instalment or instalments shall not be stock for non- paid as required by the directors, with the interest thereon, payment. after such demand or notice as the by-laws prescribe, and within the time limited by such notice, the directors may, by vote reciting the facts and duly recorded in their records, summarily forfeit any shares whereon such payment is not made, and the same shall thereupon become the property of the company, and may be disposed of as the by-laws or votes of the company may provide. Stock to be personalty: how assignable. Votes. 5. The stock of the Company shall be deemed personal estate, and be assignable in such manner only, and subject to such conditions and restrictions as the by-laws prescribe; but no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 6. At all meetings of the Company, every shareholder, not being in arrear in respect of any instalment called for, shall be entitled to as many votes as he holds shares in the stock of the Company; and no shareholder being in arrear shall be entitled to to vote; and all votes may be given in person or by proxy; Proxies. 7. The affairs of the Company shall be administered by a Directors. Board of not less than five, and not more than seven Directors, being severally holders of at least four shares of stock, who Qualification. shall be elected at the first general meeting, and thereafter Election. at each annual meeting of the Company, to hold office until their successors are elected, and who (if otherwise qualified) may always be re-elected, and four members of such Board, until Quorum.. otherwise provided by the by-laws, shall be a quorum thereof; and in case of the death, resignation, removal or disqualification Vacancies. of any Director, such Board, if they see fit, may fill the vacancy until the next annual meeting of the Company, by appointing any qualified shareholder thereto; but a failure to elect Direc- Provision in tors, or any failure of Directors, shall not dissolve the Corpora- case of failure tion, and an election may be had at any general meeting of the to elect. Company called for the purpose; Provided, always, that voting Proviso. by proxy shall not be allowed at any meeting of the Board of Directors. 8. The board of directors shall have full power in all things Powers of to administer the affairs of the company, and make or cause to directors. be made any purchase and any description of contract which the company may by law make; to adopt a common seal; to Making Bymake from time to time any and all by-laws (not contrary to laws for cerlaw or to the votes of the company,) regulating the calling in tain purposes. of instalments on stock, and payment thereof; the issue and registration of certificates of stock; the forfeiture of stock for non-payment; the disposal of forfeited stock and the proceeds thereof; the transfer of stock; the declaration and payment of dividends; the appointment, functions, duties, and removal of all 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; the time and place for holding the annual and other meetings of the company; the calling of meetings of the company and of the board of directors, the quorum, the requirements as to proxies, the procedure in all things at such meetings, the site of their chief place of business and of any other offices which they may require to have, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the company; but every such by-law, By-laws must and every repeal, amendment and re-enactment thereof, shall be confirmed have force only until the next annual meeting of the. company, ers. unless confirmed at some general meeting of the company; and every copy of any by-law, under the seal of the company, and Proof of Bypurporting to be signed by any officer of the company, shall be received in all courts of law as prima facie evidence of such by-law. by stockhold laws. Enforcing payment of calls by action. Proof. Liability limited. Property of 9. The company may enforce payment of such calls and interest, by action in any competent court of law, and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of such calls and the amount of each, whereby an action hath accrued to the company under this Act; and a certificate under their seal, and purporting to be signed by an officer of the company, to the effect that the defendant is a shareholder, and that such call or calls have been made, and that so much is due by him, and unpaid thereon, shall be received in all courts of law as prima facie evidence to that effect. 10. No shareholder of the said company shall be held in any manner liable for the payment of any debt or claim due by the said company to any amount exceeding that of the share or shares which he may hold in the capital stock of the said corporation. 11. All and every the property and effects, real and personal, belonging to the association at the time of the passing of this Act, or which they may hereafter acquire, and all debts due to the said association, and all claims which they may hold at the said period, shall be and they are hereby transferred to and vested in the company; and the said company shall, in like manner, be liable for all the debts due by the said associaPresent Direc- tion, and for all claims existing against it; and the admitors continued nistrators of the said association at the time of the passing of this Act shall be the directors of the said corporation, to all intents and purposes, as though they had been elected in virtue of this Act, until their successors shall have been elected in the manner hereinbefore provided. in office. 12. Until the first election of such board, the said J. Jobin, F. X. Thompson, L. Cloutier, P. Lefrançois, L. Frechette, J. G. Gagnon and O. Begin, shall be a provisional board of directors of the company, with power to fill vacancies, to open stock books, assign stock, make calls for and collect instalments, issue certificates and receipts, convene the first general meeting of the company, at such time and place within this Province as they shall determine, and to do other acts necessary or proper to be done to organize the company and conduct its affairs; provided, always, that notice of all meetings of the company shall be given in two newspapers published, one in the French language and the other in the English language, in Canada East aforesaid, and also in the Canada Gazette, at least fifteen days before the holding of such meeting. |