Company not

bound te see to trusts on shares.

Liability of

limited.

of America, and may at any thereof, open books of subscription for their stock, and may receive there subscriptions for such stock transferable there respectively, and may make all instalments thereon to be called in, and all dividends thereon to be declared payable there respectively; and at any of such places of business they may order, direct, do and transact their affairs and business, or any thereof, in such manner as may be prescribed by the by-laws.

18. The company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any shares; and the receipt of the person in whose name the same shall stand in the books of the company, shall be a valid and binding discharge to the company for any dividend or moneys payable in respect of such shares, and 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.

19. 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 the calls, if any, remaining unpaid on their shares in the stock thereof.

Contracts, &c.,

Bills, Notes, &c., how to be made.

20. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn, or endorsed, on behalf of the company, by any agent, officer or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company, and in no case shall it be necessary to have the seal of the company affixed to any contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order; nor shall the party so acting as agent, officer or servant of the company, be thereby subjected individually to any liability whatsoever to any third party therefor; Proviso as to provided always that nothing in this Act contained shall be construed to authorize the company to issue any note of a character to be circulated as money or as the note of a bank.

Bank notes.

Actions by or 21. Any description of action may be prosecuted and against share- maintained between the company and any shareholder thereof; and no shareholder, not being himself a party to such action, shall be incompetent as a witness therein."

holders.

When to com

22. The company shall not commence their operations mence opera- under this Act until at least ten per centum on the amount of their capital stock has been paid in; provided always, that

tions.

unless

unless mining operations be commenced under this Act, Forfeiture for within five years from the passing thereof, and continued, bona non user. fide, this Act of incorporation shall be null and void, saving only to the company the power and right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose.

W HEREAS the persons hereinafter mentioned have by Preamble.

petition 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, 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:

1. A. McLean Howard, Jeremiah Carty, Edward Blake, C. Incorporation. Gamble, Edward M. Miles, D. B. Read, John Boxall, Thomas Hodgins, Robert Hay, James Worthington, T. H. Ince, Adam Crooks, Nicol Kingsmill, James Ross, W. H. Smith, Walter S. Lee, W. Hewitt, Henry Graham, John Hector, W. S. Finch, Stewart Wells, C. P. Reid, Benjamin Walton, W. A. Stollery, William T. Aikins, John W. Cox, Wm. H. Dunspaugh, together with all such other persons as shall become shareholders in the company hereby constituted, shall be and they are hereby constituted a body corporate and politic, by the name of " The Corporate Canada Exploring and Mining Company.'

name.

2. The said company may carry on the business of exploring Business of for and mining, smelting, manufacturing and selling copper, the Company. lead and other ores, metals and minerals, within the limits of the Province of Canada, and may do all things necessary to such ends, consistently with the rights of other parties and with the conditions of any title under which the company may hold the land in or upon which such things are to be done.

3. The company may, by any legal title, acquire and hold Real property. any land or mining right on lands in the Province of Canada, necessary or requisite for the carrying on of such business as aforesaid; provided the total price or purchase money thereof, Amount limitso held at any one time, do not exceed one hundred thousand ed. dollars; and they may sell, lease, or otherwise dispose of the

same,

Extent.

Capital stock.
Shares.

Increase.

Stock how assignable.

How stock may be increased.

Proviso.

Votes

Proxies.

Directors.

Election.

Quorum.

same, and acquire others in their stead, as they shall see fit, not at any time exceeding ten thousand acres.

4. The capital stock of the company shall be the sum of twenty thousand dollars, divided into four thousand shares of five dollars each, to be paid for as the directors may decide, and may be increased as hereinafter is provided.

5. The stock of the company shall be deemed personal estate and shall be assignable and transferable in such manner only, and subject to all such conditions and restrictions as shall be prescribed by the by-laws of the company.

6. If the said amount of stock be found insufficient, the company by a vote of not less than two-thirds, at any general meeting called for that purpose, may, from time to time, increase the same, either by the admission of new shareholders, or otherwise, to a total amount of not more than one hundred thousand dollars, and in such case, the new stock shall be paid in upon such conditions, at such time and place, and in such manner, as the company at such meeting shall have ordained, or (in default of express provision to that end, then) upon such conditions, at such time and place, and in such manner as the directors thereafter, by by-law or otherwise, shall ordain, and such new stock shall be in all respects part of the capital stock of the company; and upon such increase of their capital stock, the company, for the purposes of their business only, may acquire and hold real estate to a proportionately increased amount, with power always to sell, lease, or otherwise dispose thereof, as they shall see fit; 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 bona fide paid in.

7. At all meetings of the company, every shareholder shall be entitled to as many votes as he holds shares in the stock of the company; all votes may be given in person, or by proxy.

8. The affairs of the company shall be administered by a board of not less than five and not more than seven directors, who shall be stockholders in the company, who shall be elected at the first general meeting, and thereafter 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 three members of such board shall, until otherwise provided by the by-laws, be a quorum thereof; and in case of the death, resignation, removal or disqualification of any director, the board, if they see fit, may fill the vacancy until the next annual meeting of the company, by appointing any qualified shareholder Failure not to thereto; but a failure to elect directors, or any failure of dissolve cor- directors, shall not dissolve the corporation, but such election poration, may take place at any general meeting of the company duly called for that purpose.

Vacancies.

9. Until the first election of such board, James Ross, James Provisional Worthington, Jeremiah Carty, W. H. Smith, and Henry Graham Directors. (who may select two more directors from amongst the qualified stockholders) shall be the provisional board of directors of the company, with power to fill vacancies occurring therein, to open Powers. stock books, assign stock, to make calls thereon, and grant certificates and receipts therefor, to make provisional by-laws on any matters admitting of regulation under this Act by by-law, such provisional by-laws to have force until the first general meeting of the Company, to convene such meeting, and to do all other acts required to be done in order to the organization of the company, and the conduct of its affairs; provided always that notice of all meetings of the company Notice of shall be given in some newspaper (if any) published in the meetings. county in which the company conducts its business, and also in the Canada Gazette, at least fifteen days before the holding of such meeting.

Directors.

10. The Board of Directors of the Company shall have full Powers of power in all things to administer the affairs of the company, and make, or cause to be made, any description of con- By-laws for tract which the company may by law enter into, and may, from certain purtime to time make by-laws not contrary to law, as to calls and poses. the payment thereof, the issue and registration 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, their remuneration, the time at which and the place where the annual and other meetings of the company shall be held, the calling of meetings, general and special, of the Board of Directors and of the company, the quorum, the requirements as to proxies, and 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 may, from time to time, repeal, amend, or re-enact the same; but every such by-law, and every repeal, amendment By-laws to be or re-enactment thereof, unless in the meantime confirmed at a confirmed. special general meeting of the company called for that purpose, shall only have force until the next annual meeting of the

company, and shall require to be confirmed thereat; and every Proof of bycopy of any by-law under the seal of the company, and pur- laws. porting to be signed by any officer of the company, shall be received as prima facie evidence of such by-law in all courts of law; Provided always that voting by proxy shall not be Proviso. allowed at any meeting of the Board of Directors.

11. In addition to their ordinary place of business in this Places of buProvince, the company may establish and have any place or siness. places of business in Great Britain, or in the United States of

America,

Company not

bound to see to trusts on stock.

Liability of

limited.

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.

12. The company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any shares; and the receipt of the person in whose name the same shall stand in the books of the company, shall be a binding and valid discharges to the company for any dividend or money payable in re pect of such shares, and 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.

13. The shareholders of the company shall not, as such, be shareholders held responsible for any act, default or liability whatever 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 their shares in the stock thereof.

Contracts, &c.

Proviso.

When to commence business.

feiture of

14. All contracts, promissory notes, bills of exchange and engagements made on behalf of the company by the directors, officers, agents, or servants of the company, in accordance with 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 bank note or note to circulate as money.

15. The Company shall not commence operations under this Act, until at least ten per centum of the amount of their capital stock shall have been paid in; Provided always, that Proviso: for unless mining operations be commenced under this Act, within five years from the passing thereof, and be continued bona fide, this Act of incorporation shall be null and void, saving only to the said Company the right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose.

charter by

non-user.

Public Act.

16. This Act shall be deemed a Public Act.

САР.