САР. СХХХ. An Act to incorporate the British American Exploring and Mining Association. [Assented to 30th June, 1864.] WHEREAS the persons hereinafter named have, by peti- Preamble. tion, represented that they desire to engage in the business ef exploring for, mining, manufacturing, and disposing of copper and other ores, and of mines and mining locations 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. The Honorable Wm. Pearce Howland, the Honorable Incorporation Wm. McMaster, Lewis Moffat, C. S. Gzowski, David L. Macpherson, James Metcalfe, John Worthington, John Crawford, Dalrymple Crawford, and Edward C. Jones, 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 British American Exploring and Mining Association." name. 2. The company may carry on the business of exploring Business of for, mining, smelting, manufacturing, and selling copper and the Company. other ores and metals, and for these purposes may acquire and hold, by purchase, lease, or other legal title, such lands in this Province as they may deem necessary, and may work and develop such mines wholly or in part, and may 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 Royalties. for the privilege of mining, smelting or manufacturing copper or other ores and metals; Provided, however, that the acquisi- Proviso. 3. The capital stock of the company shall be the sum of Capital and two hundred thousand dollars, divided into shares of five dol- shares. lars each, and may be from time to time increased, as the Provision for wants of the company require, by vote of the stockholders, at a increase. meeting of the company called for the purpose, to an amount not exceeding five hundred thousand dollars in the whole. 4. The capital stock shall be paid by the subscribers there- Interest on for, when, where, and as the directors of the company shall calls unpaid. require, 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 for unpaid; and in case any instalment or instalments shall not be non-payment, paid as required by the directors, with the interest thereon, 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 fact 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, and how assignable. Votes of Proxies. 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 shareholders. 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 vote; and all votes may be given in person or by proxy; provided always the proxy is held by a shareholder not in arrear, and is in conformity with the by-laws. Proviso. Board of Directors. Election. Voting. 7. The affairs of the company shall be administered by a board of not less than five and not more than seven directors, Qualification. being severally holders of at least one hundred share of stock, 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 such directors may vote by proxy, and four members of such board, present in person or by proxy, until otherwise provided by the by-laws, shall be a quorum thereof; and in case of the death, resignation, removal or disqualification 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 directors, or any failure of directors, shall not dissolve the corporation, and an election may be had at any general meeting of the company called for the purpose. Vacancies. Failure to elect. Powers of the 8. The Board of Directors shall have full power in all things to administer the affairs of the company, and make or cause to be made any purchase and any description of contract which the company may by law make; to adopt a common seal; to make from time to time any and all by-laws (not contrary to law or to the votes of the company) regulating the calling in of instalments on stock and payment thereof; the issue and registration of certificates of stock; the forfeiture of stock for non-payment; the disposal or 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 procedures 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 By-laws must and forfeitures admitting of regulation by by-law; and the con- be confirmed. duct in all other particulars of the affairs of the company; but every such by-law, and every repeal, amendment and re-enactment thereof, shall have force only until the next annual meeting of the company, unless confirmed at some general meeting of the company; and every copy of any by-law under the seal Proof of byof the company and purporting to be signed by any officer of laws. company, shall be received in all courts of law as primá the facie evidence of such by-law. 9. Until the first election of such board the said Hon. Wm. Provisional Pearce Howland, Honorable Wm. McMaster, Lewis Moffat, C. Directors. S. Gzowski, David L. Macpherson, James Metcalfe, John Worthington, John Crawford, Dalrymple Crawford, and Edward C. Jones, shall be a provisinal board of directors of the company, five of whom, including one of the two first above named gentle- Quorum and men, shall form a quorum, 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 powers. its affairs; Provided always, that notice of all meetings of the Proviso: noCompany shall be given in some newswaper published in the tice of meetcounty in which the head office of the company is situate, and ings. also in the Canada Gazette, at least fifteen days before the holding of such meeting. 10. In addition to their ordinary place of business in this Places of bu Province, the company may establish and have any place or siness. 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. 11. The company shall not be bound to see to the execu- Company not tion of any trust, whether express, implied or constructive, in bound to see respect of any shares; and the receipt of the person in whose shares. name the same shall stand in the books of the company, shall be to trusts on Limited lia bers. be a discharge to the company for any dividend or money payable in respect of such 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. 12. The shareholders of the company shall not, as such, be bility of mem- 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 their shares in the stock thereof. How contracts ted. 13. All contracts, promissory notes, bills of exchange and may be execu- 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. Seal not required. Not to issue bank notes. Actions be. tween Company and members. When to commence busi ness. Public Act. 14. Any description of action may be prosecuted and maintained between the company and any shareholder thereof, and no stockholder, not being himself personally a party to such action, shall be incompetent as a witness therein. 15. The Company shall not commence operations under this Act until at least ten percentum of the amount of their capital stock shall have been paid in. 16. This Act shall be deemed a Public Act. Preamble. САР. СХХХІ. An Act to incorporate "The Portlock Harbour Mining W [Assented to 30th June, 1864.] HEREAS James C. Vandyke, Alexander Morris, William B. Lambe, James H. Walton, William Overfield and Frederick A. Vandyke, junior, have, by their petition, represented that they, with others associated with them, are desirous of engaging in the business of exploring for, mining, procuring, manufacturing, refining and vending Petroleum Oil, and so forth, 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 to grant such prayer: Therefore, Her Majesty, Majesty, by and with the advice and consent of the Legislative 1. James C. Vandyke, Alexander Morris, William B. Certain perLambe, James H. Walton, William Overfield, Elijah R. Myer sons incorand Frederick A. Vandyke, junior, together with all other porated. persons who shall become shareholders in the company hereby constituted shall be and they are hereby constituted a body politic and corporate, in fact and in name, by the name, style and title of "The Portlock Harbour Mining Com- Corporate "and by that name shall and may sue and be sued, powers. pany," and have all the rights vested in corporations by the Interpretation Act. name and 2. The company may carry on the business of exploring for, Business of procuring, manufacturing, purifying, vending, dealing in, and the Company. disposing of metals, petroleum oils, copper and other ores and minerals in the territory on and near the shores of Lake Huron, and the waters adjacent thereto, and may do all things necessary or convenient thereto not inconsistent with the rights of other parties. same. 3. The company may, by any legal title, acquire and hold May acquire any lands or mining rights necessary and requisite for the lands and sell carrying on of such business, and construct and maintain such and rent the buildings, machinery and other improvements thereon, and may sell and dispose of the same and acquire others in their stead, as the company may deem necessary, or for their advantage, and may acquire any royalties or percentage for Royalties. the privilege of procuring or taking away of oil, ores, metals, minerals, or valuable products from their property, or of manufacturing and vending the same on any lands owned or rented by them. 4. The capital stock of the company shall be the sum of five Capital stock hundred thousand dollars, divided into shares of ten dollars and shares. each, and may be from time to time increased, as the wants of Increase. the company may require, by a vote of not less than twothirds of the shareholders, at a meeting of the company called for the purpose, to an amount not exceeding one million of dollars in the whole; such stock to be paid for and issued as herein provided for the original stock. rear. 5. The capital stock shall be paid for by the subscribers How stock to therefor, when, where, and as the Directors of the Company be paid. shall require, or as the by-laws may provide, and if not paid at Interest on the day required, interest at the rate of six per centum per calls in arannum shall be payable after the said day upon the amount due and unpaid; and in case any instalment or instalments shall not be paid as required by the directors, with the interest thereon, after such demand or notice as the by-laws may prescribe, and within the time limited by such notice, the Directors |