Stock to be personal property and how assign able. When half of the stock is And grant mortgage. Meetings and manner of voting thereat. 7. 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 are by the by-laws prescribed; but no share shall be assignable, except to this Company, until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 8. The Company, from time to time, after at least one-half their stock has been paid in and not sooner, may borrow, in this Province or elsewhere, any sums not exceeding in all one hundred thousand dollars, and may make the bonds, debentures, and other securities they shall grant for such sums, payable in sterling or currency, at such rate of interest, and at such place or places in this Province or elsewhere, as they shall 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 to the Directors of the Company may seem fit; and for assuring payment of any such sums and interest, the Company may thereby hypothecate their real estate or any part thereof, and in such case the enregistration in the proper registry office of such bond, debenture or other security, if not passed before notaries, shall create the hypothèque thereby purporting to be declared. 9. 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 vote---and all votes may be given in person or by proxy; Provided always, the proxy is held by a shareholder, and is in conformity with the by-laws. Board of Di- 10. The affairs of the Company shall be administered by a rectors, how Board of not less than five and not more than seven Directors, elected, and qualification being severally holders of at least one hundred shares of stock, of a Director. 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, unless otherwise provided by the by-laws, may vote by proxy, and a majority of such Board, present in person or by proxy, until otherwise provided by the by-laws, shall be a quorum How a vacan- thereof, and in case of the death, resignation, removal or cy may be filled. 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 shall not dissolve the Corporation; but all proper acts of the said Directors shall be valid and binding as against the Company, until their successors shall be elected; and an election may be had at any general meeting of the Company called for the purpose as prescribed by the by-laws. tain purposes. 11. The Board of Directors shall have full power in all things Powers of the to administer the affairs of the Company, and to make or cause board. to be made, any purchase and any contract not contrary to law; to adopt a common seal, and to alter the same at pleasure; from time to time to make any and all by-laws, not contrary to To make bylaw, regulating the issue and registration of certificates of stock, laws for certhe calling in of instalments on stock and the payment thereof,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, and every copy of any by-law, under the seal of the Copies of byCompany, and purporting to be signed by any officer of the law to be Company, shall be received in all courts of law as prima facie evidence evidence of such by-law. primâ facie thereof. tors. 12. Until the first election of such Board of Directors, Who shall be George A. Freeman, William A. Shepard, Joseph Yeoman, W. first DirecF. Buckley, and Sylvester Taylor shall be a Provisional Board of Directors, with power to open stock books, to purchase property, issue and assign shares of stock in payment therefor, which shares so issued shall be considered and 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 act, necessary and proper to be done to organize the Company and conduct its affairs. ces of busi 13. In addition to their ordinary place of business within Company may this Province, the Company may establish and have any place establish pla or places of business in Great Britain, or in the United States ness in Great of America, and may at any one thereof, order, direct, do and Britain and transact their affairs and business, or any thereof, in such the United States. manner as may be prescribed by their by-laws, or by resolution of the Board of Directors. Trustees. 14. The Company shall not be bound to see to the execution Company not of any trust, whether express, implied, or constructive, in respect liable as 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 defined. 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 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 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. Proviso. Company bound by the acts of their servants. 16. All contracts, promissory notes, bills of exchange, and engagements made on behalf of the Company by the directors, officers, agents, or servants thereof, 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 May not issue third party therefor; but the Company shall issue no bank note or note to circulate as money. bank notes. Prosecution of actions; who may be competent witnesses. Company may 17. Any description of action may be prosecuted and maintained between the Company and any person or corporation whatever, whether he or she be a shareholder or otherwise, and no shareholder not being himself a party to such action, shall be incompetent as a witness therein. 18. The Company shall not commence operations under not commence this Act, until at least ten per centum of the amount of their operations before 10 per capital stock shall have been paid in. cent. of stock is paid. Public Act. 19. This Act shall take effect immediately, and shall be deemed and be a Public Act. Preamble. CAP. CXXXIV. An Act to incorporate "The Huntington Copper W [Assented to 30th June, 1864.] HEREAS H. Tracey Arnold hath, by his petition, represented that he, with others associated with him, is desirous of engaging in the business of exploring for, mining, manufacturing and disposing of copper and other ores, in the County of Brome, in the Province of Canada; and that they can can do so to better advantage by the aid of a charter of incorporation, and hath prayed for the passing of an Act to that end; and whereas it is expedient to grant such prayer: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. John G. Richardson, George B. Satterlee, H. Tracey Certain perArnold, Samuel A. Banks and James S. Merriam, together sons incorpowith all other persons who shall become shareholders in the porated. Company hereby constituted, shall be, and they are hereby constituted a body corporate and politic, by the name of "The Name. Huntington Copper Company." 2. The company may carry on the business of exploring for, Business of mining and smelting copper and other ores, and metals and the Company. minerals, in the said County of Brome, and of manufacturing, dealing in and disposing of such ores, metals and minerals, and may do all things necessary or convenient thereto not inconsistent with the rights of other parties. 1 it. 3. The company may, by any legal title, acquire and hold May acquire any lands or mining rights necessary or requisite for the lands and sell carrying on of such business, not exceeding two thousand acres in superficies, and construct and maintain such buildings, machinery, and other improvements thereon, and they may sell and dispose of the same, and acquire others in their stead, as the company may deem for its advantage, and may acquire Royalties. any royalty or percentage for the privilege of mining or smelting copper or other ores or metals, within the said county. Increase. 4. The capital stock of the company shall be the sum of Capital stock five hundred thousand dollars, divided into one hundred and shares. thousand shares of five dollars each, and may be from time to time increased as the wants of the company require, by vote of not less than two-thirds of the shareholders, at a meeting of the company called for the purpose, to an amount not exceeding one million dollars in the whole; such stock to be paid for and issued as herein provided for the original stock. terest to be charged. 5. The capital stock shall be paid by the subscribers therefor, How the stock when, where, and as the directors of the company shall require, to be paid. or as the by-laws may provide; and if not paid at the day If not paid required, interest at the rate of six per centum per annum shall promptly inbe 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 prescribe, and within the time limited by such notice, the directors may, by vote, reciting the facts, 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. How payment of subscribed stock may be enforced. Stock to be personal property and how assignable. When half of the stock is paid up the Company may borrow $100,000 on bonds. Meetings and manner of Voting thereat. Board of Directors, how elected, and 6. 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 any 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 primâ facie evidence to that effect. 7. 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 are by the by-laws prescribed; but no share shall be assignable except to this company until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 8. The company, from time to time, after at least one half of their stock has been paid in and not sooner, may borrow in this Province, or elsewhere, any sums not exceeding in all one hundred thousand dollars, and may make the bonds, debentures and other securities they shall grant for such sums, payable in sterling or currency, at such rate of interest, and at such place or places in this Province or elsewhere as they shall 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 to the directors of the company may seem fit, and for assuring payment of any such sums and interest, the company may thereby hypothecate their real estate or any part thereof, and in such case the enregistration in the proper registry office of such bond, debenture or other security, if not passed before notaries, shall create the hypothèque thereby purporting to be declared. 9. 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 vote; and all votes may be given in person or by proxy; provided always the proxy is held by a shareholder, and is in conformity with the by-laws. 10. 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 shares of stock, of a Director. who shall be elected at the first general meeting, and thereafter at |