&c.

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 given thereof, 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 Directors may whatsoever; and the said Directors shall and may use and affix corporate affix, or cause to be used and affixed the common seal of the seal, &c. 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 any two Directors,) and countersigned by the Secretary, shall be held to be the act or deed of Directors may the Corporation; and they may appoint such and so many appoint Offi- agents, officers and servants of the said Corporation, under cers, Agents, them, as to the said Directors may seem meet, and fix the may 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 Other powers generally deal with, treat, purchase, lease, sell, mortgage, let, vested in them. release and dispose of, and exercise all acts of ownership over the land, 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 hereinafter provided, and 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; they shall declare dividends of the profits of the said Corporation, when and as often as the state of the funds 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; they shall have power to make By-laws for the government and control of the officers and servants of the said Corporation, and for appointing the salary or allowance to be made to them resThey may pectively; and shall also have power to make and frame all make By-laws. 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 in writing and duly recorded in the minutes of the said Corporation, and be binding upon and observed and taken notice of by all members of the said Corporation; and any

Must be confirmed by Stockholders.

сорт

copy of the said By-laws, or any of them, purporting to be
under the hand of the Clerk, Secretary or other officer of the
said Corporation, and having the seal of the Corporation affixed
to it, shall be received as primâ facie evidence of such By-laws
in all Courts of this Province; Provided always, that the Stock- Proviso.
holders may at any general or special meeting, appoint such
salary or compensation to the President and Directors, respec-
tively, as to them shall seem reasonable and proper.

to Stockhold

XIV. The Corporation shall not lend any of its money to any Company not of its Stockholders, and if any such loan of money shall be made to loan money to a Stockholder, the Directors who shall make or assent to such ers. loan shall be jointly and severally liable to the extent of the said loan and interest thereon, to any creditor of the said Corporation, for any debt contracted before the repayment of the money so loaned.

Directors to

XV. The Directors of the Corporation shall be jointly and Liability of severally liable for all debts due and owing to their laborers, laborers, &c. servants and apprentices, for services performed by them for such Corporation; Provided that no, Director shall be liable for Proviso. any such debt not payable within one year from the date of contracting it, or for the recovery whereof no action shall have been brought within one year from such date.

holders.

XVI. Each Stockholder of the said Corporation shall be Limited liabiseverally and individually liable to the creditors thereof to an lity of Stockamount equal to the amount of the stock held by him or his assigns, for all debts and contracts made by such Corporation, until the whole amount of the stock held by such Stockholder shall have been paid in.

to be certified

XVII. A majority of the President and Directors shall, on or Yearly statebefore the Twentieth day of January in each year, prepare and ment of affairs attest, before a Judge of any Court in this Province, a certificate of Company stating the amount of the Capital actually paid in, the amount and published. of the existing debts, and the amount of the assets of the Corporation; which certificate shall be inserted in the Newspaper published nearest to the chief place of the business of the Corporation.

XVIII. If the President and Directors shall declare or pay Liability of any dividend when the Corporation is insolvent, or which Directors pay. would, if paid, render it insolvent, or which would diminish ing dividend and impairing the amount of its Capital Stock, they shall be jointly and capital. severally individually liable for all debts of the Corporation then existing or which may be contracted while they remain in office; Provided that any Director shall be exempt from such Proviso. liability by filing with the Secretary of the Corporation a written statement protesting against declaring or paying such dividend, and by voting against the same.

Liability of
Directors for

excess of in-
debtedness.

Liability for false statements of

affairs.

General meet

where held,

&c.

Provisional
Directors.

XIX. If the indebtedness of the Corporation shall at any time exceed the amount of its Capital Stock, the Directors shall be jointly and severally individually liable to any creditor of the Corporation for any debts thereof to the amount of such excess of indebtedness.

XX. If any certificate or affidavit made by the President and Directors of the Corporation under the provisions of this Act, be false in any material representation, the said President and Directors making the same, knowing it to be false, shall be jointly and severally liable for all the debts of the Corporation contracted while they are Directors thereof.

XXI. The first General Meeting of the Shareholders of the ings when and said Corporation shall be held at the Town of Brantford, in the County of Brant, on the first Monday in September next after the passing of this Act; and the annual General Meetings shall be held on the first Monday in June in each and every year thereafter, unless otherwise provided for by the By-laws of the said Company; and at every such meeting, the said Shareholders shall elect not less than three nor more than five fit and qualified persons to be Directors of the said Company in the place and stead of those who shall retire, as prescribed in the next following section, and until such first election, and until they shall respectively retire as aforesaid, the Trustees of the Association aforesaid, to wit: Isaac Vanetten, Thomas Daly, L. M. Oliver, P. C. VanBrocklin, R. R. Nelson, and the survivors or survivor of them, shall be and are hereby declared to be and are constituted Directors of the said Corporation; and they shall have and exercise all and every the powers, and shall be subject to all and every the clauses, conditions, liability and restrictions imposed on the Directors to be chosen under this Act; Provided always, that in all actions or suits or other legal proceedings to be brought against the said Corporation, Service of pro- it shall be lawful and sufficient for the Plaintiff or Complainant, or any other party, to cause process to be served at the office of the said Corporation, in the Town of Brantford, or personally upon the President, or any one of the Directors, or on the Proviso: elec- Secretary of the said Corporation, at any other place; And

Proviso;

cess.

tion of Presi

dent, &c.

Retirement of Directors from office. Proviso.

provided, that at the first meeting of the Directors to be holden after the passing of this Act, the said Directors shall choose and elect from among themselves some one to be President, and also some one to be Vice-President of the said Corporation.

XXII. At the first General Meeting of the Shareholders and at the Annual General Meeting in each year thereafter, two of the said Directors shall retire from office, (the order of retirement of the said Directors to be decided by lot); Provided always, that all the Directors so retiring shall be eligible for reelection; and the Directors, immediately after the election at each Annual Meeting, shall choose one of their own number to be President.

XXIII. The failure to hold the said first General Meeting, or Corporation, any other Meeting, or to elect such Directors or President, not dissolved shall not dissolve the said Corporation, but such failure or hold meeting, by failure to omission shall and may be supplied by and at any Special &c. Meeting to be called as the Directors, in conformity with the By-laws of the said Corporation, may see fit to appoint, and until such election of new Directors, those who may be in office for the time being shall be and continue in office and exercise all the rights and powers thereof until such new election be made as hereinbefore provided.

XXIV. The word "Lands" in this Act shall include all Interpretation lands, tenements and hereditaments, and real or immoveable clause. property whatsoever; and all words importing the singular number or the masculine gender only shall extend to more than one person, party or thing, and to females as well as males; and the word "Shareholder" shall include the heirs, executors, administrators, curators, legatees or assigns of such Shareholder, or any other party having the legal possession of any share, whether in his own name or that of any other, unless the context shall be inconsistent with such construction; and whenever power is by this Act given to do any thing, power shall be intended also to do all things which may be necessary to the doing of such thing: and generally, all words and clauses herein shall receive such liberal and fair construction as will best insure the carrying into effect of this Act according to its true intent and spirit.

until ten per

XXV. It shall not be lawful for the said Corporation to Corporation commence or proceed with their operations under this Act, not to proceed unless they shall have first paid up the sum of ten per cent. on cent. paid up. the amount of their Capital Stock.

XXVI. Nothing in this Act contained shall in any manner Saving Her derogate from or affect the rights of Her Majesty, Her Heirs Majesty's rights. and Successors, or of any person or persons, body politic or corporate excepting so far as the same may be specially derogated from or affected by the provisions of this Act.

XXVII. The Interpretation Act shall apply to this Act.

XXVIII. This Act shall be deemed a Public Act.

Interpretation
Act to apply.

Public Act.

hereby appoint C. D. of

I, A. B. of
Proxy and to vote and act for me as such, at all

the Shareholders of The Canada and Liverpool Mining and Exploring Company, and in my name to do all things with

regard

regard to the business of the said Company which I may by law do by proxy.

I, A. B. for value received, do hereby bargain, sell and transfer to C. D., share (or shares) of the Stock of The Canada and Liverpool Mining and Exploring Company, to hold to him the said C. D., his heirs, executors, administrators and assigns, subject to the same rules and orders, and on the same conditions that I held the same immediately before the execution hereof; and I, the said C. D., do hereby agree to and accept the said share (or shares) subject to the same rules, orders and conditions.

Preamble.

ated.

An Act to incorporate the Victoria Mining Company.

[Assented to 19th June, 1856.]

W
HEREAS the several persons hereinafter named have
by their Petition represented that they have associated
themselves together with divers others, for the purpose of
working Mines of Copper and other ores and minerals in the
Province of Canada; and the more effectually to carry out
the objects of their enterprise, they have prayed that an
Act incorporating them with the powers hereinafter mentioned,
may be passed: Therefore, Her Majesty, by and with the
advice and consent of the Legislative Council and Assembly of
Canada, enacts as follows:

Certain perI. Allan Macdonell, Esquire, J. Venner Brown, Esquire, T. sons incorpor- Baines, Esquire, William Botsford Jarvis and Robert G. Dalton, Esquires, and their successors, and such and so many other persons or parties who have become or who 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 title of the "Victoria Mining Company," and by that name shall and may sue and be sued, implead and be impleaded, answer and be answered unto in

Corporate name and powers.

all