CHAPTER 31. An Ordinance to incorporate The Peace River Gold [Assented to April 29, 1899.] HEREAS a petition has been presented praying for the incorporation of a company for the purposes and with the powers herein set forth and it is expedient to grant the prayer of the said petition: HEREFORE the Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows: Incorporation 1. William Henry Roughsedge of the town of Edmonton in the district of Alberta in the North-West Territories; Albert of company MacLaren, John Albert MacLaren, both of the city of Ottawa in the province of Ontario; The Honourable James Alexander Lougheed, Q.C., Richard Bedford Bennett and Henry Moorehouse Trimble, all of the city of Calgary in the district of Alberta aforesaid; together with such persons as become shareholders in the company hereby incorporated, are hereby constituted a body corporate under the name of "The Peace River Gold Dredging Company, Limited," hereinafter called "the company. 2. The company may 1. Prospect for, open, explore, develop, work, improve, General maintain and manage gold, silver, copper, coal, platinum, iron powers and other mines, mineral and other deposits and properties, take over, raise, crush, wash, smelt, assay, analyse, reduce and amalgamate and otherwise treat ores, metals and minerals whether belonging to the company or not and render the same marketable, and sell or otherwise dispose of the same or any part thereof or interest therein; 2. By dredging and other means explore, develop and work for gold, platinum, iridium and other precious metals or minerals of any kind, nature or description whatsoever; 3. Acquire by purchase, lease, concession, license, exchange or other legal title mines, mining land, dredging rights, easements, mineral properties or any interest therein, minerals and ores and mining claims, options, powers, privileges, water and other rights, patent rights, letters patent of invention, process and mechanical or other contrivances and either absolutely or conditionally, and either solely or jointly with Head office Capital stock Increasing others, and as principals, agents, contractors or otherwise, and lease, mortgage, place under license, hypothecate, sell, dispose of and otherwise deal with the same or any part thereof or any interest therein; 4. Contract, maintain, alter, make and operate on the property of the company, or on property controlled by the company by lease, license or otherwise, tramways, telephone lines and (subject to the provisions of The North-West Irrigation Act 1898) reservoirs, dams, flumes, race and other ways, water powers aqueducts, wells, roads, piers, buildings, shops, stamping mills and other works and machinery, plant and electrical and other appliances of every description, and buy, sell, manufacture, and deal in all kinds of goods, stores, implements, chattels and effects required by the company or its workmen or servants; 5. Take, acquire and hold as a consideration for ores, metals or minerals, dredging, mining or other rights, sold or otherwise disposed of, or for goods supplied or for work done by contract or otherwise, shares, debentures, bonds or other securities of or in any company having objects similar to those of the company, and sell or otherwise dispose of the same; 6. Enter into any arrangement for sharing profits, union of interests or co-operation with any other person or company carrying on or about to carry on any business or transaction which may be of benefit to the company; 7. Purchase or otherwise acquire and undertake all or any part of the assets, business, property, privileges, contracts, rights, obligations and liabilities of any person or company carrying on any part of the business contemplated by this Ordinance of incorporation; 8. Do all such acts, matters and things as are incidental or necessary to the due attainment of the above objects or any of them. 3. The head office of the company shall be in the town of Edmonton in the District of Alberta in the North-West Territories of Canada, or in such other place in the said Territories as the directors from time to time determine by by law. 4. The capital stock of the company shall be three million dollars divided into shares of one dollar each, such capital stock to be issued in whole or in part as the directors determine and may be called up by the directors from time to time as they deem necessary, but no call subsequent to the allotment of shares shall exceed ten cents per share nor be made at less intervals than two months. 3. The directors may at any time after the whole of the capital stock capital stock of the company has been subscribed for, taken up, issued or allotted, and fifty per centum of the said capital stock of three million dollars been paid, make a bylaw for increasing the capital stock of the company to any amount which they consider requisite for the due carrying out of the objects of the company, but such capital stock shall not in any event be increased beyond ten million dollars. new stock 6. Such bylaw shall declare the number of the shares of the By law for new stock and may prescribe the manner in which the same shall be allotted; and in default of its so doing the control of such allotment shall vest absolutely in the directors. discount 7. The directors may from time to time by bylaw authorise, Sale at a empower and direct the issue and sale of shares of the capital stock of the company at a discount, which said bylaw shall fix and declare the rate of discount, terms and conditions of said issue. certificates (2) Every stock certificate issued by the company under the Stock provisions of this Ordinance shall bear upon the face thereof, to bear certain distinctly written or printed, the words "Incorporated under notice Ordinance of the Legislative Assembly of the North-West Territories of Canada," and where such stock certificates are issued in respect to shares subject to call the words " Subject to call," or if in respect to shares not subject to call the words "Not subject to call," according to the fact. no personal (3) The company shall have written or printed upon every Prospectus, prospectus, stock certificate, bond, contract, agreement, notice, etc., notice of advertisement and other official publication and in all bills of liability exchange, promissory notes, indorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company and in all bills of parcels, invoices and receipts of the company immediately after or under the name of the company and shall have engraved upon its seal the words "No personal liability." of calls (4) In the event of any call or calls on shares in the Nonpayment company remaining unpaid by the holder thereof for a period of ninety days after notice and demand of payment such shares Proceedings may be declared to be in default and the secretary of the company may advertise such shares for sale at public auction to the highest bidder for cash by giving notice of such sale in some newspaper published at the place where the principal office of the company is situated for a period of one month and said notice shall contain the numbers of the stock certificate or stock certificates in respect of such shares and the number of shares, the amount of the assessment due and unpaid and the time and place of sale, and in addition to the publication of the notice aforesaid shall be personally served upon such shareholder by registered letter nailed to his last known. address; and if the holder of such shares fails to pay the amount due upon such shares with interest upon the same and cost of advertising before the time fixed for such sale the secretary shall proceed to sell the same or such portion thereof as shall suffice to pay such assessment together with interest and cost of advertising, provided that if the price of the shares so sold exceeds the amount due with interest and costs thereon the excess thereof shall be paid to the defaulting shareholder. Provisional directors General meeting of shareholders Annual meeting of shareholders Directors Commencement of business Application of Mining Ordinance Companies 8. No shareholder in the company shall be personally liable for any calls made upon his shares nor shall such shareholder be personally liable for any debt, obligation or liability contracted by the company or for any sum payable by the company. 9. The persons mentioned by name in the first section of this Ordinance are hereby constituted the first provisional directors of the company, four of whom may form a quorum, and shall hold office as such until the first election of directors; and may forthwith open stock books and procure subscriptions of stock for the undertaking and receive payments on account of stock subscribed, and cause plans, estimates and surveys to be made, and deposit in any recognised bank in England, or chartered bank in Canada, moneys received by them on account of stock subscribed, which moneys shall not be withdrawn except for the purposes of the undertaking or upon the dissolution of the company for any cause. 10. At any time after the passing of this Ordinance the provisional directors may call a general meeting of the shareholders of the company to be held at the city of Calgary or at the head office of the company at such time as they determine for the purpose of passing or ratifying the bylaws of the company, electing directors and considering and determining upon any other business specified in the notice calling such meeting; and a notice in writing, signed by the majority of the provisional directors, stating the date and place of holding such meeting and mailed by registered letter to the address of each shareholder not less than thirty days previous to such meeting shall be deemed sufficient notice thereof. 11. The annual meeting of the shareholders shall be held on the third Tuesday in the month of January in each year at the head office of the company. 12. At such meeting the subscribers for the capital stock assembled who have paid all calls due on their shares shall choose not less than five nor more than eleven persons to be directors of the company, one or more of whom may be paid directors. as one 13. The company may commence business as soon fourth of the capital stock has been subscribed and ten per centum paid thereon. 14. Subject to the provisions of this Ordinance the provisions of chapter 64 of The Consolidated Ordinances 1898 intituled “An Ordinance respecting Mining Companies” shall, in so far as the same may be applicable thereto apply to the company. Application of 15. Subject to the provisions of this Ordinance The Companies Ordinance, in so far as the same may be applicable thereto shall apply to the company. 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