vince of Ontario, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for 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 Assembly of the Province of Ontario, enacts as follows: Incorporation. 1. Horatio Bigelow, Simon Mandlebaum, Aaron W. Spencer, Randolph M. Clark, and Nicol Kingsmill, together with all such other persons as shall become shareholders in the company hereby constituted, shall be and they are hereby made a body corporate and politic by the name of "The Shuniah Silver Mining Company." Name. Business of the company. Capital stock. Shares. Increase. 2. The company may carry on the business of exploring for, mining, smelting, manufacturing and selling gold, silver, copper and other ores and metals, and for these purposes may acquire and hold, by purchase, lease, or other legal title, such personal property and such lands, and mining rights in the districts of Thunder Bay and Algoma, not at any time exceeding two thousand acres in superficies, and construct and maintain such buildings, machinery, and other erections and improvements thereon, or connected therewith, as the company may deem for its advantage, with power to sell and convey any of such lands or other property as the said company may think fit. 3. The capital stock of the company shall be the sum of one million two hundred thousand dollars, in sixty thousand shares of twenty dollars each, which said capital stock may be from time to time increased as the wants of the company require, by a two-third vote of the majority of the stockholders at a meeting of the company called for the purpose, to an amount not exceeding two million dollars. 4. The capital stock shall be paid by the subscribers therefor, Payment of instalments on when, where and as the directors of the company shall require shares and for- or as the by-laws may provide; and if not paid at the day renon-payment. quired, interest at the rate of six per centum per annum shall feiture for Assignment of 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 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: Provided always, that the notice of any such call shall be published for three weeks in the Ontario Gazette. 5 The stock of the company shall be deemed personal estate estate and be assignable in such manner only and subject to shares, calls to such conditions and restrictions as the by-laws prescribe, but be first paid. no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 6. Aliens as well as British subjects and whether resident in Aliens. this Province or elsewhere may be shareholders in the said company; and all such shareholders shall be entitled to vote on their shares equally with British subjects, and shall be also eligible to offices in the said company as directors or otherwise. 7. At all meetings of the company every shareholder, not Votes of sharebeing in arrear in respect of any instalment called for, shall be holders. 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. Qualification. 8. The affairs of the company shall be administered by a Directors. board of seven directors, being severally holders of at least fifty shares of stock, who shall be elected at the first general meeting, and thereafter at each annual meeting, of the company, Election. to hold office until their successors are elected, and who (if otherwise qualified) may always be re-elected; and three members of such board, present in person, shall be a quorum thereof; Quorum. 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. directors. 9. The board of directors shall have full power in all things Powers of to administer the affairs of the company; and to make or cause the board of 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 of stock and payment thereof; the issue and registration of certificates of stock; the forfeiture of stock for nonpayment; 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 requirements as to proxies; the procedure in all Provisional directors. Company not bound to see tion of any trust. things at such meeting; the site of their chief place of business, which shall be within the Province, and of any other offices 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; 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 of the company and purporting to be signed by any officer of the company, shall be received in all courts of law as prima facie evidence of such by-law. 10. Until the first election of such board, Horatio Bigelow, Simon Mandlebaum, Aaron W. Spencer, Randolph M. Clark, and Nicol Kingsmill, shall be a provisional board of directors of the said company; with full 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 its affairs. 11. The company shall not be bound to see to the execution to the execu- 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 discharge to the company for any dividend or money payable in respect of such share, 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 12. 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 unpaid upon their shares in the stock thereof, except as provided in the next following section. Shareholders liable for employees. 13. The shareholders in this company shall be jointly and debts due to severally individually liable for all debts due and owing to any of the labourers, and servants thereof, for services performed for such company, but no shareholder in such company shall be personally liable in respect of any such debt which is not to be paid within one year from the time the debt is contracted, nor unless a suit for the collection of such debt be brought against the company within one year after the debt became due; and no suit shall be brought against any shareholder in such company, for any debt so contracted, unless the same same be commenced within two years from the time he ceased to be a shareholder in such company, nor until an execution against the company shall have been returned unsatisfied in whole or in part. 14. The company shall have power to become parties to pro- Power to make missory notes and bills of exchange for sums not less than one bills and promissory notes. hundred dollars; and any such promissory note made or endorsed, and such bill of exchange drawn, accepted or endorsed by the president or vice-president of the company, and countersigned by the secretary or treasurer, and under the authority of a majority of a quorum of the directors, shall be binding on the company; and every such promissory note or bill of ex-. change made, drawn, accepted or endorsed by the president or vice-president of the said company, and countersigned by the secretary or treasurer as such, shall be presumed to have been properly made, drawn, accepted or endorsed, as the case may be, for the company, until the contrary be shewn; and in no case shall it be necessary to have the seal of the company affixed to any such bill of exchange or promissory note; nor shall the president, vice-president, secretary or treasurer of the company, so making, drawing, accepting or endorsing any such promissory note or bill of exchange, be thereby subjected individually to any liability whatever, unless the same be given in respect of amounts due for wages or salaries to servants or employees of the company: Provided always, that nothing in this section shall be construed to authorize the said company to issue any note of a character to be circulated as money or as the notes of a bank. 15. The directors of the said company after the sanction of the Power to borshareholders shall have been first obtained at a general meeting row. to be called from time to time for such purpose, shall have power to borrow from time to time, for the purposes of the company hereby incorporated, either in this Province or elsewhere, such sums of money as may be expedient for carrying out the objects of the said incorporation, and at such rates of interest as they may deem proper, and to issue bonds, debentures or other securities for the sum so borrowed, and to make the same payable either in currency or sterling, and at such place or places within the Province or elsewhere, as may be deemed advisable, and to sell the same at such prices as may be deemed expedient; and to hypothecate,mortgage or pledge the lands, revenues and other property of the company, for the due payment of the said sums and the interest thereon; but no such debentures shall be for a less sum than one hundred dollars; and such bonds, debentures and securities shall be made and signed by the president or vice-president of the said company, and countersigned by the secretary of the said company and under the seal of the said company; provided that the said company shall not be authorized to borrow a sum exceeding one half the amount of the capital stock then paid up. Commence tions. Forfeiture. 16. The company shall not commence operations under this ment of opera- Act, until at least ten per centum of the amount of their capital stock shall have been paid in: Provided always, that unless mining operations be commenced under this Act, within four years from the passing thereof, 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. Joint Stock 17. The Joint Stock Companies' Clauses Consolidation Act of Company Act the Province of Canada shall not be construed to apply to the not to apply. company hereby incorporated. CAP. XCI. Preamble. An Act to incorporate the North Shore Silver Mining W [Assented to 2nd March, 1872.] HEREAS the persons hereinafter named have by petition represented that they are desirous of associating themselves together, for the purpose of carrying on mining operations in the districts of Thunder Bay and Algoma, in the Province of Ontario, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for 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 Assembly of the Province of Ontario, enacts as follows: Incorporation 1. James Beck, Horatio Bigelow, Simon Mandlebaum, James Carson, and A. J. Cattanach, together with all such other persons as shall become shareholders in the company hereby constituted, shall be, and they are hereby made a body corporate and politic by the name of "The North Shore Silver Mining Company." Name. Business of 2. The company may carry on the business of exploring the company. for, mining, smelting, manufacturing and selling gold, silver copper and other ores and metals; and for these purposes may acquire and hold, by purchase, lease, or other legal title, such personal property and such lands, and mining rights in the districts of Thunder Bay and Algoma not at any time exceeding two thousand acres in superficies, and construct and maintain such buildings, machinery, and other erections and improvements thereon, or connected therewith, as the company may deem for its advantage, with power to sell and convey any of such lands or other property as the said company may think fit. |