cancy should at any time happen amongst the said Directors, by death, resignation, disqualification, or removal during the current year of office, such vacancy shall be filled for the remainder of the year by the remaining Directors or the majority of them electing in such place or places a shareholder or shareholders eligible for such an office: Provided always, that no person shall be eligible to be or continue as a Director unless he shall hold in his name and for his own use stock in the said Company to the amount of twenty shares, whereof ten per centum shall have been paid in, and shall have paid all calls made upon his stock and all liability actually matured and incurred by him with the Company. And provided also that the Directors may appoint honorary or local directors in any place where the Company transacts business, with such duties, powers, and remuneration as they may deem proper and as are not inconsistent with this Act.

tion.

13.. In case it should at any time happen that an election of Invalid elecDirectors of the said Company should not be made on any day when, pursuant to this Act, it should have been made, the said Company shall not for that cause be deemed to be dissolved; but it shall be lawful on any other day to hold and make an election at a special general meeting to be called for that purpose by the Directors, who shall continue in office until a new election is made.

14 At all general meetings of the said Company, each share- Votes of shareholder shall be entitled to give one vote for every share held holders. by him for not less than fourteen days prior to the time of voting upon which all calls then due have been paid up; such votes may be given either in person or by proxy, the holder of any such proxy being himself a shareholder; and all questions proposed for the consideration of the shareholders shall be determined by the majority of votes, the chairman presiding at such meeting having the casting vote in case of any equality of votes.

inys.

15. At the annual meeting of the shareholders the election Annual and of Directors shall be held, and all business transacted without special meet. the necessity for specifying such business in the notice of such meeting, and at such meeting a general balance sheet and statement of the affairs of the Company with a list of all the shareholders thereof, and all such further information as may be required by the by-laws shall be laid before the shareholders: special general meeting of shareholders may be called in such manner as may be provided for by the by-laws, and at all meetings of the shareholders the President, or in his absence one of the Vice-Presidents, or in the absence of all of them a Director or shareholder chosen by the shareholders then present shall preside, who in case of an equality of votes shall give the casting vote in addition to his vote as a shareholder.

16. At all meetings of Directors three shali be a quorum for Quorum at the transaction of business; and all questions before them shall meetings.

be

Dividends.

Contracts of

nsurance.

Real estate.

Investment of funds.

be decided by a majority of votes, and in case of an equality of votes the President, Vice-President or presiding Director shall give the casting vote in addition to his own vote as a Director.

17. The Directors of the Company, at a meeting held for such specific purpose, may declare such annual or semi-annual dividends upon the capital stock as they shall deem justified by its business, so that no part of the capital thereof be appropriated to such dividends.

18. The said Company shall have power and authority subject to the provisions of any general Act in that behalf to effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire or lightning, on any house, store, or any building whatsoever, and in like manner on any goods, chattels, or personal estate whatsoever, for such time or times, and for such premiums or considerations as may be bargained and agreed upon, or set forth by and between the Company and the person or persons agreeing with them for such insurance, and generally to do all matters and things relating to or connected with Fire Insurance as aforesaid, and to make and to grant all policies therein, and thereupon, and to cause themselves to be re-insured against any loss or risk, they may have incurred in the course of their business, and generally to do and perform all other necessary matters and things connected with, and proper to promote those objects; and all policies or contracts of Insurance issued or entered into by the said Company, shall be signed by the President or one of the VicePresidents, and countersigned by the Managing Director or Secretary, or otherwise, as may be directed by the by-laws, rules and regulations of the Company, and being so signed and countersigned, shall be deemed valid and binding upon the Company, according to the tenor and meaning thereof.

19. The Company may hold such real estate not exceeding the annual value of five thousand dollars, as is required for offices, and may aliene the same at pleasure, and may purchase other real estate in substitution thereof, and may also hold such other real estate as shall have been bona fide mortgaged to it by way of security or conveyed to it in satisfaction of debts, or purchased by it at Sheriff's sale in respect of executions issued by it or judgments recovered by it: Provided that all such last mentioned real estate shall be sold within five years from the time of its becoming the absolute property of the Company. And the Company may invest its funds or any part thereof in the public securities of the Dominion of Canada or of any of the Provinces thereof, or in the stocks of any chartered banks or building societies, or in the bonds or debentures of any incorporated City, Town or Municipality authorized to issue bonds or debentures,or in mortgages on real estate, or in such other securities, and in such manner as the Directors may elect, and may from time to time vary or sell the said securities,or mortgage or pledge the same from time to time as occasion may require.

20 The Directors shall have full power and authority to Power of make and from time to time annul and alter by-laws, rules, Directors. regulations and ordinances as shall appear to them proper and needful, touching the well-ordering of the Company, the management and disposition of stock, property, estate and effects, the calling of special general meetings, the regulation of the Board of Directors, the increasing or decreasing of the number of Directors, the increasing of the capital stock, the appointment of a Managing Director and of local boards to facilitate the details of the business, and the definition of the duties and powers of such local boards, the making of calls upon the subscribed capital, the issue and allotment of shares, the appointment and removal of officers and agents of the Company, the regulation of their powers and duties and the remuneration to be paid to them, the regulation of the transfer of stock and the form thereof, the compensation of Directors and the establishment and regulation of agencies, and the determining of the rules and conditions under which the Company's policies shall be issued, transferred or purchased, subject always to the provisions of any general law in that behalf.

21. The chief place of business of the Company shall be in Head office the City of Hamilton, or elsewhere in the Province as the and local Directors may determine.

agencies.

the execution

22. The Company shall not be bound to see to the execu- Company not tion of any trust, whether expressed, implied, or constructive, bound to see to to which any share or shares of its stock may be subject; and of trusts. the receipt of the person in whose name any share stands shall be a sufficient discharge to the Company for any money paid in respect of such share or shares, notwithstanding any trust to which they, or any of them, may be held subject, and whether or not the Company shall have had notice of such trust.

dividends if

23. If the Directors of the Company declare and pay any Penalty for dividend when the Company is insolvent, or any dividend the paying payment of which renders the Company insolvent, or dimin- insolvent. ishes the capital stock thereof, the Directors declaring such dividend shall be jointly and severally liable, as well to the Company as to the individual shareholders and creditors there

of, for the amount of the dividend or dividends so paid; but How to avoid if any Director present when such dividend is declared do liabilit y. forthwith, or if any Director then absent do within twenty-four hours after he shall have become aware thereof and able to do so, enter in the minutes of the Board of Directors his protest against the same, and do within eight days thereafter publish such protest in at least one newspaper published at or as near as may be possible to the head office of the Company, such Director may thereby, and not otherwise, exonerate himself from such liability.

24. The Company shall be subject to the provisions Provisions of of the Act passed by the Legislature of the Province of 39 V. c. 23. to apply. Ontario,

Ontario, in the thirty-ninth year of Her Majesty's reign, chaptered twenty-three, and intituled "An Act respecting Insurance Companies," and to all other general laws in force or that may hereafter be in force, respecting Fire Insurance Companies.

Preamble.

CHAP. 67.

An Act to incorporate The People's Gas Company.

[Assented to 2nd March, 1877.]

HEREAS the supplying of gas for lighting the public squares, streets, and places, public and other buildings, shops and dwelling-houses of the City of Toronto, is now done by one Company only; And whereas, the increasing extent of the City of Toronto, and the demand for a cheap and effective lighting of the said City and the vicinity thereof, render it feasible for such supplying of gas to be done by more than one Company, and in the general public interest of the inhabitants of the said City and vicinity, it is desirable that a Company should be incorporated for such purpose; And whereas, the several persons hereinafter named have, by their petition, prayed that they and such others as may be hereafter associated with them in their undertaking may be incorporated under the style and title hereinafter also mentioned, for the purpose of supplying the said City and its vicinity with gas; And whereas, it is expedient to grant the prayer of the petitioners;

Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Incorporation 1. The Honourable Alexander Campbell, of the City of and corporate Toronto, Senator; the Honourable William McMaster, of the

name.

same place, Senator; Abram William Lauder, of the same place, Esquire, M.P.P.; Peter De Sidnia Conger, of the same place, Coal Merchant; Arthur Brindley Lee, of the same place, Merchant; Noah Barnhart, of the same place, Merchant; John Hallam, of the same place, Merchant; Charles James Campbell, of the same place, Broker; Patrick George Close, of the same place, Merchant; Alexander Manning, of the same place, Contractor; William Fenton McMaster, of the same place, Merchant; Alexander Nairn, of the same place, Coal Merchant; Edward Strachan Cox, of the same place, Broker; James Bellingham Boustead, of the same place, Official Assignee; Robert Hay, of the same place, Manufacturer; James Scott, of the same place, Merchant; John Shields, of the same place, Merchant; Walter Gibson Cassels, of the same place, Broker; James Harris Rogers, of the same place, Merchant; Humphrey Lloyd Hime,

of

of the same place, Broker; William Bain Scarth, of the same place, Broker; and John Ginty, of the same place, Contractor, and such other persons as now are or hereafter may become shareholders in the said undertaking, are hereby constituted a body politic and corporate, under the name of "The Peoples' Gas Company," with all the powers incident to corporations by law established, and shall and may have full power to purchase, take and hold personal property, and lands, tenements and other real property for the purposes of the said Conpany, and for the erection, construction and convenient use of the gas works hereinafter mentioned, and also to alienate such personal property, lands and other property, and others to purchase, take and hold in their stead, for the purposes and uses aforesaid; and any person or persons, body or bodies politic or corporate may give, grant, sell, bargain or convey to the said Company, any lands, tenements or hereditaments for the purposes aforesaid, and the same may re-purchase from the said Company Provided always, that such lands, tenements and hereditaments to be holden by the the said Company, shall be so holden for the purposes and business of the said Company, as set forth in this Act, and for constructing their necessary works for and about the same, and for no other purposes whatsoever; and that the total yearly value of the lands and real property to be so holden at any one time shall not (over and above the value of the works thereon erected) exceed forty thousand dollars currency.

2. The capital stock of the Company shall be three hundred Stock thousand dollars, but the Company may, after fifty thousand, dollars of the said capital stock is subscribed, and ten per cent. thereof has been paid up, from time to time increase the said capital stock by by-law to any amount not exceeding one million dollars, having first obtained the assent of a majority of the votes of the shareholders present in person or by proxy, at any meeting called for that purpose.

3. A share in the said capital stock shall be fifty dollars Shares and and every shareholder shall be entitled to a vote in respect shareholders. of each share he may hold therein, provided he has held such shares for at least a month previous to the time of voting; but no shareholder shall be entitled to vote at any meeting unless he has paid all the calls on the shares then held by him, and every shareholder may vote by proxy.

shares.

4. All shares in the said capital stock of the said Company Transfer of shall be personal estate, and transferable as such in such manner only as may be prescribed by the by-laws of the Company, or by this Act.

directors.

5. Until the first annual election, hereafter provided for, Provisional the provisional Board of Directors shall consist of the Honourable Alexander Campbell, of the City of Toronto, Senator; the Honourable William McMaster, of the same place, Senator;

John