Amalgamation

with other companies.

Certain see tions of 37

V. c. 35, to apply.

costs, either by civil suit or by complaint before any Justice of the Peace or Police Magistrate, and on conviction upon the oath of one or more witnesses, or by the confession of the party complained of; and in default of payment of any such penalty and costs, it shall be lawful for the said Justice or Police Magistrate to issue his warrant for the distress and sale of the goods and chattels of the offender, or for his imprisonment in the gaol of the County of York, for any period not exceeding one month, unless the said penalty and costs be sooner paid.

46. Nothing in this Act contained shall be construed to authorize the said The People's Gas Company to amalgamate with or become part of any other Gas or Gas and Water Company without the consent of the Council of the Corporation of the City of Toronto first had and obtained by resolution of the said Council, and the gas works herein before mentioned shall be in operation within five years from the passing of this Act, and in default thereof the privileges and advantages granted by this Act shall cease and be of no effect, but nothing in this section contained shall affect or impair the right or remedy of any creditor of said Company.

47. The forty-fourth, forty-sixth, forty-seventh, forty-eighth, forty-ninth, fiftieth, and fifty-first sections of the Ontario Joint Stock Companies Letters Patent Act, 1874, shall apply to the said Company, as if the said sections were a part of this Act.

CHAP. 68.

Preamble

Incorporation

namo.

An Act to incorporate the Industrial Exhibition Company.

W

[Assented to 2nd March, 1877.]

HEREAS the persons hereinafter named and others have, by their petition, prayed that they may be incorporated for the purposes of establishing and holding Industrial and General Exhibitions in the Province of Ontario; and whereas it is expedient to grant the prayer of the said petitioners;

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

1. The Honourable William Pearce Howland, the Honourable and corporate David L. Macpherson, the Honourable William McMaster, the Honourable Charles Tupper, James Michie, William H. Howland, William Arthurs, John Hallam, Thomas McCrosson, Samuel Passmore May, and Patrick George Close, together

with all such persons and corporations as shall, under the authority of this Act, be associated with them as stockholders in the corporation hereby created, shall be a body politic and corporate, by the name of The Industrial Exhibition Company, and by that name shall and may have perpetual succession and a common seal with power to break and alter the same, and by that name shall and may sue and be sued in all Courts of Law or Equity in this Province, and the said corporation shall have their principal place of business and office at Toronto, but may open such office or offices at such places as may be found necessary or convenient for the purposes of their business.

2. The said Company is hereby authorized and empowered, Powers of either permanently or periodically, in structures, buildings, en- Company. closures and places, located in Toronto, or in the Township of York or elsewhere, suitable for exhibition purposes, and for the promotion of industries, arts, and sciences generally, to exhibit any and every variety of thing and being found in animal and vegetable life; to exhibit products, wares, goods merchandize, machinery, mechanical inventions, and improvements of every nature, name and kind, and such as are generally exhibited at fairs; to exhibit paintings and statuary of any and every nature and kind; to exhibit and develope the points and qualities of the several breeds of horses, and other animals, by such competitive tests as may be humane and proper and as may be deemed expedient, and to make such other exhibitions as will be in conformity with the purposes and objects of this Act; and the said Company is hereby further authorized, in carrying on and maintaining the business aforesaid, and such other business as may be hereinafter mentioned, to hold, own, and acquire by lease, purchase, gift, or otherwise, property, real, personal and mixed, at such prices, and on such terms and conditions as may be agreed upon, and may improve and use the same by the construction of such buildings, houses, works and improvements as are necessary, and as may be deemed proper; and the said Company is hereby further authorized to cultivate such portion of their grounds, as they may deem proper, for the propagation of plants, trees, shrubs, &c, of a vegetable nature, and also to manufacture and raise articles and things required in the various exhibitions contemplated; Provided always, and it is enacted, that the said corporation shall at no time acquire or hold as purchasers any lands or tenements, or interests therein, exceeding in the whole at any one time the annual value of five thousand dollars, nor otherwise than for their actual use or occupation for the purposes of the said corporation.

&c.

3. The said Company is hereby authorized to charge such Admission admission fees as may be deemed proper to receive for exhibit- fees, Prizes, ing everything contemplated by this Act; to award and to pay to exhibitors such prizes, medals, and honorary distinctions as they may deem proper; and to let, lease, or own stalls, stands, rooms and places in any of their buildings or structures, or in

any

eral board of

ount of capital stock.

any part of their property, upon such terms and conditions as the Board of Directors deem best for the interests of the said Company.

upon

Capital with 4. The capital stock of the said Company shall be five hunpower to gen- dred thousand dollars in twenty thousand shares of twenty-five directors to in- dollars each, but shall be subject to be increased as hereinafter crease the am- provided, and such shares shall be transferable the books of the said Company in such manner, and subject to such restrictions as may be fixed by the by-laws of the said Company, provided always that no person to whom shall be allotted any stock in the said Company shall be exempt from liability to the creditors thereof, or from any payment of any calls thereon, by reason of any transfer which he may make of such stock, until the whole amount of such stock so allotted to him is paid in full by the holder thereof; and such stock shall be called in and paid in such instalments and upon such notice as shall be fixed by the Board of Directors.

Payment of 5. The Board of Directors shall have power to issue to any stock and comother than a Director paid up stock in the said Commencement of person business. pany in payment of the price of estate and property, real, personal or mixed, or for labour performed or to be performed, or for expenses incurred in promoting the objects of the said Company; and it may commence business when one hundred thousand dollars of the stock has been subscribed and ten per cent thereon has actually been paid.

Provisional

rectors.

6. The said the Honourable William Pearce Howland, the Board of Di- Honourable David L. Macpherson, the Honourable William McMaster, James Michie, William H. Howland, Thomas McCrosson, William Arthurs, John Hallam, Samuel Passmore May, and Patrick George Close shall be provisional Directors of the said Company to obtain subscriptions for stock and organize said Company, and shall hold office until the election of Directors as hereinafter provided.

First election.

Qualification of directors.

7. So soon as one hundred thousand dollars of the capital stock has been subscribed, and ten per centum thereon paid up, the shareholders shall proceed to the election of a Board of Directors for the said Company, and the provisional Directors, or a majority of them, shall call a meeting of the shareholders for that purpose, first giving two weeks' notice thereof by advertisement in some newspaper published in the City of Toronto.

8. The Board of Directors shall consist of nine Directors, to be determined at the meeting to be held as provided for in the preceding section, each of whom shall be a shareholder of not less than one thousand dollars: such election, and every question voted on at such meeting, shall be decided by ballot, by a plurality of votes of the stockholders (who shall have paid all

calls

calls made upon the stock held by them) present in person or represented by written proxy, each share to have one vote: the Directors so chosen shall immediately elect one of their own number to be President, and another to be Vice-President, which President, Vice-President and Directors shall continue in office for one year, and until others shall be chosen to fill their places, as may be provided by the by-laws of the said Company, and if any vacancy shall at any time happen, by death, resignation or otherwise, during said year, in the office of President, Vice-President or Directors, the remaining Directors shall supply such vacancy for the remainder of the year, and the election of Directors shall take place annually, either on the anniversary of the day of the first election of Directors, or such other days as may be fixed by by-law, as hereinafter mentioned.

directors.

9. The Directors shall have full power to make all by-laws Powers of and regulations not inconsistent with the provisions of this Act for the management of the Company, the acquirement, management and disposition of its stock, property and effects, and of its affairs and business, the management and collection of calls on stock, and forfeiture thereof for non-payment, the entering into arrangements and contracts with any person or corporation, the declaration and payment of dividends out of the profits of the said Company, the form and issuing of stock certificates and the transfer of shares, the calling of general and other meetings of the Company, the appointment, removal and remuneration of all officers, agents, clerks, workmen and servants of the Company; the admission fees to be received from persons visiting their exhibitions, and in general to do all things that may be necessary to carry out the objects, and the exercise of the powers incident to the Company.

10. The stock of said Company shall be deemed personal es- Stock to be tate, and shall be transferable in such way as the Directors shall personalty. by by-law direct.

may be in

11. The Directors may from time to time increase the capital Capital stock stock of the said Company for such amount or amounts as oc- creased. casion may require, and also raise or borrow any sum or sums not exceeding in the whole, at any time the actual amount of the capital stock bona fide subscribed and paid up, by the issue of bonds or debentures in such sums of not less than one hundred dollars, on such terms and credit as they may think proper, and may thereby pledge or mortgage all the property, entrance fees, tolls and income of the Company, or any part thereof) as may be expressed upon the face of any bond or debenture) for the repayment of the moneys so raised or borrowed, and the interest thereon: Provided always that the consent of two-thirds in value of the shareholders of the Company present, or represented by proxy, at a special meeting to be called and held for either or both of the purposes aforesaid, shall be first had and obtained and that due notice of the holding of such meeting

shall

Liabilities of stockholders.

Municipalities may subscribe.

Municipalities may lend money.

Calls of Stock.

shall have been given in some newspaper published in the City of Toronto, at least two weeks before such meeting is held.

12. No stockholder shall be personally liable for the promises, contracts, debts, undertakings, torts or liabilities of said Company, beyond the amount remaining unpaid upon stock held by him, and to that extent only, after the other assets, if any, of the said Company shall be realized upon.

13. Any municipal corporation in Ontario, may subscribe for, acquire, accept and hold, and may depart with and transfer stock in the said Company, and from time to time may direct the Mayor, Warden, or other chief officer thereof, on behalf of such Municipality, to subscribe for such stock in the name of such Municipality, and to act for and on behalf of such Municipality, in all matters relative to such stock, and the exercise of the rights of such Municipality as a stockholder; but acting according to his discretion in cases not provided for by such Municipality; and such Municipality may pay for all instalments of the stock which they subscribe for and acquire out of any moneys belonging to such Municipality, and may apply the money arising from the dividends or profits on the said stock, or from the sale thereof, to any purpose to which unappropriated moneys, belonging to such Municipality may be lawfully applied.

14. Any municipal corporation in Ontario may lend money or may grant aid by way of bonus to the said Company out of any moneys belonging to the Municipality, and may effect such loan or grant such aid upon such terms and conditions as may be agreed upon between said Company and the Municipality making such loan or granting such aid, and may recover the money so lent, and may appropriate the moneys so recovered to the purposes of such Municipality.

15. In any action for the recovery of calls, or arrears on calls, it shall be sufficient for the said Company to allege that the defendant being an owner of shares therein, is indebted to the Company in respect of so many shares in the sum due, whereby an action hath accrued to the Company by virtue of this Act; and at the trial it shall only be necessary to prove that the defendant was owner of shares in the Company, and that such call was made according to the by-laws or rules of the Company; it shall be unnecessary to prove the appointment of the Directors who made such calls, or any other matter whatsoever, except what is before declared, and a copy of any by-law, rule, regulation, or minute, or of any entry in any book of the Company, certified to be a true copy or extract under the hand of the President, or Vice-President, or the Manager or Secretary of the Company, and sealed with the corporate seal, shall be received in all Courts and proceedings as prima