K. The keeping of minutes of the proceedings of the said company, and making the same conclusive and binding on the shareholders and rectifying any errors which may be made therein. L. To submit to the annual meeting of the shareholders a clear and detailed statement of the affairs of the said company. M. The audit of accounts and appointment of auditors. ? evidence. 16. Any copy of the by-laws of said company or any of Copy of them purporting to be under the hand of the secretary, by-laws as and having the seal of the company affixed, shall be received as prima facie evidence of such by-law in all courts of this province. 17. The chief place of business of the said company shall Lindsay to b be at the town of Lindsay. chief place of business. govern. 18. At any general meeting of the company, or at any Majority of meeting of the directors, all transactions, questions and matters, votes to shall be determined by a majority of the votes of the shareholders or directors, as the case may be, present and assisting at such meeting either in person or by proxy. tion as direc 19. Every shareholder in the company shall be entitled to One vote for one vote for each share he may hold in the capital stock of the each share, company, at one month prior to the time of voting: Provided disqualificaalways, that no shareholder shall be entitled to vote at any tor or voter, if meeting of the company, or be capable of election as a director calls unpaid. who shall then be in arrear for the payment of any calls then actually overdue and unpaid on his shares. 20. The directors of the said company may call in the Calls. capital stock of the same, provided no larger sum than ten per cent of the amount subscribed shall be payable at one time, and that at least two months shall elapse between each pay ment. calls. 23. All notice of calls on stock, and meetings of the share- Notice of holders, shall be published for one month in the Ontario Gazette, and in one newspaper in the town of Lindsay, for four weeks before the day for holding said meeting, or the time on which said call on stock is made payable. 22. The shares in the capital stock of the company shall be Shares, how deemed personal estate, and shall be transferable as such, but in transferable. such manner only and subject to all such restrictions as by any by-law of the company may be prescribed, and no shares shall be transferable unless with the express consent of the board of directors until fully paid up. 23. It shall be lawful for the company, either by suit to en- Calls, how force enforced by suit or for feiture, may aid. 33 VIC. force payment of any calls or of any unpaid part thereof, with interest on the sum due from the time of the call and costs, or to forfeit and sell the shares whereon the same may be due or a sufficiency of them, for the payment of the amount due with interest; and in any such suit it shall be sufficient to allege the defendant to be the holder of one or more shares, as the case may be, and to be indebted to the company in the amount in arrear thereon; and a certificate under their seal, and purporting to be signed by any officer of the company to the effect that the defendant is a shareholder, and that the calls in question have been made and that the amount claimed thereon is due and unpaid, shall be received as prima facie evidence to that effect. Municipalities 24. Any municipal corporation may aid and assist the said company by loaning, or guaranteeing or giving money or other means to the company, or issuing municipal bonds to or in aid of the company, and otherwise in such manner, and to such extent as such municipal corporation shall think expedient; Provided always, that no such aid, loan, bonus, or guarantee shall be given, except after the passing of by-laws for the purpose, and the adoption of such by-laws by the ratepayers as provided in the Municipal Act. Power to take into stock present vessels, &c., of shareholders, at a valuation. Contracts, &a, when valid. 25. The directors shall have the power, if they think fit, to receive and take into stock of the said company, such boats, scows, vessels and steam vessels as may have already been built or acquired by individual shareholders. 26. The directors of the company shall take the said boats, scows, vessels and steam vessels at their cost, or at such valuation as shall be put upon them by persons mutually chosen to decide the same, and such valuation shall be credited to the shareholders as payment made on account of their stock. 27. Every contract, agreement, engagement, or bargain made, and every bill of exchange drawn, accepted, or endorsed in the name, and every promissory note and cheque made, drawn or endorsed on behalf of the company by any agent, officer or servant of the company in accordance with his powers as such under the by-laws of the company, shall be binding upon the company; and in no case shall it be necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted, or endorsed, as the case may be, in pursuance of any by-law, or special note or order; nor shall the party so acting as agent, officer, or servant of the company be thereby subjected individually to any liability whatsoever to any third party therefor; Provided always, that nothing in this section shall be construed to authorize the company to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money or as the note of a bank. bentures, 28. The company may from time to time borrow from any Power to person or persons company or corporation willing to lend the borrow, same, all such sum or sums of money not exceeding in all at any one time one half of the paid up capital stock of the said company, as they may find expedient, and make the bonds, debentures and other securities (not less than one hundred and issue dedollars each) with the interest coupons thereto attached, such interest not to exceed ten per cent., payable at such place as they may deem advisable; and such bonds, debentures or other securities may be made payable to bearer; and such bonds which, when or debentures shall, upon enregistration thereof in the Registry registered, shall operate Office of the county of Victoria, constitute and be a mortgage, as a mortgage. ranking according to the date of such enregistration upon all the property, real and personal, of the said company, including the revenues, rates and tolls thereof. 29. Any suit at law or in equity may be prosecuted and Suits between maintained between the company and any shareholders thereof; Company and Shareholders, and no shareholder not being himself a party to such suit shall and evidence. be incompetent as a witness therein. bound to see 30. The company shall not be bound to see to the execution Company not of any trust, whether express, implied or constructive, in res- to trusts, &c. pect of any shares; and the receipt of the shareholder in whose name the same shall stand in the books of the company, shall be a valid and binding discharge to the company for any dividend or money payable in respect of such shares, and 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. 31. The said corporation shall at all times when thereunto Returns to be required by the Lieutenant-Governor, or by the Legislative made. Assembly, make a full return of all its property, real and personal, and of its liabilities, receipts and expenditure, to the Lieutenant-Governor or Legislative Assembly requiring, for such period, and with such details and other information as the Lieutenant-Governor or the Legislative Assembly may require. CAP. XLVI. An Act to Incorporate the Mississippi Navigation [Assented to 24th December, 1869.] HEREAS James H. Dixon, of the township of Smith, in Preamble. the county of Peterborough hath by his petition set forth that he desires to render the River Mississippi, in the county of Lanark, Name and in Lanark, navigable above Carleton Place; and whereas it is de- 1. That James H. Dixon, Abram Code, John Craigie, Robert corporation. Bell and Robert Crampton, together with all such other persons as may hereafter become shareholders in the company hereby constituted, shall be, and they are hereby constituted a body corporate and politic by the name of the "Mississippi Navigation Company." Map and statement of lands to be taken to be filed. 2. Before the said company shall be entitled to exercise its corporate powers, it shall cause a map or plan to be filed with the Commissioner of Public Works, showing the proposed works, together with a statement showing the lands proposed to be entered upon for the purpose of this Act, and the said company Statement as shall also furnish to the Commissioner of Crown Lands a statement showing the quantity of land owned by the Crown through which it is proposed to construct said works. to crown lands to be filed. What public lands may be taken. Navigation not to be impeded. Powers as to lands of individuals. 3. It shall be lawful for the said company, with the permis- 4. That after the said company shall have complied with the provisions of the preceding sections, and shall have obtained the consent of the Lieutenant-Governor as aforesaid, in the event of the same being required, they shall have full power and authority to survey and explore the lands belonging to private individuals adjacent to the said river, and upon which it may be necessary to enter for the purposes aforesaid, and lying between Carleton Place and the western boundary of the county of Lanark, and to take, appropriate, have and to hold, to and for the use of them and their successors, so much of the said lands as may be necessary for the purposes aforesaid, and to build and erect such locks, dams, tow-paths, feeders, basins, bridges, wharves wharves and other works as may be considered expedient by the said directors, and to purchase and use such lands for the uses and purposes of the said company. to company. 5. After any land or ground shall be set out and ascertained Contracts as to to be necessary for the purposes of the said navigation or other sales of lands purposes herein mentioned, it shall be lawful for the owners all, whether individually or bodies corporate or politic, or trustees or lessees, or other party or parties holding any right, title, interest or claim to any of such lands or grounds, to contract for, sell and convey to the said company, all or any part of such land or ground which shall from time to time be set out and ascertained as aforesaid; and all such contracts, agreements, sales and conveyances shall be valid and effectual in law, to all intents and . purposes, notwithstanding any law, statute or usage to the contrary. to purchase money. 6. That if the amount of the purchase money or compensa- Arbitration as tion for lands flooded or injured, by the works of the said company or by any works said company may acquire by purchase or otherwise cannot be agreed upon, the same shall be referred to arbitration, for which purpose sections forty-one, forty-two, forty-three, forty-four, forty-five, forty-six, forty-seven, fortyeight and forty-nine of chapter sixty-eight, of the Consolidated Statutes of Canada shall be taken to form part of this Act. Directors; 7. James H. Dixon, Abram Code, John Craigie, Robt. Bell First set of and Robert Crampton shall be, and are hereby constituted and their powers. appointed the first directors of the said company, and shall hold office until others shall, under the provisions of this Act, be elected by the shareholders, and shall, until that time constitute the board of directors of the said company, with power to open stock books and make a call on the shares subscribed in such books, and call a meeting of the shareholders for the election of directors in the manner hereinafter provided; and the chairman of the said meeting shall be president or vice-president of the directors appointed by this Act. 8. The capital stock of the said company shall be one hun- Capital stock. dred thousand dollars, to be held in two thousand shares of fifty dollars each; and every such share shall entitle the proprietor on every occasion when the votes of the shareholders are given, to one vote for every such share. mence opera 9. It shall not be lawful for the said company to proceed When the comwith their operations under this Act until twenty thousand pany may comdollars of the said stock shall have been subscribed, and twenty tions. per centum shall have been paid thereon. tion of direc 10. In the management of the affairs of the said corporation, Annual electhere shall be elected by the shareholders of the said corporation tors and presiat a general meeting of them to be holden annually on the first dent. Monday |