•*, ^^A IMAGE EVALUATION TEST TARGET (MT-3) 4 1.0 I.I ^11 u& ilii ■ 2.2 £ 1^ 12.0 |l.25|u j^ < 6" ► ? Photogr^hic Sciences Corporation 33 WIST MAIN STRUT WIUTM.N.Y. MSIO (71«) 173-4903 xt (I'Mieral Meetinji' of the shareholders. Sia'oNi). — No shareholder shall l»e (lualilled to be iHmtoiH' elected or to act as a director, uidess he shall be ar IH.Sl, be held on [".n,.^,'*'' '" the tirst Tuesday of February in each yoar, at such time and place in the City of Halifax as the Directors may a|)i)oint. All meetings of the Company both special and general, sha'.l be called by publishing a notice thereof for ten days, i.nmediately preceding each poiiit Sprs' .MootiiiKH. Socivlary. Hp'-ciul Meet- By-Law8 of In tho absence of the President from nny meethig of the Stockholders or Directors, as tlie case ma}' he, they siiail respectively choose one of tlieir own number rs Chairman to preside at sucIj meeting — but if present, tlie President shall preside at all meetings both of the Directors and Shareholdors. FiKTii. — Three or more of the Directors, including the President or Chairman, as the case may be, siiall f'onstitute a quorum for the transaction of business. Sixth. — The Secretary, Treasurer, and all other necessary ofllcers and clerks shall be apjjointed by the Directors, who siudl define the respective duties of each, and shall award to each of them such remun- eration as they shall see fit. and they shall take such security for the due performance of their respective duties as the said Dire('t«)rs may deem proper. Seventh.— The President (or chairman acting in his absence, but elected by tiie Directors as herein- before provided) sliall execute all documents on behalf of said Company, and shall aflix the seal of the Company thereto, sliall i)reside at all meetings and shall sign or endorse all negotiable i)aper and all orders or checks for money; and all such documents, negotiable pajjcr, onlers and checks, respectively, shall be countersigned by the Secretary. Eighth. — The Directors shall meet as often as the business of the Company requires, and each Director, including the President, shall have one vote ; and in the event of a tie, the President, or chairman acting in his absence from the meeting, shall have a second or casting vote. Ninth. — ^^The Secretary shall attend all meetings of Directors and shareholders, and he shall make and keep a true record of all votes, acts, and pro- ceedings of the Company and the Directors, respect- ively. Tenth. — The President may of his own accord, and shall on the written requisition of not less than ten shareholders, representing not less than one thousand shares on which no calls shall then be overdue and unpaid, call a general meeting of the shareholders. The object of such meeting shall be distinctly stated in such requisition, and the time, placj requj Presl the it Hh| iug meet mg oi The X(tr»c ijaiii iiig anything in these Hy-laws contained) be i)er- '••'""'^ """>-' mitted to vote either in i)erson or by proxy at any meeting until he shall have paid all calls (Ine ni)on his shares. TwKLKTii — The Company shall have a lien upon Lii\ id- dividends payable on stock, in resj)ect of which any "'"''*' calls remain overdue and unpaid, and the Directors may, if they think proper, retain any dividends s(» payable, and api)ropriate the whole or so nmch there- of as may be necessary to satisfy any calls then v^ ie upon stock held by the party entitled to such divi- dend ; or to satisfy any debt then outstanding in anywise incurred by such shareholder to the Cotn- pany ; or the Company, at the option of the Directors, may, witliout prejudice to such lien, proceed at law to recover such calls or indel)tedness. Thihtkknth. — Any shareholder may appoint his pnixicH. proxv in writing (the person so appointed nuist be a shareholder), who may vote for him in matters eonccrning the Company, such writing to be deposit- ed (except as regards the meeting to organize the Company) with the Secretary in the ofllce of the ( 'ompany, at least twenty-four hours before the hour fixed for the meeting at which- said person intends to rei)re8ent his constituent. FouuTEENTH. — Every shareholder who shall not VotinK, be in arrears for calls, and who shall be present in person or represented by proxy as provided by the next preceding article, shall have one vote for every share he or she shall hold in said Compan}' : The voting in general and special meetings of the share- holders shall alwavs be conducted bj' ballot. (See Acts.) Fifteenth. — The Directors shall, amongst other caiis on stock. things, have power to make all calls upon stock, and !i Ulii'clors" A The Noni Scotia Siufor Hcfinrri/. hIiuU tVuni ti:iu> to time iimki' all niicIi fulh uh in tlu'ir JiKl^iiieiit iniiy bv mri'HHar} or l)<>iu>ticial for tliu Huid L'oiii[)uiiy. 'riiuy hIiuII iiroHC'rilx' tlio uinount of niu'Ii cuIIm and tlir time and plac*- ibr pHvniont thereof, and otherwise determine and rej^nlate ull other matters eoimected tiierewitli. TiiiiiHfii K. SixTKBvrii. — No transfer of any shuiv or shares shall Ite deenunl or held valid, nnlesH entered and snliscrihed l»y the parties in the ('onn)any'H IJookH. or i>v their agents or attorneys dnlv authorised in writing? — Itnt no transfer of any share (»r shares which have not heen fully paid np shall In- valid unless, nor until the same he approved of l»y tiie Directors of the Company by a formal v<»tc in that behalf. TmiiHiViH. SKVKNrKENTii.— The transfer books of the Com- pany shall be closcil for a period of at least fourteen days next, before the day aiiiKiintcd for the payment of a dividend. KniMTKKNTii. — The Directors shall have j)ower to negotiate for, select, anil purchase all lands and pro- perties both real and personal necessary for the [)urpo8es of said Com[)any. anil to niake and execute in the manner indicated by Article Seven of the By-laws, all necessary contracts and other en»i;a*^i'- mcnta connected therewith, and they shall attend to the construction, equii)ment, and jieneral mana»*i'- nients of all buildinjis and erections, and do and transact all other business of said (^'ompany. They shall also prescril)e the forms of stock certillcates and transfers thereof, and shall also determine how and by whom such certificates shall be si}i;ned ; and they shall likewise attend to and perform all such other business as may froni time to time arise, and •which they may deem necessary in the interests of the Company to be done. NiNKTKKXTH. — The Corporation Seal shall consist of the words, '• The Nova Scotia Sugar Kefmery," engraved upon a circle enclosing the words, " Ilali- iax, September 187'J." Aitcniii.tn TwKNTiKTH. — The Bv-laws of the Comi)any may of By-Laws. [jf» revoked, altered, or amended, or new ones adopted, with the concurrence of two-thirds in inter- est of the stockholders present, or duly represented S.-iil. I.y C( all ml nil thl <'hl \h aH in tlu'ii- for thu Huid cHint of Niioli loiit thereof, ' all other IV or shares entered mid nv'w IloolvH. nthoriMed in '^linres wliicli I unless, nor I'etors of'tlu' I'. of the C'oni- iist fourteen llie payment i\e |)owor to ids and pro- !>rv for tlu' and execute even of tile lier enjfage- II attend ti> al inanayi'- nd d(» and my. Tiiey certificates hrniine liow ji^^nicd ; and ni all sucli arise, and iterests of hy proxy, at any Mpeciiil or jj;oneral nieetinj? of the Company, l)nt no iddition to or otiier change or alteration in thesi; Hy-luwH Himll be made nt anv meeting, nnlesH distinct notice of sucli pi-oiwisod ndditions, «'hnngcM or alterations sjiall have liecn given by notice mailed to each shareljoltler at least thirty days before the meetingnt which such additions, <'hangeR or alterations are intended to ))e >nade. |iall consist Kelinery," K "Ilali- Ipany may ■new ones Is in inter- I'prcsented Halifax, Oct. Ist., 1879. I lu'ivby certity Ihut the above and foregoing By-Laws were duly passed at a regularly called meeting of the Shartholdera of said Company, held on the 'M)t\\ day of September last past. rilOS. A. HITCHIE, I' resident. (Ccuntersigned) \. U MEA(J1IKR. ISeci'titorif. Connrmed by Council ADAMS O. ARCIirnALI), Licitt.-(t(ireninr \y.^ _jE_ — !-^ '- t. Ist., 1879. B^-Laws wero SliarfclioIclei8 of • last past. ITCH IE, I'resiflent. IIJALI), ■i(t,-(rmcnior. AN ACT TO I3SrCOIlI>OnA.TE SHe §[ovan of the business i same. le Company shall S to be divided Hundred Dollars ty, transmissible eby authorised, : of this Act as inteiests of the )m time to time, extent as they ) exceed in the nount of stock nbscribed for in ' Five Hundred cond {Section of Dollars Stock Company, for |tion under said le payment of |jllars made on n and deemed nent to entitle under this Act xse, take hold, now held by [undred Thou- [lave power to |ise dispose of expedient in Jiael Dwver, (p. Archbold, [hall continue the Annual Lord, One The Nova Scotia Sugar Rejinevi). 11 Thousand Plight Hundred and Eighty-one, and in the event of a vacancj' occurring therein in the mean- time by death, r'jsignation, or otherwise, the other Directors shall elect a person from amongst the shareholders to fill such vacancy until the said annual 1 general meeting to be held in the year of our Lord, One Thousand Eight Hundred and Eighty-one, provided, however, that such person so to le elected, shall be eligible therefore under the provisions of any By-laws which ma}' be in force for the time being. The said Directors shall, until the election of officers at the Annual General Meeting to be held in February. A. D. 1881, have all the rights and powers conferred by this Act, and which they might or could have exercised had they been elected under the provisions hereof. Sixth. — Immediately upon the [)a8sing of this Act, all lands, wharves and other property, both real and personal, belonging to said Company, under its first organization, shall vest in and become the property of the Company, hereb\' created to the same extent as the same is now held by said Company. And the Company hereby created, shall, as to all contracts, agreements and rights of action, I'emedies and defence, stand in the same position as the said first Company would have done if this Act had not been passed, and the organization, made imder said Joint Stock Companies Act, shall be etFective and valid for all purposes under this Act. Seventh. — The Annual INIeccing of the Company Aninmi Miii- for the year A. D. 1881, shall be held on the first "'«• Tuesday in February, at such place in the Cit}' of ILalifax as the Directors shall determine. Notice of the time and place of holding such meeting shall lie given in two newspapers, published in the City of Halifax, sucii notice to be inse ted daily for at least ten days next before tli« day fixed for such Annual (jleneral Meeting. Subseciuent Annual General Meet- I ings shall be called and held under the authorit}" of, f and in accordance with the provisions of the By- Laws in force for the time being. i Eighth. — The By-Laws passed by said Company ^'o|,(|,•|llin^r under its said organization, and which have been 'i^i'^^s. approved by the Governor in Council, and filed in the Registry of Deeds at Halifax and in the Provincial I 12 An Act to Incorporate SlmrclioldiTs' Liiibility. 'rriiusfor> 'rransfci's. Lien on l)i\i() ends. Scorotni'.v's Otiice, in accordance with tlie require- ments of the law, shall, except so far as the same mav be modified or affected by this Act, continue in full force until the Company hereby created shall have made and passed B^'-Laws. Ninth. — No member of the Corporation shall be liable in his person or separate estate for the debts of the Company to a greater amount in the whole than the amount of stock held by him, deducting therefrom the amoimt actualh' paid on account of nich stock, unless he shall have rendered himself liable for a greater sum by becoming surety for the dol»ts of the Company ; but no shareholder who may have transferred his Interest in the stock of the Com- |)any shall ceast; to be liable for any contracts of the. Conn)any entered into before the date of such transfer, so as any action in respect of sucii liability shall be brought within six months after siidi transfer. Tenth. — 'I'he transfer of shares in the C'ompany shall be valid and etfectua) for all pur[)oses from the time such transfer is nnule and entered upon the books of the Company ; bnt no triinsfer of shares shall be entered upon the books of the Com[)aiiy. nor shall any transfer thereof be of any force or effect, unless, nor ur^til, the same shall have been approved of by a resolution of the Directors, passed at a regular meeting of the Hoard ; but no such approval shall be necessary in the case of shares which have been fully paid up. Eleventh. — The Directors may, amongst other grounds, whether such stock is fully i)aid up or not. decline to receive, approve of, or register, any transfer of shares belonging to any member who, or the firm of whom he is a member, is indebted to the Com- pany Twelfth. — The Company shall have a lien upon dividends, payable on stock, in respect of which any calls remain overdue and unpaid, and the Directors may, if they think proper, retain any dividends so payable and appropriate the whole, if necessar}', or KO much thereof as may be necessar}*, to satisfy any calls, then un;>aid, upon the stock held by the party entiilctl to such dividend. The Company shall also have a lien for any overdue debt on the shares and unpaid di Directors shares of if such d» through 1 not until thereof, o same, by the last k days prio made the shall exec thereof, which trr rights in < the holdc warranty liut witlio olticers e by pubhc for, at le lished in Thirte make sue moneys i shall thill payment! necessar Fouri made at nuthorizi Fiftei calls, it matter, defenda the nam of mon respect (stating whereb; under t' l)urport pany, t that su that sc The Xom Scofin ^ugar Rcjhifry. unpaid dividends of tiie debtor tliereof; and the Directors may decline to allow any transfer of the shares of sucl', debtor until such debt is paid, and if such debt is not paid when due, the Company, through their Directors, may sell such shares, but not until after notice has been given to the holders thereof, of the intention of the Company to sell the >same, by mailing such notice in the Post Office to the last known address of such holder, at least thirty days prior to sucli sale ; and ui)on such sale being made the President or Secretary of the Company -shall execute a transfer of such shares to the |)urchaser thereof, in the usual transfer-book of the Conipany, which transfer shall vest in such purchaser all the rights in or to such shares which \\ere possessed by the holder thereof, with the same obligation of warranty on his part as if lie were the vendor thereof, but v^ithout any warianty from the Company or its tUticers executing such transfer. Such sale shall be by public auction, and the same shall be advertised for, at least five days, in two daily newsj)apers i)ub- lished in the City of Halifax. Thirteenth. — The Directors may from time t'otimecails. make such calls upon the members in respect of all moneys unpaid upon their res[)ective shares as they shall think fit, at such times and places, and in such payments and instalments as they may deem necessary. Fourteenth. — A call shall be deemed to have beeucaiis, made at the time when the resolution of the Directors authorizing such call was passed. Fifteenth. — In any action to recover a call, orcaiix. calls, it shall not be necessary to set forth tiie special matter, but it shall be sufficient to declare that the 4- (lefendant is a holder of one or more shares (stating the number of shares), and is indebted in the sum «)f money to which the calls in arrear amount, in respect of one call or more, upon one share or more (stating the number of calls and amount of each,) whereby an action hath accrued to the Company under this Act ; and a certificate under the seal, and l)urporting to be signed by any officer of the Coni- l)any, to the effect that defendant is a shareholder, that such call, or calls, has, or have been ir.ade, and that so much is due by him, and inipaid, thereon. in 14 An Act to Incorporate shall be leceived as against the defendant in all courts as prima facie evidence to that effect. The provision of this Section shall appl^' as well to calls to be made on the stock hereinbefore declared to have been subscribed as to stock subscribed for under this Act. scui not news- Sixteenth. — The C^onipanv shall liave power to •*"■•*• become parties to drafts, bills of exchange, and pro- missory notes, and ixny such draft, bill of exchange, or promissory note made, drawn, accepted, or en- dorsed by the President, and counter-signed by the Secretary or Treasurer of the Company, shall be binding on the Company ; and every such draft, bill of exchange, or promissory not(; made, drawn, accepted, or endorsed in the manner and by the parties above indicated, shall be i)ve8umed to have been properly made, tlrawn, accepted, or endorsed, until the contrary be show ' ; and in no case shall it be necessary to have the seal of the Company affixed to any such draft, bill of exchange, or promissory note ; nor shall the President or other officer of the Company so making, drawing, accei)ting, or en- dorsing, any such promissory note or bill of ex- change for said Company be thereby subjected, individuallj', to any liability beyond his liability as a member of such Company. '','otiiiK'. Seventeenth. — At all meetings of the Company each shareholder shall be entitled to one vote for each share then litld b}' him — such votes may be given in i^erson or by proxy — the holder of such prox3' being himself a shareholder : but no share- liolder shall be entitled either in person or by |)roxy to vote at any meeting unless he shall have paid r.U the calls upon all the shares held by him. 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 an equality of votes. The DirectOi s shall always be elected by ballot, but all other questions ma}' be decided by open voting. Eighteenth. — This Act shall cease and determine, if effective works shall not be begun and continued under it, passing. within two vears from the date of its I V 'S s 2^iiiete by th . reduced b tors shal to take in Such mee lished in publisiied thirty da Secretary by mail t tiie day f the objec be comi sharehoU Act and by the paid-up capital of the Company shall be •^'■'• reduced by two-tliirds the amount thereof, the Direc- tors shall call a special meeting of the shareholders to take into consideration the ati'airs of the Company. Such meeting shall be called by advertisement, pub- lished in ever}' issue of at least two dail}* newspapers publisiied in the City of Halifax for a period of thirty days next, before the iiolding thereof, and the Secretary shall also semi a notice of such meeting by mail to ever} sliareholder, at least ten days before the day fixed lor such uioeting, such notice to state the object of such meeting. At such meeting it shall be competent for a majority in interest of all the shareholders who are under the provisions of this Act and the Hy-laws entitled to vote, *o resolve or i|i such resolutions, and the appointment of five share- •^*''' holders as aforesaid, the Directors shall pass a resolution declaring the Comi)any dissolved, and such resolution shall be forthwith published in the Jinyal Gazette newspaper, and thereupon the Com- pany shall cease and determine, but the Directors shall continue in office during such time as shall be required for winding up the affairs and business of the Comnany, and all corijorate powers necessary and requisite shall subsist and remain in force until the whole of its affairs shall be finally settled. Twenty-first. — The committee composed of said \viniliii>,' mi five shareholders and the Directors shall, and they '^^^• are hereby required, to adopt the most immediate and effectual measiu'es for settling, winding up, and closing all the accounts, affairs, and business of the wmmmmm l(i N'liiiitv An Ad fo Iifnirponitc Coinpnny, ascertaining, adjusting,, aid paying de- mands against the Ham >, eoUeeting the debts and unpaid balance on stoclv, if any, and converting the capital and property of the Company into money ; and for dividing and paying to and among tlie share- holders and proi)rietors entitled thereto, the whole nett proceeds of the same, acconling to their respec- tive shares and interest in the Company. Twenty-&econd. — The Company shall paint or aftix, and keep |)ainted or aflixed, their name on the outside of every office or place in which the business of the Company is carried on, and in a conspicu- ous position in letters easily legible, and shall have tiicir name mentioned in legilile characters, in all notices, advertisements and other publications of such Company, and all other writings used in the transaction of the business of the Company : and each of the Directors shall be liable to a penalty of twenty dollars for every neglect oi* ouiission of the name of the Comi)any in any of the above casus. ' • 1 I *