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C( 
 
scot 
 
 LOWEiJ CANADA. 
 
 R E P O E T S 
 
 ON 
 
 Coodition aod Prospects of the Uodertaking, 
 
 TOGETHEli WITH THE 
 
 CHARTER AND BY-LAWS OF THE COMPANY. 
 
 «♦» 
 
 BOSTON: 
 
 PRESS OF GEO. C. RAND & AVERY, 3 CORHNILL. 
 
 1864. 
 
ASCOT MI\T\(J COMPANY, 
 
 DISTUK T OF sT. rUAN( IS, CANAnA KAST. 
 
 Capital, $400,000. - - - 20,000 Shares. Par value, $20. 
 13,875 Shares issued and paid up. 
 6,125 Shares held in reserve for working expenses, &c. 
 
 OFFICERS. 
 
 rui;>ii)i:.\T. 
 
 WALT E R S H A N L Y 
 
 ' E» 
 
 SECRETAKY AND THEA8URER. 
 
 J. G. WELD. 
 
 V 
 
 DIPFCTOHS. 
 
 WALTER SHANLY, Montreal. 
 WILLIAM A. CHOCKLR, New York. 
 RUSH C. HAWKINS, New York. 
 
 E. T. LORIXG, Boston. 
 
 GEO. W. MESSIiNGER, Boston. 
 
 J. W. ROGERS, Boston. 
 
 J. G. WELD, Boston. 
 
 CONSULTING ENGINEER. 
 
 HERBERT WILLIAMS, Leeds, Canada East. 
 
 t 
 
 SUPERINTENDENT AND GENERAL AGENT. 
 
 CHARLES A. SCOTT, Lennoxville. 
 
 SUPERINTENDENT OF SMELTING WORKS. 
 
 O. T. STANLEY, Lennoxville. 
 
 OFFICES OF THE COMPANY. 
 
 MONTREAL ... 71 Great St. James Street. 
 BOSTON ... 13 Kllby Street. 
 
T 
 
 REPORT 
 
 1 ^- 
 
 r 
 
 
 OK rHK 
 
 PRESIDENT AM) I) I 1{ E CT K'S 
 
 t I'MN riiK 
 
 CONDITION AND PKOSl'KCTS OF TIIK ASCOT Ml Ml 
 AND SMELTINO WORKS AT LKWOXVILLK. 
 
 •I 
 
 : 
 
 TiTK President and Directors of the "Ascot Mining 
 Company" submit, tor the information of the sharehold- 
 ers, th<i followin<i: statement in relation to tiie past his- 
 tory and present condition of the mine and other pro])- 
 erties of the Company: — 
 
 The "Ascot Mine " is situated in the to-wnship of As- 
 ' cot, district of St. Francis, Lower Canada. It is within 
 three miles of the thriving village of Len.ixville, and 
 at a like distance from the mannfacturing town of Sher- 
 brooke ; both places stations on the Grand Trnnk Rail- 
 way, and abont two hnndred miles from Portland, in the 
 State of Maine. 
 
 The mine was first discovered by Thomas McCaw, 
 Esq., of Montreal, in July, 1861, and was successfully 
 worked by him until transferred to the present proprie- 
 tors last year. 
 
f^- 
 
 6 
 
 'I'lic "Ascot Miiiiiiu' Compjmv" was incorporated by 
 ill! net ol' the Pinii;iiii('Ut of ( 'aiiiula. ill April, ISC^J; 
 was lorinalK' oiL!'aiii/.c<l iiii<l<'r said ad. the -I'd ol •rnly, 
 and I lie assuiuplion of tiie works hy the i)resent joint 
 stock |>ropri('tary took i)laco on the lOlli ol' Angust f'ol- 
 lowinu'. 
 
 'riic woikiiiL!- of Ilic mine had previously been con- 
 cluded on ,1 liinile(l scale, and in a soinewliat irregular 
 niainier. It wa-;. tliere(<)i<'. deemed ex[)edient, under the 
 new oigani/aliou, to call in the aid ol" a skilled mining 
 engineer, lo lay down a schedule lor further t)])era- 
 tioiis on scieiitific principles. Mr. 'I'homas Petlier- 
 iek, of l*otts\ ille. Pa., a gentleman of established repu- 
 tation ill tniuinii: alliiirs, was accord in *i;ly invited to 
 inspect the pro])erty. and furnish plans and instructions 
 lor j)rosecuting the works. 
 
 Mr. Petherick made his first inspection in the hitter 
 paii of August, and at once expressed a highly favorable 
 o])inion of the capabilities of the mine. His hite.st visit 
 has been made within the last lenv days, and his report, 
 from ol)servations then taken, is herewith submitted 
 (r/Vr Appendix A). 
 
 The ti'reat distance at which Mr. Petherick I'esides from 
 the property, added to his many pressing professional en- 
 gagements nearer home, rendered it impossible for him 
 to uive that i)ersonal attention to the workiui*- of the 
 mine which its importance demands. The directors, 
 therefore, decMiied it best to seek in Canada for the ne- 
 cessary engineering skill to direct future operations. 
 
 i 
 
 i 
 
 
Tlioy jicconlinirly ap])litMl. lust iiiontli. to Mr. Ilrrhcrf 
 Williiiins, m.'iiiMircr «>!' tlu Harvry Hill Copper Mine, to 
 
 jirt ;is consu 
 
 lliiiLT 
 
 fnuiiH'ci', Mud immIvc moiitlilv \i-it-* 
 
 of inspection to the Ascot Mine, and tliey think 
 tliey may jnstly congnilnhilc the sharehohh-rs on their 
 hiivini^ secm'ed that licnth-nian's services. Mr. Williams 
 has already twice visited the mine, and his r<^])())t hereto 
 appended (/vVf Appendix I'lgoes to snstain all ))ievi- 
 unsly-lbrmed antici|)ations of the great vnlne of the 
 property. 
 
 The extraordinary Ihixing properties which the Ascot 
 ore had, shortly after its lirsl discovery, heen ])rove(l to 
 possess, snggested the idea of erecting SnH'LTIN(; \Voi;ks 
 in conjunction with the mining enterj^rise. A suitahle 
 site adjoining the railway station a,t Lennoxyille was 
 accordingly selected and ))urchased for the [)urpose, and 
 the Company have erected therenpon three Jjlast fur- 
 naces, and have a fourth one, Jis also a reverberatory 
 furnace, in conrse of erection. 
 
 This property is admirably situated for receiving ores 
 from the Acton and other mines, a(hnitting, as it does, 
 of the railway cars being run alongside the furnaces. 
 But one of the furnaces has as yet been in blast, and 
 the experiment, extending over the whole of the month 
 of December, has proved eminently successful and atis- . 
 factory, placing it beyond doubt that the rare fluxing 
 properties of the Ascot ores can be turned to valuable 
 account for the proprietors, in enabling them profitably 
 to smelt into a " Regulus " the refractory ores of other 
 
8 
 
 (an.'idiim iiiiii('>^; wliilc for the ownors of these lattor 
 tilt; Asrot riirn.'iccs ciciite n liome-iniiikct lor low-j^'nule 
 oi'cs tliat would not Kilicrwise Itcar llic co^t of transpor- 
 tation to the iiiclal iiiaik(?ts of llic I'ljitcd States. 
 
 A lotlcr iVoiu Professor (ieoru;e.l. Cliaee, of Kliode 
 Jsiaiid. ('\|)r(!ssive of liis favoralilc opinion of tlie self- 
 lIuxiuLi; pi'oporlies of (he Aseot ore, is herewith su))niit- 
 ted [villi' A])peiidix ('). 
 
 Tlic siieeess attending? the smelting e-\])erinients at 
 riennoxvillc. joined lo recent (levelo])nients at the mine 
 of a deposit of ore (entirely a iicii^ discovery), exceeding 
 in I'ichness the heds or veins lierctofore worked npon, 
 warrant the direetois in predicting a prosperous future 
 lor the Ascot, Mining (*ompany. 
 
 The Charter and By-Laws of the Company are also 
 suhmitted herewith {viile Appendices D and E). 
 
 Asro 1 MiMX(; (VnrrAxv, "^ 
 Boston, Jan., 1804. ) 
 
 W. SIIANLY, President. 
 
9 
 
 «[)ur- 
 
 A||i|M>ii(li% \. 
 
 1,1 \Nn\ \ II ! I . .1 111. 1 •-'. 1 -'i I. 
 
 W.M. Sll\M,V. Ksii.. I'n-^'l. .\^rnl Mniiii;/ ('>>ii\f>iittii. 
 
 I)i;\ii Sill : — On m\' iinivnl Iiim<' t()-(l:t\'. I IcaiiK-d 
 fioni Mr. Stanley that \\\y I'cport of youi' niim* is 
 oxpcctcd lorthwitli at Uoston.'- 1 liavc slnci' cxainincd 
 tlic miiK'-works at tlio Ascot : my inii)ros>^i()n>! (Iciivi'd 
 iVoni which. I am pleased to state, are very satisliietory, 
 cs[)eeially as respects the larjie vein last ()])ened, — the 
 must noi'therly. 
 
 To make a pi'opeM' report will occupy me some time; 
 ^vhen done, 1 \vill Ibrward to such tiddress as will he 
 sent to me. In the mean time. 
 
 1 am, dear sir, 
 
 \G\y respectfully yours, 
 
 THOMAS l>KTIIi:ill('K. 
 
 Aiipciiflix IS. 
 
 
 Lknnowii.li;, C. K.. Jaiiiuiry Sth, 1S()4. 
 
 W. SiiANLY, Esq., President .U<ut Miiiiur/ and Smell iii;/ Cn. 
 
 ^ni : — In Laviuu' before von a rer^ort on the Ascot 
 jMhie, itis not necessary that 1 should go into its history 
 on the present occasion, as 1 doul)t not it is well known 
 to yourself and the other proprietors, from the fact of 
 
 * Not received in time to print with this Uepcnt. 
 
 9 
 
10 
 
 its having ])oon carefully examined and reported upon 
 bv so)ne of the most eminent ^reoloLnsts on this conti- 
 nent. 
 
 'I'iie nature and cxlcnt of the works made on the 
 property arc fully dctaih'd in the re])ort of my first visit 
 to same, dated the KUli nit. An important fact con- 
 nected with this property, I may observe, is that the 
 works, up to the present time, thongh merely of an 
 exploratory cliaraetei'. have been highly successful, pro- 
 ducing a large amount of copper ore, at a very few feet, 
 comparatively, below the surface of the ground. 
 
 The large vein I'ecently discovered on the property 
 has been sunk u])on for a depth of about two and a half 
 fathoms, yielding an average of between five and six 
 tons of good (pudity ore to the fathom of sinking, and 
 continues to look equally promising in the bottom of 
 the shaft. 
 
 In the cross-cut or drift from the bottom of No. 1 
 shaft a little copper ore was found in the slates this 
 morning, which induces me to think that we are only a 
 short distance from the vein, the intersection of which 
 I look forward to Avith much confidence, as the means of 
 increasing the daily produce of the mine. 
 
 Generally with I'egard to the property of the Com- 
 pany, its close proximity to railway communication, the 
 numerous surface indications of copper in addition to 
 those already opened upon, and the valuable nature of 
 the iluxing qualities of the ore, invest it Avith an im- 
 portance and ])i'omise second to none in the province 
 of Canada, requiring only a moderate outlay of capital 
 to render it highly remunerative to the proprietors. 
 
 I am, sir, 
 
 Your ob't. serv't., 
 
 HERBERT WILLIAMS. 
 
11 
 
 Appendix V» 
 
 HitowN rMVi;ii>iTV. I'rnviil.Micc, K. r., Jan. 11. 1><»»4. 
 WiLTJAM A. CllOCKEU, ES()., 
 
 I)i:ar Siii: — Wlicii I wiis last iit Lcnnoxvilk', 1 had 
 an opportunity of \vitnossinu- the behavior of the Ascot 
 ore in the snicltini^' I'urmiee. 1 can only say it was 
 admirable. When worked by itstdi; the slag ran like 
 water; Avhen mixed witli other more relVactory ores, it 
 fluxed them, and made a slag that still flowed freely. 
 It must prove invaluable to you in bringing to the con- 
 dition of '-matte" (Regulus) the lean ores of neighbor- 
 in<'- mines. I am hai)i)v to learn that valuable discov- 
 
 O 111 
 
 eries of ore have recently been made at Ascot. 
 
 Yours truly, 
 
 UEOllGE 1. (^11 ACE. 
 
 Appendix D. 
 
 B Y - L A W S . 
 
 ARTICLE I. 
 
 The places of business of this Company shall be at the 
 offices of the mine at Lennoxville, in the District of St. 
 Francis, Lower Canada, and at the oHice of the Treas- 
 urer, in Boston, in the United States. 
 
12 
 
 AirncLH II. 
 
 t; 
 
 
 
 'J'lic jiiniunl iiuH'tlnu" of tho Compnnv slinll ])C held in 
 Boston, on liic loiirtli Tuesday of November In each 
 3'ear, al such time and place as the Directors lor the 
 i'uno l)einu- sliali appoint, ihv the election, l)y ballot, of 
 seven Direclois. and for the transaction of any other 
 
 )usin('ss that ui;i\' 
 
 lawi 
 
 uilv come before such nieetinir 
 
 Spe<'ial iiicciinLis ol' tlie (Jompany may be called by the 
 
 1) 
 
 sha 
 
 rectors wiiciicvei' Ibey deem it ex])e(heiit; and tliey 
 i)c ol)liL;'('d to call such meetini:' on the Avritten 
 request of the owners of one-tenth ol' the capital stock. 
 Notice ol" all meetinu's shall be i>'ivcn bv rji'inted notices 
 to the stockiiolders throu'^'h the post-oilice, and shall be 
 ])ublishc(l in two or more d;iily newspapers printed in 
 Boston, at least seven da\'s belbre the meetinu". Notices 
 
 o 
 
 f all 
 
 lecia! meetiuLi's s 
 
 hall specify the purpose (()r 
 which the meetinu' is called ; and no subject not so 
 stated shall be acted upon at such meetings. At all 
 meetings of the (Jom])any, the vote shall be taken by 
 shares, whenever the same shall be demanded by any 
 stockholder ; and all decisions shall be by a majority of 
 the shares represented; but no business shall l)e trans- 
 acted unless one-fourth ]iart of all the shares shall be. 
 represented : a less nuudjer may adjourn. 
 
 ARTK^LE III. 
 
 Meetings of the Directors shall be notilied verbally 
 or in writing l)y the Clerk. The Directors shall have 
 the general control and management of the afllairs of 
 the (,'om])any. subject to ^he provisions of the Charter 
 and By-Laws, and to the instructions of the stockholders 
 by vote at any legal meeting thereof They shall render 
 
13 
 
 at ovory annual nicolinu'. and also wJiiMU'ver requiiTfl 
 l)V vote of the stockholders so to do, an account, in 
 detail, ol' the property and ailairs ol' the Coni|)any. 
 
 Airrni.i: i\. 
 
 The Board of Directors shall annually choose one of 
 th<Mr iiumher to l»e President, whose duty it shall he to 
 ])re<ide at all nuM^tiuLis ol" the Uoard and ol' the stock- 
 hohlers, to siu'ii all certilicates of shares, and in general 
 to |)eridrni all the acts incidental to the oilice in corpo- 
 rations. 
 
 A Secretary and Treasurer ot the Company shall he 
 elected l)y the Directors, and may he one and the" same 
 ])erson, or otherwise, as they niay elect, and shall hold 
 his or their olUces during the pleasure of the Directors. 
 
 ARTICLE YI. 
 
 The Secretary shall he sworn to the faithful discharge 
 of the duties of his ofhce. He shall notify all meetings 
 of the stockholders and of the Directors ; and shall 
 keep a true record of their proceedings; and shall per- 
 form such duties as usually appertain to that office in 
 corporations. 
 
 ARTrCLl'] VII. 
 
 The Treasurer's election shall not he deemed com- 
 plete until he shall have delivered to the corporation a 
 hond for the faithful discharge of his duties, in such sum 
 and with such surety or sureties as shall he deemed ade- 
 
14 
 
 qiijito and satisfiictorv by tli(» Directors. The Treasurer 
 shall have the custody of tlie funds of the Company) 
 and shall disl)urse and a]»])i'opi'iat(3 the same, under the 
 direction of tlie Directors. He shall r(Mider Ji full 
 account of its financial allliirs at every iinnual meeting 
 of the Company, and whenever i-ecpiircd so to do by 
 the Directors, or by vote of the stockholders. He shall 
 keep proper books of account and transfer books, all of 
 which shall Ije o|)en to the examination of the Direc- 
 tors. He shall countersiun all certificates of stock, and 
 generally perform all the duties ■which usually belong 
 to that ollice in corporations. 
 
 ARTICLE VIII. 
 
 In case of the absence of the President, Secretary, or 
 Treasurer, or their inability to discharge the duties of 
 their respective offices, the Directors may appoint other 
 persons in their places j}ro tonporc. 
 
 i 
 
 ARTICLE IX. 
 
 Certiticates and transfers of stock shall be made in 
 the form prescribed by the Directors. Transfers of 
 stock may be made on the transfer book of the Com- 
 pany, or by endorsement of a transfer on the certificate 
 of stock ; but such endorsement shall not be effectual 
 as between the Comjjany and the possessor of the cer- 
 tificate so endorsed, until such transfer shall be recorded 
 on the transfer l)ook of the Company. Certihcates of 
 stock, if lost, may, when such loss is satisfactorily proved 
 to the Directors, be renewed, upon a bond of indem- 
 nity being given satisfactory to the Directors. 
 

 er 
 
 10 
 
 ill 
 
 '^ 
 
 16 
 
 ARTICLK X. 
 
 No promissory note of tlio Company slinll ho issued 
 unless aiitliorizod by vote ol' the Directors; nor shall 
 such notes be valid unless signed l)y the Treasurer, and 
 aj^proved by one or more Directors. 
 
 ARTKLi: XI. 
 
 The common seal of the Company shall bear the 
 inscription, " Ascot Mining Company, 180:]." 
 
 Appendix f^. 
 
 AN ACT TO L\C0U1>0RATK THE ASCOT MIXING COM- 
 PANY. 
 
 I^ Y - L A W S . 
 
 Whereas, Thomas ^^cCaw, of the City of Montreal, 
 Esq., hath, by his petition, re])resented that he with oth- 
 ers associated with him and hereinafter named, are de- 
 sirous of engaging in the Ijusiness of exploring for 
 mining, manufacturing, and disposing of copper and oth- 
 er ores, in the Township of Ascot, in the District of St. 
 Francis, Lower Canada, in this Province, and that they 
 can do so to better advantage by the aid of an act of 
 Incorporation, and hath prayed for the passing of an x\ct 
 to that end, and it is ex])edient to grant such prayer : 
 
 Therefore, [ler Majesty, by and with the advice and 
 
to 
 
 consent oC tli(! Ij(\ffi,sl;ilivo (.'onncil and Assembly of Ciin- 
 nda. eniicls ;is follows : — 
 
 1. Tlioiiias Mc(';i\v. W'altei' Shinily. William A. ("rock- 
 er, 'riioiiias Sniylli. t();j<'llu'r \\\\\i all other persons who 
 shall ])e('oiiie sliai eholders in the ('oiimanN' hereh\- con- 
 stitnled, shall he and ihey are lierehy constituted a hody 
 c<n'jt(jrat(! and jiolitic. h\' the niune (U' the " Asc(jt Mining 
 (Company." 
 
 2. The ('omi"tan\' m:\v emrau'e in an(] follow the hnsi- 
 ness of cariying on exploration I'or and of mining foi", 
 fmding and getting cooper, lead an<l olhei' ores, metals 
 and minerals, ^vithin the l)istrict of St. I'Vancis. and of 
 smeltinL''. mannfactuvinii', dealinu; in and disiiosini;' of 
 sneh oi'es. ineials, and minerals. ;nid mav do all thinsi's 
 necessaiy to snch ends, consistently witli the rights of 
 other parties, and Avith the conditions of any title nnder 
 which the Company may hold the lands in or npon 
 whieli such things are to he done. 
 
 o. The Com]niny may, ])y any legal title, acqwire and 
 hold any lands or mining rights necessary or reqmsite 
 i'or the carrying on of such business not exceeding two 
 thousand acres in superhcies, and construct and nnuntain 
 such buildings, machinery and other improvements 
 thereon, and ihey jnay sell and dispose of the same, and 
 acquire others in their stead, as tiie Company may deem 
 for its advantage. 
 
 4. The Capital Stock of the Company shall be the 
 sum of four hundred tliousand dollars, divided into twen- 
 ty thousand shares of twenty dollars each, and may be 
 increased, as hereinafter is provided. 
 
 o. All calls of money upon the respective sharehold- 
 ers, in res])ect ol' such Stock, shall be paid when, where, 
 and as the Directors of the Company shall from time to 
 
17 
 
 time roquiro. — in eoiifonnit y. jihvays. with such nth'<. ms 
 to n()ti(!0 or othcrwists us ihc I'v-Tiaws ol" the ( "oiiin.nu- 
 may oi'daiii. and intLTcsl shall acci'uc ami Tall due. al ihc 
 rate ol'six ])er centum ]n'v amnim. upon the auiouni ol" 
 every unpaid call. iVom the day ap[)ointe(l lor payment 
 of such call. 
 
 (». Th(^ ('om])nny may enforce payment of such calls 
 and interest hy action in any competent court of law, 
 and in such action it shall not he necessary to set (orth 
 the special matter, hut it shall he sullicient to de(tlare 
 that the defendant is a holder of one share or UK^re, stat- 
 ing the numl)er of shares, and is indehted in the sum of 
 money to which the calls in airear amount, in respect 
 of one call or more upon one shai'e or more, siatinij;' the 
 numher of such calls, and the amount ol.' each, wherehy 
 an action hath accrued to the Company under this Act ; 
 and a certificate under their seal, and purporting to he 
 signed hy any olhcer of the (Jom])any, to the effect that 
 the defendant is a shareholder, and that such call orcidls 
 have heen made, and that so much is due hy him, and 
 unpaid thereon, shall he i-eceived in all courts of law as 
 priiiia I'acii' evidenre to that effect. 
 
 7. If, after such demand or notice as hv Bv-Law of the 
 Company may he prescrihed, any call made upon any 
 share or shares he not paid within such time as hy sucli 
 By-Law may he limited in that hehalf, the Directors in 
 their discretion, hy vote to that effect, reciting the facts 
 and didy recorded in their minutes, may summarily for- 
 feit any sliares whereon such ])ayment is not made ; and 
 the same shall thereupon heccmie the property of the 
 Company, and may l)e disposed of ashy By-Law or oth- 
 erwise they shall ordain. 
 
 8. The Stock of the Company shall he deemed per- 
 il 
 
\ 
 
 is 
 
 li 
 
 1 1 
 
 ! I 
 
 sonal estate. mikI sluill he nssif^iinble jiiid tr!nisfei'al)le in 
 .su(!li nniiiiier only, and subject to ;ill sucli conditions and 
 i'estri(;tions as sliidl Ix' ))r(.'scril)ed I))' (lie J3}-lia\vs of tlie 
 (Jompany. 
 
 U. No .share sIimH be translbrMble unlil all ])revious 
 calls thereon Imvc l)een lully ]);iid in, or until declared 
 Ibrfeited lor non-payment ol' calls thei'eon. 
 
 10. The Company, Ironi tinu' to lime. ;il"tc!r at least 
 one-ludr oi' their Stock has been paid in, and not sooner, 
 may borrow in this Province or (dsewhere, any sums not 
 exceeding in all one hundred thousand dollars ; and may 
 make tlu^ bonds, debentures and other securities they 
 shall grant for such sums, payable in sterling or cnrren- 
 cy, at such rate of interest, and at such pliice or ]^laces 
 in this Province or elsewhere, as they shall deem advisa- 
 ble ; and such bonds, debentures or othei* securities may 
 be made payable to bearer, or transferable by simple 
 endorsement or otherwise, and may be in such form as 
 to the Directoi's of tlie Company may seem fit ; and for 
 assuring payment of any such sums and interest, the 
 Cvompany may thereby hypothecate their real estate, or 
 any part thereof; and in such case, the enregistration 
 in the proper llegistry ( )ftice, of such bond, debenture 
 or other security, if not passed before Notaries, shall cre- 
 ate the h///)(>lhi'<ju(' thereby purporting to be declared. 
 
 11. If the said amount of Stock l)e found insufficient, 
 the Company, l)y a vot3 of not less than two- thirds, at 
 any general meeting called for that purpose, may, from 
 time to time, increase die same, either by admission of 
 new Shareholders or otherwise, to a total amount of not 
 more than one million of dollars ; and in such ease the 
 new Stock shall be paid in upon such conditions, at such 
 times and places, and in such manner, as the Company 
 
10 
 
 at s! M:, in(>ctin<'* shall have oi'dainol, or (in (l(»f;nilt of 
 oxjjress division to that (Mnl.lhcn) upon such conditions, 
 at such times and j)l;iccs. and in such maimer, as the 
 Directors thereafter, hy IJy-Law or otherwise, shall <»i-- 
 djiin, and sucli new stock shall he in all respects ])art of 
 the (Capital Stock of the (.'ompany. 
 
 12. At all meelinus of tlu^ ('omi)anv, every Share- 
 holdei", not heinu' in arrear in respect to any call, shall 
 he entitled to as many votes as he holds shares in the 
 Stock of the Company, and no Sluireholder heini;- in ar- 
 rear shall he entitled to vote, and all votes may he given 
 in person, or hy ])r()xy : |)rovided, always, the proxy he 
 held hy a Shareholder not in aii'ear, and he in conformi- 
 ty with such re(|uirenients as the Hv-Laws of the (;om- 
 pany may prescrihe, and not otnerwise, 
 
 lo. The aflairs ol' the (\)m])any shall he administered 
 hy a IJoard of not less thiin five nor more than seven 
 Directors, heini^' severally holders of at least two hun- 
 dred shares of Stock, who shall he elected at the (ii'st 
 general meeting, and thereafter at each annual meeting 
 of the Company, to hold olfice until their successors are 
 elected, and who (if othei'wise qualified) may always he 
 reelected ; and four nieml)ers of such Board present in 
 person or hy proxy, until otherwise provided hy some 
 13y-Law, shall he a f(uorum thereof; and such Directors 
 may vote hy proxy, and in case of the death, resigna- 
 tion, removal, or disqualification of any Director, such 
 Board, if they see fit, may fill the vacancy until the 
 next annual meeting of the (^ompany, hy appointing 
 any ([ualified Shareholder thereto. 
 
 14. If at any time an election of Directors he not 
 made or do not take effect at the proper tim-), the cor- 
 poration herehy constituted shall not he held to he there- 
 
20 
 
 by dissolved ; Nut such election iiiiiy tnk(^ ])liice iit any 
 g(,')ier;d iiieeliiiLi' of liie ('oin]);iny duly called for that 
 ])iir|)ose. 
 
 I'). Until th(,> lirst election of siidi JJoai'd. the said 
 Thojuas McCaw. Walter Shaidy. William A. (Vooker, 
 and Thomas Smyth, shall !)e the l*i'ovision;d IJoai'd of 
 l)ii'ect(jrs of the ('ompaiiy, with power to lill \acancies 
 occni'iin'j; thei«. in, to associate with themselves therein 
 not more than two other persons, who. upon hein<.^' so 
 named ,<ha!i hecome and he Dii'ectors of the('om[)any 
 e(|ually with themselves, to o])en Stocl^-hooks. to assi<^'n 
 Stock, to make calls thei'con, and ii'rant certilicates and 
 r(!ceipts thei'cfor, to make provisional liy-Laws on any 
 niatteis a(hnii tinu' ol' reu'ulation under this Act hy Hy- 
 Law, such pro\ i-ional ]>y-Laws to have l(»rce until the 
 lii'sl ueneial meeting- of the Company, to convene su(di 
 meetinu', and !o do all other acts ivcpiircMl to he done in 
 order to the ori^aiiization of the Company, and the (!on- 
 <luct of its adiiirs. 
 
 1(>. The Boards of Directors of the (J()m])any shall 
 liave full power in all thiniis to administer the alfairsof 
 the Company, and may make, or cause to Ix^ made, any 
 description of contract winch the Company may by law 
 enter into; and may from time to time make B^'-Laws 
 not contrary to law. to reuulate tlu' makiuii' of calls on 
 Stock, the payment thereof, the issue and registration of 
 certilic;ites of Stock, the forfeiture of Stock for non-pay- 
 nn.Mit, the disposal of forfeited Stock and of tlie proceeds 
 
 thereof, the transfer of Stock, the declaration and 
 
 pay- 
 
 ments of dividends, tiie a|)pointment, functions, duties, 
 and removal of all ageids, otlicers and servants of the 
 Com])ain', the secui'ity to l)e uiven l)y tliem to the (.V)ni- 
 ])any. their remuneration, and that (if any) of the Direc- 
 
 /i. 
 
'2\ 
 
 toi's, th(( tiiiK' at wliieh and {\\v ])hicv whcro tlic nnmml 
 and utln'i' incctiiiL^s ol' tin- company sliall l)r hrld. tlu» 
 callin*^ of nji'dinus, j^oncial and special, of the Hoaid ot' 
 Directoi's. and ol' the (.'oin)»an\'. the (pioi'mn, the I'etpiiic- 
 
 nients as to proxies, and the procednre ni all tlnnu<, at 
 
 ill th 
 
 such nieetni,i;": 
 d ol 
 
 tl 
 
 le site o 
 
 r tl 
 
 leir ( 
 
 hief 
 
 1' 
 
 )Uu\v of hnsiness. 
 
 tind 01 any other othces winch they may recpnre to have, 
 the imposition and I'ecoveiy of all penalties and foifeit- 
 m'es admittii)!'' of reii'ulation l»\' r>\-La\v, and the con- 
 duct in all other particidars of the alliiirs of the Compa- 
 ny; jind may IVom time to lime repeal, amend, oi' re- 
 enact the same ; hut ever\ such liN-Law. and excry 
 re])eal, amendment, oi' rel'nactment thereof, unless in tht3 
 mean time confirmed at a special ueiieral meeting- of the 
 Company, called lor the purpose, shall only have H)rce 
 until the next annual meetini-- of the Comnain. and shall 
 
 rj I « 
 
 re(|uire to he coidirmed thereat, and every co))y of any 
 By-Ijii\v under the seal of the Company, and purporting- 
 to be signed by the Secretary oi- President of the (.'om- 
 pany, shall be received as in-ima facie evidence of such 
 By-Law, in all courts of law. 
 
 17. In addition to their ordinary place of business 
 witliin this Province, the Company may establish and 
 have any place or places of business in Great Britain or 
 in the United States of America; and may, at any there- 
 of, open books of subscription for their Stock, and may 
 receive there subscriptions Ibr such Stock transferable 
 there respectively, and may make all instalments there- 
 on to be called in, and all dividends thereon to be de- 
 clared payal)le there respectively ; and at atiy of such 
 places of business, they may oi'der, direct, (h). and trans- 
 
 t their aifairs and business or any thereof, in such 
 
 ac 
 
 manner as may ))e prescribed by the J5y-Law; 
 
■y 
 
 'to 
 
 ■I, II 
 
 ;|i 
 
 I ^ i 
 
 
 I: I 
 
 is. Tlic ('«nii|»iiii\ sli.ill not be hoiiiul to s( .' to the 
 cxcciitioii nf';iiiy trust. wlictlnT oxpH'ss. *mi|)li('<I. or con- 
 stniclivt', ill icspccl of ;iiiy sliiircs; niid llic icccipl of 
 the person in whose iiiiinc tlic s-iinc sIimII sliind in tliu 
 
 l)o(>k 
 
 \S oi 
 
 tlic ( 
 
 oinpMiiy 
 
 ^ul\\ 1 
 
 )(! !i ViilKl iind 
 
 hind 
 
 mu- ( 
 
 lis- 
 
 chuim' ^'* ''"' ^ oiiipMiiy loi' iiny dividend or money l>iiy- 
 alde in respect ol'siieh sliares, iuid wlietliei- or not notieo 
 ol'siich trust sli;ill h;i\e heen L;iven to tln^ (Jonipiiny ; 
 and the ('oinp:iny shidl not he hoiuid to see totheiip|)H- 
 i'Ution ol'lhe iiioney paid upon sueli iv('ei])t. 
 
 I'.>. The Shiireholdei's of the (Joinp.iny sh;dl not, as 
 such, he lield res|)onsihle lor jinv act. delimit or Hahilitv 
 liiitsocNcr of the (Jonipany, oi- foi- ;iny eiiLi'iiLi'enient, 
 
 w 
 
 cliiim, p.'iyiiieiil, loss, injury, ti'ansaetioii. matter oi' thin<i 
 whiitsoe\t'r. rehitinL;' to or eomiected with the (Jonipany, 
 hevoud t!i<' iiiiKumt of the (;alls. if anv, nMuainiiiii' nn- 
 paid, on their shares in tlie Stock 1 hereof. 
 
 2(1. K\('r\' contract, iiuroement, enu-fmemcnt, or ])ar- 
 
 n o 
 
 <;aiu lujuh'. and every l)ill of exi'hanj^c drawn, accepted, 
 or endorsed, and everv nioniissorv note; and chock 
 made. (hawu. or endorsed, on behalf of tlie (V)m])any, by 
 an\- aoent, oilicer or sei'vant of the Conn)an\', in liene- 
 ral accordance with his ])0WHn's as such nnder the By- 
 Laws of the (\)m])any, shall 1)0 binding u[)on the Com- 
 pany ; and in no case shall it be necessary to have the 
 seal of the Company alhxed to any such contract, agree- 
 ment, engagement, bargain, bill of exchange, promissory 
 note, or check, or to prove that the same was made, 
 drawn, accepted, or (indorsed, as the case may be, in pur- 
 suance of any l>y-Law or special vote or order; nor shall 
 the partv so actim;- as agent, officer, servant of the com- 
 pany, be thereby subjected indi\ idually to any liability 
 wliatsoever to any tliird ]>arty therefor ; provided always 
 
.*'-\ 
 
 that notliiiiii' in this Act contiiiiHMl sliall \)v cunstrurd to 
 aiitlioiizc ihc < '(UMpMiiv to i--iit' aiiv iiDh- i»t' a charactiT 
 to hi' (Miciilatt'd as imom-'V or as (he iintc (iIm hank. 
 
 21. Any (l('sci"i|)ti()ii ni artion may In- piosccuicd anil 
 maintained hctwccn the <'<>m|i.inv :md any shandiohh'i" 
 thcrcol'; and no sli.ii rholdci . not lu'iiii;' hiiiisidl" a party 
 to such action, shall he iiM-omprtt'iit as a witness therein. 
 
 "22. Tilt' Com[)any shall not commence thcivopeiations 
 iui(h'i' this Act. until at least ten pei- centum on the 
 amount of their ca[)ital stock shall have heen piiid in. 
 
 ^>i. 
 
 This A(3t shall he deemed a puhli(! Act.