IMAGE EVALUATION TEST TARGET (MT-3) /. I ^£y holdeii oil the first Monday of Aiisnsf, at which annual nieetin- the said proprietors and stockholders shall vote accord. n- to the rule hereinafter eslahlished. in respect to volin- at general meetings, and the Direct- ors so chosen hy a majority in conformity to such rule shall be capahle ofservmgas Directors for twelve month* iinless any of them shall he removed for mal-adminislra- t.on before the expiration of that period by a general meeting of stockholders, or unless suspended as Tierein- after provided); and at their first meeting after such e- ection, shall choose out of their number, a President and Vice-President, and their places respectively, from time to time, fill up when vacant by death, resignatiou absence from the Province, or removal as aforesaid. Incase of death, resignation, absence from the Pro- vince, or the removal of a Director by the stockholders, his place in case of such removal, shall be filled up by the said stockholders, and in the uther cases the re- rema.Hing Directors, or a majority of them, to serve afWcIaTd succeeding general meeting as Fourth. The Directors for the time being shall have power to appoint such officers, clerks a'nd servants un- «f .hpL'?/^ '>en<^ce;sary for executing the business «f thesaid Company, and to allow them such compensa- tion for their services respectively, as shall be reasona- ble and proper; all which, togetl«.r with the expences ofBuild.n-, house-rent, and all other contingencies shall be defrayed out of the funds of the said Co'lm-any .' I he said Directors shall likewise be capable of exercisSf; snch other nowers and authorities for t'-'. well reS lino, and ordering of the affairs of the sa: : ..npanv, as shalUe prescribed by the Bye-Laws and ^eg^ulatioS Fiy't/i. It is further covenanted and agreed unon hv and between the parlies to this agreem?; ,1haf ifthJ said Capital stock of one Hundred and Fifll Thousand Pounds, IS not subscribed within three months afterlhe «a.d Book, of Subscription shall have been opened the^ and in such rase it may be competent for'^firme? subscriber or suDscr.bers, to increase his. her.^r t™ 1 6 Hubscriplions to one hundred shares and if the afore* «aid Capital Stock is not Subscribed within four months after the said Book of Subscription shall have been opened, then, and in such case, the deficiency may be subscribed for by any person or persons, body politic or corporate, but thev shall not be permitted respectively to hold more than one hundred and fifty shares in the whole, unless the same be acquired by purchase after the said Bank shall have commenced its operation. SirM. It is hereby expressly and explicitly declared, to be the object and intention of the persons who become Stock- holders in the Quebec Bank, that the joint funds or property of the suid Bank (exclusive of dividends to be made in the manner herein after mentioned) shall alone be responsible for the Debts and engagements of the said Company. And that no person who •hall or may deal with this Company, or to whom the Bank shall or may become in any wise indebted, shall on any pretence what- ever have recourse against the separate property of any Stockholder or against their persons, ^farther than may be necessary to secure the faithful application of the funds thereof, to the purposes to which by these presents they are liable. But all persons accept- ing any bond, bill or note or other contract of this Company sig- ned by the President, or Vice-President, and countersigned or attested by the Cashier of the Company, for the time being, or dealing with it in any other manner whatsoever, thereby respcct- tively give credit to the said joint funds or property of the said company, and thereby respectively disavow having recourse, on any pretence whatever, to the person or separate property of any present or future member of this Company, except in the manner aforesaid. And all suits to be brought agamst this Company, (if any shall be) shall be brought against the President, for the time being : and in case of his death or removal from office, pending any suit gainst him, measures shall be taken at the expence of the com- pany for substituting his successor in office as a defendant ; so that persons having demands upon the company, may not be pre- judice/ or delayed by that event, or if the person sueing shall go on agai ' the person first named as a defendant, (notwithstanding his death or -nmoval from office) this company shall take no ad- vantage of such proceeding on that account ; and all recoveries had in manner aforesaid, shall be conclusive upon the company, so far as to render the company's whole joint funds or property liable, ar.d no further ; and the company shall immediately pay the amount of such recovery out of the joint funds, but not otherwise. And in case of any suit at Law, the President for the time being shall have full power in his own name, and on behalf of the company to prosecute to judgement and execution in the manner and form h ' the afore* iir monthK lened, then, i for by any shall not be red and fifty rchase aftor declared, to come Stock- property of the manner or the Debts • person who e Bank shall !tence what- Stockholdcr iry to secure purposes to sons acccpt- otnpany sig- tersigned or ne being, or ;by respcct- y of the said •ecourse, on lerty of any the manner (if any shall time being : ng any suit f the coni- fendant ; so not be pre- Ing shall go withstanding take no ad- coveries bad paiiy, so far y liable, and the amount mse. And > being shall he company ir and form k as by the laws of this province it is provided ; it being expressly understood and declared, that all persons dealing with the said company agree to these terms, and are to be bound thereby. Seventh. These articles of agreement shall be publishetl in at least one of the newspapers printed in the Cities of Quebec and Montreal for three months, and for the information of all persons who may transact business with, or in any manner give credit to this company, every bond, bill, note, or other instrument or con- tract, by the terms or eflbct of which, the company may be char- ged or held liable for the payment of money, shall specially de- clare in such form as the Board of Directors shall prescribe that jMynunt shall t: made out of the fundi if this Company, ac- cording to the present Articles if Asiocinlim and not otherwise : and a copy of the sixth article of this association shall be inserted in the bank book of every person depositing money, or other val- uable property in the said Bank for safe custody, or a printed copy shall be delivered to every such person, before any such de- posit shall be received from him. And it is hereby expressly de- clared, tliat no engagement can be legally made in the name of the said company, unless it contain a limitation or restriction to the ellect above recited. And the Stockholders hereby expressly disavow all responsibility, for any debt or engagement, which may be made in their name, not containing a limitaiion or restriction, to the elTect aforesaid. Eighth. The number of votes to which each Stockholder or Stockholders, Co-partnership, body politic or corporate, holding Stock m the said Company shall be entitled to on every occasion, when in conformity to the provisions and requirements of these airi les, the votes thereof are to begiven, shall be in proportion fol- lowing, that is to say for one share, and not more than two shares, one vote ; for every two shares above two, and not exceeding ten, one vote ; making five votes for ten shares ; for every four shares above ten, and not exceeding thirty, one vote, making ten votes for thirty shares ; for every six shares above thirty, and not exceeding •ixty, one vote, making fifteen votes for sixty shares ; and for every eight shares above sixty, and not exceeding one hundred, one vote, making twenty votes for one hundred shares; but no per. son or persons, co-partnership, body politic or corporate, shall be en- titled to a greater number tlian twenty votes, & all Stockholders re- sident V : !n this province, or elsewhere, may vote by proxy, if he, she or t cy shall see fit, provided that such proxy be a stockholder, and do pi-oduce a sufficient authority from his constituent, or con- stituents, for -T representing and voting for him, her, or them, provided also, that after the first election of Directors, no share or shares of the Capital Stock of the company shall confer a right of Toting either in person or by proxy, which shall not have beea hnlden during three calender months, at the least, prior to the day of e erfon. or of the General .neetiny. where the voles of U.e sciKholders are to be given. Mnlh. None but a Stockholder actually resident in the City of Queber and holding i.t least '.'0 shares in the capital slock, \ bWntr a natural born subject of h.s Majesty, or a subject of His AlaS naturahzed by act of the Drilish Parlian.ent. or any person^* w lo shall have resided seven years in this l'rovu,ee, and in any of the a- bove casrs, who shall have n-sided three vears in tl.is CUv ..ne of winch shall have immediately preceded ihe Dav of Electiorl s all be eapable of being Elected or chosen a Director of the S Lank, or shall serve as such. Tenth. Nine of the Directors in office shall be re elected for the next s.cceedmg twelve months, of which the I'resident and ViccIVesident shall always be of the number. £levcnl,',. No Director shall be entitled to any salarv or emo- lument, uide.stne same shall have been allowed to hi,n,-by a G^ neral^meetmg of the Stockholders, but the Stockholders may mak^ «uch compensation to the President or Vice-President for their ex raordinary attendance at the Bank, as .hall apj ear to them to be reasonable and proper. fJ'r^!''' ^"' "'-'"/han five Directors shall ccnstitute a Board for the transncl.on of '^smcss, whereof the President or Vice- President shall alv «ys be one, except in case of sickness & neces- ary absence, ,n winch case their places may be supplied by any o- ther director whom the President or Vice-President so sick or ab- sent, shad respective y by writing, under their hands, appoint for hat purpose. The President and Vice-President shall votea tl!I board as directors, and in case of there being an equal number of ^o tes for and against any question before them, the President and m his absence, the Vice-President shall have I casting' ote' 7/nrlee»lh. Any number of stockholders, not less than twenty- five who together shall be proprietors of at least -J Hundred & fifty shares, shall have power at a- y time by themselves orXJ proxies, to call a general meeting of the Stockholders, f«r purpo- ses relative to the said associ.|.ion, giving at least six weeksSce thereof in at least one of the Newspapers :,ublished i„ this C u and specifying in such notice the time and place for such meeting with the object or objects thereof; and the Directors, or „? .even of them, .hall have the like power at any tin eCupoJ observing the like formalities) to call a general meetTnVasT foresaid. And if the object for ,.h,ch'any genera mm ' callec' either by the Stockholders or Director, as afore aid' .hall be toconsiderof a proposal for the removal of the P e .deit Vice-President, or other Director or Directors, formSmi' ."«r«ioD, then and in such case the person «r 'pi on o pri^.' ''k'n •.^''c '■''"^^'^t >hall from the day on which luch noric« •hill be 5r»r pubhshed, be nuipended from the execution of the duties of his or their office?; and if he be the PrcMdent or Vice-President, his place shall be fii' •! up by the remaining Directors, to serve during the time of such suspension. I^ourleefUh. Every Ca»b«r and Clerk of the Bank, before he •liters upon the duties of his ofllce, shall j^ive bond, with two or more sureties, to the satisfaction of the Directors ; that is to say, Every Cashier in a sum not lets than Five Thouiand Pounds, with condition for his good and faithful behaviour ; «nd overy Clerk with like condition, and sureties, it: such sum •s the Directors shall consider adequate to the trust to be repoi- •d in him. '^ Fifleen. The Company shall nof hold Lands or TenemenJi but such a* may be necessary for the transaction and accommo- dation of the business of the Bink, which m no case shall ex- eeed the value of Six Thousand pounds it shall nevertheless be competent for the Directors, on behalf of the Company, to take and hold mortgages on property, by way of ad- ditional security for Debts contracted with the said Com- pany in the course of its dealings ; but on no account f'.ull money be lent upon mortgage, or upon lands and other fixed property, nor such be purchased by the Company upon any pretext, except in the special case above recited. Sixteenth. Th«! total amount of the debts which the Compa- ny shall at any time owe, whether by Bond, Bill, or Note or other contract whatsoever, shall not exceed treble the amount of the capital stock actually paid in, (over and above a sum equal in amount to such money , as may bedeposited in the Bank for safe keeping) and in case of excess, the Directors, under whose admmistration it shall happen, shall be liable for the same, k their natural and private capacities, but it shall not exempt the Company or the lands, tenements, goods, or chat- tels thereof fror.i being also liable for such excess; such Direct- ors, however, as shall have been absent when the said excess was contracted, or shall have entered their protest against it, upon the minutes of the proceedings of the Board, < ay respect- ively exonerate and discharge themselves therefrom, by plead- ing and proving such absence, or shewing such niinute<. Seventeenih. The shares of Capital Stock shall be assignable and transferable according to such rules and forms, as may be established in that behalf, by the board of Directors, but no assignment or transfer shall bo valid or efTectual, unless such assignment or transfer shall be entered or registered in a book or books, to be kept by tht Directors for that purpose, nor un- ul the perion or persons making the same, shall previously to rfUcharge all dtbt« actually due by him, her. or them to the saul company, which mny exceed in amount the remainin^r stock belonging to such person or persons, and in no case shaJl any fractional part of a share, or other than a complete share or shares, be assignable or transferable. And it is hereby fur- ther expressly agreed and declared, that anv stockholder, who shall transfer in manner aforesaid, all his stock or shares in this Company, to any other person or person whatever, shall imo facto cease to be a IVfember of this Company, .-nd that any person or persons wh.Uever, who shall accept a transfer of any stock or share in this company, shall upon signing this act of Association ,>5o facto become and be a Member of this com- pany accordnig to these articles. Eighteenth. All bilN, bonds, notes and every contract and engarement, on behalf of the company, shall be Mgned by the Prewdent or Vice-President; and comuer.ignrd or attested br the Cashier of the company; and the funds of the company shall in no case be held responsible for any contract or enijaffe- ment whatever, unless the same shall be so signed, and countersigru'd or attested, as aforesaid. Nineteenth. Ihe bociks, papers, correspondence, and funds of the company shall at .11 tm,^,, be subject to the inspection of the Director8,-b..: no stockhod. r i.ot a Director, shall irspect the account of any individual or individuals, with the com- pany '^I'x^ntieth. Half yearly dividends shall be made of so much of the profits of the Co.npany as shall appear to the Direc"oi! adviseable. and shall be payable at such place or places as thl Directors may anpoint, of which they shall give fife Not Je in at ei|.t two .Vews Papers published in this cilv, at leLt th tv daysbefo,;e: and the Directors shaU every year at thleeS meeting tor election thereof lay before the StockholdfrsrS their information, an exact and particular statement of the ^ mount of the debts .lue to. and bj the Company sm'ci^ViSgfth; sucl "d"ebt al'" " H ^■"'^" • '''^" '" -'"•'"''»-"' and th'e aSt of such debts as in their opinion are bad or doubtful ; as also statinsf thes^ri-lus or j^olit, if any remaining, after deduction of S and provisions for di vidends. Provide d I hat the rendering of such dul-s" ".r. he ComC.''" "'"'""' ''^' '"' '""^ "'"^' "'' '""'"- r^JZe'T-^"'"- '*'!''"'' '''"■'" '"^ " '■'"'"'•« '" payment of any part of the sum or shares subscribed by any person or persons Kf fiil, "'*"'l"'"'i"^ ten ;...;- rr„<„;„, succeeding the depL tmoof !/.'''■ '^;'''''''''.''T''' '''-'''''■'' required to be made at tho Sffr h^ ■';:^'''''''"'7,';'^''^'^'>'^^^^^^^^ -■'■'"■'» deposit to Slrn, M ? i "'u •'^:!"[ Company, and the Stock Thall bo •Old at public sale for the behoof of the Company; ajid on fai r them to the le remaininjj no case shaJI mplete share s hereby fur- tholder, who shares in this er, shall ipso 'nd that any ansfer of any igthis act of )f this corn- contract and igned by the r attested by he company t or engage- signed, and ^ and fundi le inspection »hall inspect h the com- of so much le Directors laces as the iblic Notice least thirty the genersU : holders, for t of the a- Bcifying the amount of also stating' >n of losses ring of such stockholders »1 or indivi- nent of any or persons, ling in pay- ^the depo- lade at tho deposit to ck shall bo ^d ou fai U lure of paying the other instalments, or any of them, the partv or parties tailing therein, shall forfeit the original deposit of five per centum, and the dividends unpaid prior to the time for mak- ing such payment, and during the delay of the same. Titfentj/second. The said Company shall not directly or indi- rectly deal in anything, excepting Billsof Exchange, gold and silver Bullion, or in the sale of Goods really and truly pledged for money lent, and not redeemed in duf time, or in the sale of stock pledged for money lent, and not so redeemed, which said goods and stock so pledged, and not so redeemed, shall be sold by the said Company, at Public Sale, at any time not less than ten days after the p' riod for redemption ; and if upon the sale of such Goods or Stock, there shall be a surplus, after deducting the ex- pences of sale, over the payment of the money lent, such sur- plus shall be paid to the proprietor thereof respectively. Twenty-third. 'J'he Board of directors, are hereby fully empower- ed to make such other bye-laws and regulations, for the govern- ment of the affairs of the Company, and that of their Officers and Servants, as they, or a majority of them shall from time to time think expedient, not inconsistent with law, or these articles. Twenty-Jlmrth. I'his Association shall continue until the first day of August One Thousand Eight Hundred and Thirty-nine & no longer : but the proprietors of two thirds of the Capital Stock rf the Compan' lay, by their concurring votes, at a general meeting to be c for that express purpose, revise or alter these articles, or any oi them, or dissolve the Company at any prior period : provided that notice of such meeting, and of its obiect, shall be published in all the Provincial News Papers for Six Months previous to the time appointed for such meetiig; and provided also that no revision or alteration of these articles shall subject any Stockholder or Stockholders to be bound beyond the amount ot his, her or their Stock. Twenty-fifth. Immediately on any dissolution of this Associ- ation, effectual measures shall be taken by the Directors then ex- isting, for closing all the concerns of the Company, and for divi- ding the capital and profits, which may then remain among the stockholders, in proportion to their respective interests. C.^