^ ^^^ ''^v IMAGE EVALUATION TEST TARGET (MT-3) .^> 1.0 1.1 l^|Z8 12.5 ut m 12.2 Itf 114 ■*■ £f l±& 12.0 URi s f.25 III 1.4 ||i.6 < 6" ► ^ Ss. /A '/ Photographic Sciaices Cbrporation 33 VVIST HMSH 'yfMKT WItSTH.N.Y. i*?"?© (716) •72-4S03 CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques Tachnical and Bibliographic Notes/Notes techniques at bibliographiques Ths Institute has attempted to obtain the best original copy available for filming. Features of this copy which may be bibliographically unique, which may alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. □ Coloured covers/ Couverture de couleur r~~| Covers damaged/ D D D D Couverture endommagie Covers restored and/or laminated/ Couverture restaur^ et/ou pelliculie I I Cover title missing/ Le titre de couverture manque I I Coloured maps/ Cartes g^ographiques en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bleue ou noire) I I Coloured plates and/or illustrations/ Planches et/ou illustrations en coule«jr Bound with other material/ Relii avec d'autres documents Tight binding may cause shadows or distortion along interior margin/ La re liure se.rie peut causer de I'ombre ou de la distortion ie long de la marge intirieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajouties lors d'une rastauration apparsissent dans le texte, mais, lorsque cela Atait possible, ces pages n'ont pas iti filmAes. Additional communts:/ Commentaires supplAmentaires; L'Institut a microfilm^ le meilleur exemplaire qu'il lui a iti possible de se procurer. Les details de cet exemplaire qui sont peut-Atre uniques du point de vue bibliographique, qui peuvent modifier une image reproduite, ou qui peuvent exiger une modification dans la mAthode normale de filmage sont indiquAs ci-dessous. I I Coloured pages/ D D y n This item is filmed at the reduction ratio checked below/ Ce doccjment est filmd au taux de reduction indiqu* ci-dessous. Pages de couleur Pages damaged/ Pages endommagies Pages restored and/or laminated/ Pages restauries et/ou pelliculAes Pages discoloured, stained or foxed/ Pages dicolor6es, tachet^es ou piqu^es Pages detached/ Pages ditachdes Showthrough/ Transparence I I Quality of print varies/ Qualiti inigaie de I'impression includes supplementary material/ Comprend du materiel suppl^mentaire Only edition available/ Seule Edition disponible Pages wholly or partially obscured by errata slips, tissues, etc., have been refilmed to ensure the best possible image/ Les pages totalement ou partiellement obscurcies par un feuillet d'errata, une pelure, etc., ont M filmAes A nouveau de fa^on A obtenir la meilleure image possible. 10X 14X 18X 22X 26X 30X J 12X 16X 20X 24X 28X 32X The copy filmed hare has been reproduced thanks to the generosity of: Seminary of Quebec Library The im ages appearing here are the best quality possible considering the condition and legibility of the original copy and in keeping with the filming contract specifications. Original copies in printed paper covers are filmed beginning with the front cover and ending on the last page with a printed or illustrated impres- sion, or the back cover when appropriate. All other original copies are filmed beginning on the first page with a printed or illustrated impres- sion, and ending on the last page with a printed or illustrated impression. The last recorded frame on each microfiche shall contain the symbol — »> (meaning "CON- TINUED"), or the symbol V (meaning "END"), whichever applies. Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: L'exemplaire film6 fut reproduit grAce A la gAnirositA da: Siminaire de Qu4t>ec Bibliothique Les images suivantes ont 6x6 reproduites avec le plus grand soin. compte tenu de la condition at de la nettet* de l'exemplaire film6, et er conformity avec les conditions du contrat de filmage. Les exemplaires originaux dont la couverture en papier est imprimis sont fiimAs en commenpant par le premier plat et en terminant soit par la dernlAre page qui comporte une empreinte d'impression ou d'illustration, soit par le second plat, selon le cas. Tous las autres exemplaires originaux sont filmis en commengant par la premiere page qui comporte une empreinte d'impression ou d'illustration et en terminant par la derniAre page qui comporte une telle empreinte. Un des symboles suivants apparaitra sur la darnlAre image de chaque microfiche, selon le cas: le symbols — ^ signifie "A SUIVRE ', le eymbole V signifie "FIN". Les cartes, planches, tableaux, etc., peuvent dtre filmte A des taux de reduction diffArents. Lorsque le document eat trop grand pour Atre reproduit en un seul clich6. il est film* A partir de Tangle supArieur gauche, de gauche 6 droite, et de haut en bas. en prenant le nombre d'images nAcessaire. Les diagrammes suivants illustrent la m6thcde. 1 2 3 1 2 3 4 6 6 ':i .\> FOBMSftJCT ■■■;■,■ ■ ■■ ■ :':, .'■ " ' ^' The' British Amerioan HannfaotuFing Otmjwoijf, SPECIAL ACTS OF PARLIAMEl^, 28 Victoria, Cap* 119; *?,,i AMBNOJEA BY . 24 Victoria, Cap, 103, ' ^ ANl) ■ 26 Victoria, Cap. 24* J BSBiALOU, President, A. l»>««>»«.XZ1.3EIC«VC>Z1LS. J BABSALOtr, Fresideiit, A. FOT, Yioe-Freiident, F. BGHOLES, Secretary, F. S. MUBFHY, Treasnrer, WK. HOODIE, WM. LEAAMONT, W. B. HIBBABD, Manager. CAPITAL STOCK PAID UP $200,000, VITH POWER TO INCREASE TO \ h'si- > $1,000,000. MONTBEAL : PRINTED BY PLINGUET & LJiPhJiHTb. im f.-' ■'^■ .^,:., t^,- i mo 23 VicTOTiA, Cap. 1 19. AN ACT TO INCORPORATE The Britidi Amerioaa llaiia&otaring Company, OHANOED BY 26 VIOT., CAP 24. TO THE Canadian Bubber Companyi OB La GoDipagDie Ganadienne de Gaontchonc. WHEREAS Ashley Hibbard, John Preamble. R. Ford, James Bishop and Christopher Meyer, have petitioned for the incorporation of themselves and others as the British American Manu- factoring Company, for the Manufac- tare of Cotton and other goods, and it is expedient to grant their Petition : Therefore, Her Majesty, bv and with the advice and consent oi the Legis- lative Council and Assembly of Ca- nada, enacts as follows : 1. The aforesaid persons and all Incorporation others who shall become Shareholders *°^ corporate in the said Company, shall be and are °*'"** hereby constituted a booy politic and corporate by the name oi The British American Manufacturing Company, 4 The Canadian Rubber Company. WhatbuBiness 2. The Company may carry on the »balUar7^oif ^"^^"^^^ of manufacturing goods and fabrics of all descriptions, that are capable of being produced from Cot- ton, as also such other goods of other materials and descriptions as they may judge it advisable to manufac- ture, whether of Wool, India Rubber, Gutta Percha, or any other material or commodity, and to employ all or any part of their capital and available means for the above mentioned pur- poses, after first paying out of the same all the costs incurred relative to the passing of this Act. Whatrealpro- 3. The Company may acquiro by perty tke purchase, lease or otherwise, and may hoidf*"^"^*^hold absolutely or conditionally, any lands, tenements, real or immoveable estates, for the convenient conduct and management of their businev3, including water and other motive po- wers, not exceeding the yearly value often thousand dollars, and may sell, alienate, let, release and dispose of the same from time to time, and may acquire others in their stead not ex- ceeding at any time the value afore- said. ...r Capital and 4. The capital of the Company . ihares. shall be the sum of one million of 1 [dollars and shall be divtSedrinto 3Ba- ' I I: two hundred dollars each The Canadian Rubber Company, I which shares shall be held to be per- sonal estate. 5. The said Ashley Hibbard, John First Direct- R. Ford, James Bishop and Christo-<>"*°i , Company; and until it shall be otherwise so determined, the same shall take place on the first Wednes- day in May of each year ; and pre- vious notice of the time and place of the holding of the first annual mee- ting shall be given in one or more public nevrspapers, by three of the Directors ; and of subsequent annu- al meetings, a like notice shall be given under the hand of the Secre- tary of the Company, unless and un- til otherwise regulated by the By- laws thereof, and the latter provi- sion, with regard to notice, shall ap- ply also to special general meetings ; Notice. I4 ,*• * :-; ■ f. x-'-v-. •# The Canadian Rubber Con pany, 7 and in case of e vacancy occuring Vacancies be- amongthe Directors, by dealh, re-'^ZVgt signalion v/r otherwise, at any time previous to the annual meeting, the same «>hali be filled up for the re- mainder of the unexpired year, in such manner as may be prescribed by the By-laws of the Company. 10. Each share shall entitle the Each share to holder thereof to vole at all meetings Kive a vote, of the Company, either personally or by proxy, such proxy being also a proxies, Ac. Shan'holder and having a written authority ; should the manner and Bj>iaws as to form of voting by proxy be regulated proxies. by any of the By-laws of the Com- • pany, such By-laws will be required to be conformed to, and every Share- holder shall have a number of votes equal to the number of shares held by him, subject to any provision that may be made in the By-laws, with regard to the registration and payment of calls ; — and all questions Majority of shall be determined by the majority votes to deci- of votes given in respect thereof. ^® questions. U, The Company shall have a President. President, who shall be elected by the Directors from among themselves; the Directors shall also appoint a Se- Secretary and cretary, and may appoint such other ?*^®' officws ai ^u r *• . to be appoint- omcers as they may Irom time tOed. time judge expedient, and may re- -i s The Canadian Rubber Company, ' ' '■"'■- ' <■: ...'1, quiie such officers and Secretary to give such ecurity for the faithful performance of their duties as the Directors shall see fit to exact, and may pay and allow such Secretary and officers such salaries as may be agreed upon. Clp«»cial gene- 12. A special general meeting may ral meetings at any time be called by the Direc- how called, tors ; and thev shall call such mee- ting whenever thereunto required by not less than fifteen of the Sharehol- ders who together sh.all be proprie- tors of at least two hundred shares, Notice. and at least twenty days notice, of every such meeting shall be given to the Share holders by sending to each of them, by post or otherwise, a written or printed notice specifying distinctly the purpose or purposes for which such meeting is called ; and no matter or business not so spe- cified shall be discussed, concluded ^- , ,, ,, upon or settled at such meeting. ^j Directors to make calls and compel pajrment, &c. Forfeiture of shares for non-payment, 13. The Directors may make such calls upon the respective Sharehold- ers, in respect to the shares subscri- bed or held by them respectively, as they may, from time to time, deem expedient ; and may require the same to be paid with or without interest, and may impose penalties for failure of payment not exceeding ten per !'- The Canadian Rubber Company, 9 centum at anyone time, on the amount of the call or calls made ; and like- wise, but not without six weeks' no- tice, cither served personally or pu- blished in a public newspaper requir- ing payment of such calls, may de- clare forfeited all such shares as may be in arrear in respect of any call or calls, interest or penalty, and such shaiCs shall, upon such declaration, be and become forfeited in favor of the Company, as well as the amounts paid thereon ; and such shares may thereupon be sold and disposed of in puch manner as the Directors see fit, and the net proceeds applied in de- duction of the claims of the Company against the Shareholders who shall have respectively been in default in regard thereto, and who shall remain liable for and be bound to make good any deficiency in respect of their sha- res ; or the Directors may, in their Directorsmay discretion, should they see fit, first proceed by proceed, by suit or action, for the re-^"*'* covery of any sum or sums due for a call or calls on such shares, with or without interest and penalties, or either, as the case may be, and may afterwards, if not recovered in full, proceed by forfeiture as above di- rected. 14. In any action or proceed ing What aliega- which may be brought by the Com-*^^"^''"'^'^^- 10 The Canadian Rtibber Company, dence shall pany against any Shareholder for the sSSlctioT J^ecovery of any sum clue on any call or calia, or for interest or penalties thereon, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more in the capital stock of the Com- pany, and is Indebted in the sum lo which the arrears on the call or calls, . made on such share or shares amount (together with interest and penalties, if any,) and it shall only be necessary to prove that the defendant was pro- prietor of a share or shares, and that a call or calls had been made thereon, and notice thereof given to the defen- dant in the manner required by this Actc it >:'ji-- Directors to 15t The Directors of the said Com- make By-laws pany may make By laws for the de- jnirposes!" termination of the quorum of Direc- tors, for the management and disposi- tion of the stock and business affairs of the Company, for the appointment of officers, and for prescribing their powers and duties and those of all artificers and servants, that may be employed for carrying on all kinds of business within the objects of the Company, for making Contracts rela- ting thereto, and for carrying into effect all of the powers vested in the Company by this Act ; and may •-' 'f,-. 4J The Canadian Rubber Company. ft i amend or repeal any sach By-laws, and make others in their stead ; And Proof of By- any copy of such By-laws, or any of ^^8. them, purporting to be under the hand of the Clerk, Secretary, or other offi- cer of the Company, and having the corporate seal of the Company affixed to it, shall be received as primd facie evidence of such By-law or By-laws in all Courts of Law or Equity in this Province. ♦Srji^ttfti.^ 'M«i''r.<.' i 16. The Company may become a May be par- party to Promissory Notes and Bills *^Jj^*®^^jJ^«^°^ of Exchange for sums of not less than*^*' *"^*' one hundred dollars : and any such Promissory Note made or endorsed, and any such Bill of Exchange drawn, accepted or endorsed by the President or Vice-President of the Company and countersigned by the Secretary- Treasurer or by the Clerk, or Secre- tary, or Treasurer thereof, under au- thority of a Quorum of the Directors, shall be binding upon the Company ; and every such Promissory Note or Bill of Exchange so made, drawn, accepted or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary- Treasurer or by the Clerk or Secre- tary or Treasurer thereof, shall be presumed to have been properly so made, drawn, accepted and endorsed, as the case may be, unless the con- The Canadian Rubber Company, Seal not ne- cessary. Not to issne Bank notes. trary b«^ sho'wn ; and it shall not be necessary to have the seal of the Com- pany affixed to such Promissory No- te or Bill of Exchange ; nor shall the officers of the Company, signing or countersigning the same, or such ac- ceptance or endorsement thereof, be thereby subjected individually to any liability whatever, but the Com- pany shall not issue any Note or Bill payable to bearer, or intended to be circulated, or of a character to be circulated, as money, or as the notes of a Bank. Company may divide their business into departments. May employ managers, &c. May pay them a percentage on net profits, 17. The business of the Company may be divided int(f and managed by separate departments, distinguished by the particular nature of the busi- ness which may be carried on in each, or otherwise as may be judged most expedient ; and the Company may employ Superintendents, Mana- gers, Agents and Servants for one or more of such Departments, at their pleasure, and may agree to remune- rate them, in whole or in part, by a percentage on the net profits of any particular department,towards which such services may be rendered, or ge- nerally, as the Directors see fit, with- ont thereby causing such Superinten- dents, Managers, Agents or Servants to incur any personal liability ior the debts of the Company, or being in any manner held to be partners therein. < 1 i) /, The Canadian Rubber Company, 13 18, No Shareholder in the Compa- Liability of ny shall, in any manner, be liable to, f.J^Yted?^^^'* or charged with, the payment of any debt or demand due by the Company, beyond the amount of his or her subs- cribed share or shares in the capital stock of the Company. 19. The Company shall not esta- Company not blish any manufactory whatever, "°" bug^n™™®^ ^fn til the whole ot the capital stock shall ^u the capital have been bond fide subscribed for, is subscribed, nor until an amount, equal to twenty ^"'l^^^' per centum on the said sum of one ^^ * ^ ^^' million of dollars, shall have been paid up by the Shareholders, and pla- ced at the disposal of the Directors for the purpose of carrying out the ob- jets contemplated by this Act. 20. This Act shall be deemed a Public Act. ;■•■,*■!;/ ^.R",'f;v « ./ ';*!,; ^., ' i '.>^' :¥ .•4, * , jr i/JK-jc;>,f^T(if'T',' ,Vv . ^. ;K'i>"£l\J<»i.v«i^-i*i_- '' -,.'>■■'.■ • \ /^^ u -..i- \ 24 Vic. Cap. 103. AMENDMENT TO ACT INCOfiPOEATlNft rvat British Ameriean HannfiMtnring Company, ^"-^ CHANQKD BY 26 VIC, CAP 24, TO THE ; Oaiid.dian Rubber Company, oa La Gompagnie Canadienne de Caootchonc. -•«H W HERB AS the British American Preamble. Manufacturing Company and the Directors thereof, interested there- in, haye petitioned for an amend- ment to their Act of Incorporation, being the Act twenty-third Victoria, chapter one hundred and nineteen, and it is expedient to grant their Pe- tition : Therefore, Her Majesty, by . and with the advice and consent of the Legislative Council and Assem- bly of Canada, enacts as follows : - 1. The said Acf twenty-third Vic- Capital of ibe toria, chapter one hundred and nine-^^J^^^^^pJ: teen, and particularly the fourth sec-er to Increase tion thereof, is hereby amended, so^^* that notwithstanding any thing there- in contained, the capital of the said Company shall be the sum of two. I hundred thousand dolla}- • er id increaseTSe same fj s, withpow- from time to 11 16 ( The Canadian Rubber Company » time to one mijliflfi dollars, by sums of noless tKan fiftylfiousaiid dollars at each time ; such increase, in eve- ry case, to be authorized by a vole of no less than two thirds of the shares of the Company, which may be pas- sed at any meeting of the Sharehold- ers specially convened for the purpo- se, or at any meeting, in the notice convening which, it shall be stated that it is proposed to increase the ca- pital. A certain sum to b€ paid up 2. The aforesaid Act, and particn- before a M^ ^^'^7 ^^® nineteenth section thereof, nufactory is also hereby amended, so that not- may be esta- withstanding any thing therein con- biiahed. taiaed, the Company shall not esta- blish any manufactory whatever, un- til the v^hole capital stock to the ex- tent of the said sum of two hundred thousand dollars, shall have been &o- nd fide subscribed for, nor until an amount equal to fifty per cent on the said sum of two hundred thousand dollars shall have been paid up by the Shareholders, and placed at the disposal of the Directors, for the pur- pose of carrying out the objects for which the Company has been incor- porated. , , ^ ,,. ^- xii 'c;.*,-: Public Act. 3. This Act shall be deemed a Pu- blic Act. .' ' . ... ...... . . .- - - af i-:i ( #• 'u- /r^3 'y, ' 26 Vic. Cap. 24. AN ACT TO FURTHER AMEND THK ACT INCOAPORATINO The British Amerioan ManofiEicturing Company, AND TO Change the Name of the said Company TO THE ^ Canadian Rubber Oompany, oa La Gompagnie Ganadienne de GaoQtchoQC. •,: ^ ;.;,.<-;■ vl,;^ '4 'i.i:!; -•if I, «,. -•«- WHEREAS the British America q Preamble. Manufacturing Company have petitioned for a further amendment of their Act of Incorporation being the Act twenty-third Victoria, chap- ter one hundred and nineteen, and to have the name of the said Compa- ny changed, and it is expedient to grant their Petition : Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows : 1. The Directors of the said Com- company may pany shall have the power to elect eitct a Vicr- , from among themselves a Vice-Prp - P^aident. 7) j^dent in the -same m^i^er as is pro- M li * 18 The Canadian Rubber Company, vided for the election of a Presiden t, for the performance of such duties His powers. ' and the exercise of such powers as may be conferred upon him by the By-laws of the Company, and he shall, irrespective of such By-laws, in the absence of the President, have power to act in his stead. Company maj 2. The Directors of the said Com- •lect additio-paijy ^re authorized to make one or nal Directors, ^^^g By-laws for the election of one or two additional Directors to be elected at the annual meetings of the Shareholders, and may amend or re- peal such By-laws and make others in their steaa provided that the num- ber of Directors shall at no time be increased beyond the number of seven, nor reduced bolow the number of five; By-jaws to be and provided further that every By- J^'J^^JJ^* *^ *P" law passed under this section shall be subject to the approval of the Sha reholders at the meeting at which the election takes place, or at any other meeting called for this purpose. proval. A f of Directors. By-laws fixing 3. The said .Directors shall have !?nS!!°°" ^^® ^^^® power to regulate by By- law what number of shares in the ca- pital stock of the said Company must be owned by any person to qualify such person to be elected as a Direc- tor of the Company, provided that such qualification shall at no time be ne Canadian Rubber Company, 19 JC- lat be ) reduced below twenty-five shares, and which said By-law shall not go into effect without the approval of the Approval re- Shareholders expressed at any annu- quired. al meeting or some other meeting cal- led for this purpose. 4. The corporate name of the said Corporate na Company isnefefey ch ang ed, so that me changed. hereafter it shall bear^na be known by the corporate name of " The Ca- nadian Rubber C ompany " wTiich name may155^ used m ihe fren^h lan- guage also and shall theiTbe " La^ Compag nio Canadienne deJCaSfft^ chguc ^' and eltfieTTtf these riamesT ffCalT be held to be the corporate na- me of the Company and shall be a good designation thereof; but such Proviio. change of name shall in n6 manner whatsoever change, alter or affect any contracts, liabilities, rights, obli- gations, powers or attributes pertai- ning or attaching to the said Compa- ny. 5. This Act shall be deemed a Pu- blic Act. r " V\ i ^^ '** ' -1 ' -li ■'i'^ tj- '''X i* .«>> r:1 > _<, • - -:.' -fir-" 'rf*,^i *>IJ -t v.. BY-LA.TrS ■ ' n 09 THX Canadian Rubber Company, OR la Gompagnie GaaadieDne de CaontGhonc, UNANIMOUSLY ADOPTED BY THE BOARD OF PIRECTOBS, — JUNE 10, 1863.— 1. The Annual meeting of the Shareholders of the Company for the Election of Directors and the trans- action of the general business of the Company, shall be held at th^ office of the Company in the City of Mont- real on the third Wednesday <»f January in each year whereof ten days previous notice shall be given under the hand of the Secretary and fmblished during that time in at east two City newspapers. 2. Special general Meetings shall be called as provided in Section 12 of the Act of Incorporation of the Company. 3. At all meetings of the Company five Shareholders at least must be personally present to constitute a quorum for the transaction of busi- nesSt »«.»--*>, , , 4. The President or in his absence the Vice-president or one of the Di' rectors shall preside at all meetings of the Shareholders, and all voles therea t ■i(Z\"'/ - Annual Meet- ings. Special Gene- ral Meetings. Meetings of Shareholders. Proce '.Inga at Meetinga. [■m:^'''y?'i'>iA v.fv ;jt> .!!-;!»i; li The Canadian Rubber Company. Proxies. Of Directors. shall be taken by ballot when deman- ded by any Stockholder present, but if not sc demanded thpy shall be taken ia the usual way b^ assent or dissent. „ 5< Shareholders may vote by proxy provided the authority for that pur- pose be given to another Shareholder in proper form and deposited with the Secretary of the Company at least twenty four hours previous to the meeting at which buch proxy is to be used and not otherwise. 6. The affairs of the Company shall be managed by a board of seven Directors, to be elected annually from among the Shareholders at their annual meeting, each of which Di- rectors must be the proprietor of at least twenty-five shares of the capital stock of the Company ; and they shall always r'emain in office, and be Di- rectors, until their successors shall be elected. , 7. In case of any vacancy occur- ing among the Directors during their term of office, by death, resignation or otherwise, suc'i vacancy must be filled up for the remainder of the unexpired year by the remaining Directors. 8> Thiee Directors present shall be a quorum for the transaction of business. Notice of Meet- 9. Due notice shall be held to be inM °^ ^^^^^' given of a meeting of the Directors, if they be notified personally by the Of Vacancies. Quorum of Di rectors. tors. 7%e Canadian Rubber Company^ 23 Secretary, or if a notice be deposited? in the Montreal Post Office to the address of such Directors respecti- vely, at least twenty four hours before the meeting. 10. It shall be the duty ol the Di- Duty of the • rectors to manage the affairs and ^*'^®^*®''s- business of the Company generally and in confprmity wuh the charier of the Company, and it will be specially incumbent on then, within ten days after their own election to elect from among themselves a Pre- sicljut and Vice-president. It will also be their duty to fix the rates of salary or renumeration for all Officers of the Company, and they may in their discretion require security to their satisfaction from all Officers of the Company, but in no case shall they accept the security of any Offi- cer of the Company for and on behalf of any other Officer or employee of the Company, 11. It shall be the duty of the Pre- The duties of sident to preside at ail meetings of *^* President. the Stockholders or Directors when present, to execute all Bonds* and Deeds entered into by the Directors of the Company, to sign certificates of stock, to sign all promisory notes given by the Company, to accept and endorse drafts and to endorse Bills Receivable, and all notes, drafts and Bills Receivable when signed by 24 The Canadian Rubber Company. Duties of the Secretary. tbe President and countersigned by the Treasurer shall always be binding on this Company, without further action by the Directors. 12. The Directors shall from time to time appoint a fit and proper person to be Secretary of the Company, whose duty it shall be to see that all neces- sary books and records of the Com- pany,either required by their Charter or by their By-Laws or by the exi^ gencies of their business, including ' the minutes of the proceedings of the Directors are regulary and properly kept. It shall also be his duty to call all meetings of the Company and Directors, and to countersign all certifica;tes of shares issued to parties holding stock in this Company. 13 They shall in a like manner appoint a fit and proper person to be Duties of the Treasurer of the Company ; whose Treasurer. duty it shall be to manage the fi^ian- cial concerns of the Company and among other things, to sign all che- ques for money, to countersign all promisory notes, drafts and Bills Re- ceivable and certificates of Capital Stock, issued by the Company, none of which shall be valid and binding on this Company unless so counter- signed by the Treasurer of this Com- pany. It shaP also be his duty to see that proper and correct records are Kept of all his transactions on behalf of the Company. I T%e Canadian Rubber Company, 25 14. The Directors shall also ap- Duties of point a Manager whose duty it shall Manager. be to have general charge and mana- gement ol all the properties and business of the Company. He shall under the authority of the Directors make all contracts for the proper transaction of the business of the Company and have sole charge and direction of all the employees of the Company being at all times respon- sible to the board of Directors for the proper discharge of his duties, n^ . 15. No person or persons shall be permitted as of right to enter into the factory or premises of the Company, except the office, without producing a written order from the President or one of the Directors of the CompanyT^ 16. Certificates of Shares of the Certificate of Capital Stock of the Company may^^"**^* be granted and issued to the pro- prietors thereof in the following form: No. Shares This is to certify that is the proprietor of Shares of the Capital Stock of The Canadian Rubber Company, or La Compagnie Canadienne de Caoutchouc, subject to the provisions of the Act of Incor- poration and the By-Laws of the Company, transferable only at the office of the Company, in the City of Atlontreal, by the said or 26 The Canadian Rubber Company, Transfer of Stock. attorney on the surrender of this cer- tificate In witness whereof the President and Secretary have hereunto affixed their Signatures and the corporate seal of the said Company, this day of 18 Countersigned v ? i President. SEAL 1 Treasurer. / , V-.- : .,^ Secretary. 17. The Shares of the Company shall only be transferable by recor- ding in the s' :vck book of the Com- pany at the office of the Company, in the City of Montreal, by the Share- holder or Attorney on surrender of the certificate for such Share or Shares. No transfer of Shares shall be made when the holder is indebted to the Company, without the consent of the President and Secretary and the transfer may be in the following form : Form of Transfer. I of in consi- deration of the sum of ' dollars paid to me by of do hereby bargain, sell" and transfer to the said of Shares of the Capital Stock of The Canadian Rubber Com pany, or La Compagnie Canadienne de Caoutchouc, now standing in my name on the Books of the said Com- The Canadian Rubber Company, 27 pany to hold to the said ' . heirs, executors, curators, adnii-^ nistrators or assigns subject to the same rules and on the same condi- tions that I hold the same. And I the said do hereby agree to accept and receive of the said the above named shares subject to the same rules, liabilities and conditions upon which the said held said shares . Witness our hands and seals this day of 18 .. 18. Shareholders may grant pow- ers of attorney for the transfer pur- chase or sale of Stock or the receipt of dividends, &c., which may be in the following form : Form of power of Attorney Form of Know all men by these presents, that ^tJ^JJ^i I of do make, constitute and appoint of my true and lawful attorney for me and in my name and on my behalf to purchase and receive or sell assign and transler all or any part, interest or share of the Capital Stock of The Canadian Rubber Company, or La Compagnie Canadienne de Caout- chouc, to me belonging or standing in my name to receive the consideration therefor, and give receipt or receipts for the same, to accept all transfers that now are or hereafter may be made unto me, to receive and give re- 28 The Canadian Rubber Company. ceipt for dividends that now are or shall hereafter become due me from time to time, and generally to do all lawfuil acts requisite for effecting the premises. Hereby ratifying and confirming all that my said attorney shall do therein, In witness whereof I have hereuuto set my hand and seal at this day of 18 .. , . . Signed and Sealed in \:' ? presence of ^ Form of 19 Form of Proxy. Proxies. j q^ hereby appoint of Shareholder in The Canadian Rubber ,Company, or La Compagnie Cana- «,; . - dienne de Caoutchouc, to represent me by proxy, and to vote and act for me at all meetings of the Company, and in my name to do all things with regard to the business of the Com pany in my stead that I might legally do, if personally present. Wit- ness my hand this day of 18 20. The Seal hereunto affixed shall be the Seal of the Company and shall not be used without the sanction of the President. ; *. , ,,il*.i , #' Vi'J I •'M-, '^.^ ^t