t^J IMAGE EVALUATSON TEST TARGET (MT-3) 1.0 I.I |50 ^^ ■U ■■■■ M 118 1.25 \A III 1.6 V] <^ /# /a '^ #m, ' "» '^^v"^ y Photographic Sciences Corporation *% V? ^v'4 ». ^ 23 WEST MAIN STREET WEBSTER, N.Y. 14580 (716) 872-4503 ri>^ CIHM/ICMH Microfiche Series. CIHM/ICIVIH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques Technical and Bibliographic Notes/Notes techniques et bibliographiques The Institute has attempted to obtain the best original copy available for filming. Features of this copy which rr.dy 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. L'institut a microfilm^ le meilleur exemplaire qu'il lui a dt6 possible de se procurer. 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D Additfo.ial comments:/ Commentaires suppl^mentaires: This item is filn^ed at the reduction ratio checked below/ Ce document est filmi au taux de reduction indiqu6 ci-dessous. 14X 18X 22X 10X 26X 30X I y 12X 16X 20X 24X 28X 32X Th« copy film«d h«r« has b—n raproducad thanks to tha ganaroaity of: Archives of Ontario Toronto L'axamplaira filmA fut raproduit grAca i la gAniroaiti da: Archives of Ontario Toronto Tha imagaa sppaaring hara ara tha baat quality poaaibia eonaldaring tha condition and lagibility of tha original copy and in kaaping with tha filming contract spacificationa. Laa imagaa suivantaa ont iti raproduitas avac la plua grand aoin. compta tanu da la condition at do la nattati da l'axamplaira film*, at 9n conformity avac laa conditions du contrat da filmaga. Original eopiaa in printad papar covars ara fllmad baginning with tha front covar and anding on tha last paga with a printad or illuatratad impraa- sion, or tha back covar whan appropriata. 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Mapa, plataa, charts, etc.. may ba fllmad at different reduction ratioa. Thoao too large to be entirely included in one expoaura are filmed beginning in tha upper left hand comer, left to right and top to bottom, aa many franiea aa required. The following diagrama iliuatrate the method: Laa cartea. planches, tableaux, etc., peuvent dtre fiimte A dee taux de rMucrion diff Arents. Lorsque la document est trop grand pour dtre roproduit en un seui clichA, il est film^ A partir da Tangle sup4rieur gauche, de gauche A droite, at de haut an baa, en prenant le nombre d'Images n^cessaira. Las diagrammes suivants iiiuatrent la m^thoda. 1 2 3 32X 4 6 BY-LAWS A.. AND REGULATIONS .VOR THE MANAGEMENT OF THE BUSINESS OF THE UPPER CANADA lININa COMPANY. HAMILTON, C. W. FRINTED AT TBK SPICTATOB tfTTlCE, 1848. '■J M -i. \ \ \ \ BY-LAWS, Sc-. / h \ MEETING OF STOCKHOLDER^?. • I.— The General Meeting of th»^ Sto*:k- holders to take place annually, by virtue cl' the Act of Incorporation, on the first Monday in January, at the Office of the Corporation, in the city of Hamilton, shall be held at twelve o'clock, noon,— and thirty days' no. , tice of such Meeting shall be given in suck Newspapers as may from time to time be or- dered by the Directors. II.— The Board of Directors may, as of- tea as it may deem expedient, call general meetings of the Stockholders, to be held at the said Office or elsewhere, on giving the like public notice as above mentioned, of the time and object of holding any such special meet- ing j and also by sending to every registercxl Stockholder a notice by mail, thirty days pre- vious to such general meeting. \ \ Ill— The Secretary shall, on the written requisition of not less than twenty of the Shareholders, who, together, shall be proprie- tors of, or represent by proxy, at least ten thousand Shares of the Capital Stock of the Corporation, call by such notice as last afore- said, a special meeting of the Stockholders, at such Office or elsewhere— the said requisition 1,6 specify the object, and the said notice, as V7q]\ as the object, the time and place of hold- ing such meeting. IV.— -The President, or in his absence the Vice-President, of the Corporation, shall ex officio take the chair at all general and spe- cial meetings of the Stockholders •, or in case they shall both be absent, then a Chairman shall be elected by the Stockholders present, 6r represented, at the meeting, v.— Any such meeting as aforesaid, may be adjourned to a future day -, but no new matter, not specified in the notice or requisi- tion, shall be introduced at any adjournment of a special meeting. ^ ' VI.-- The ballot-box for the election of Directors shall remain open on the day of the annual general meeting, from twelve o'clock noon until four in the afternoon of the same, when it shall be closed, and the votes ascer* tained, as hereinafter provided for- VII. — No transfer of Shares of Stock fcliali be registered during the fifteen days next preceding the general or any special meeting of the Stockholders for the election of Directors. VIII. — The Votes at any meeting of the Stockholders shall be ascertained by two Scru- tineers, to bo appointed by the meeting j and when so ascertained, the state of the Votes or Poll shall be reported to the Chairman, and by him proclaimed to the meeting. In case of there appearing an equality of votes, the f Chairman shall decide by his casting vote. .^.•.,'» BOARD OF DIRECTORS, IX. — The Directors may hold Meetings at such times and places, in the said City of Hamilton, or elsewhere, as the President or Vice-President, or any two of the Directors, may appoint, two days at least previous no- tice in writing, of such special meeting being forwarded by Post, by the Secretary ,to the se- veral Members of the Board. X. — The Directors shall, agreeably to the Act of Incorporation, immediately after their election to Office,elect from among them- selves a President ; and at tlie first meeting 'of thf Board of Directors after their annual 6 election, shall proceed to elect from among themselves, a Vice-President for the ensuing year •, and such President, or in his absence the Vice-President, or in the absence of both of them, a Chairman, to be chosen for that purpose alone, by tne Directors present, shall be Chairman at all Meetings of the Board. XL— Any President, Vice-President, or Director, desirous to reiign his office, shall give notice in writing to the Secretary, of hia intention to do so, and the Office shall be va- cant at the expiration of ten days from the re- ceipt by the Secretary of such notice, or sooner if a successor be appointed. XII. — In the event of any vacancy occur- ring, either in the office of President or Vice- President, the said vacancy shall, from time to time, be filled up by the Directors, by elect- ing one of themselves to fill the vacant office •, such election being made at the first general meeting of the Board after such vacancy, or at a special meeting to be called as aforesaid, for that purpose. t PRESIDENT km VICE PRESIDENT. ■r-;>-)ltl i XIII.— It shall be the duty of the Presi- dent, and in his absence, of the Vice-President and one of the Directors, and in the absence of both President and Vico-Picsidcnt,oftvvo of tbe Directors, by virtue of the Act of Incorpora- tion, to sign all Bonds, Deeds, Debentures of Contracts entered into, or by or on behalf of the Corporation, and also all Cheques or Drafts for Money, an'' Certificates of Stock, and generally to superintend the affairs of the Corporation. SECRETAllY. XIV. — The Secretary shall be appointed by the Board of Directors, and hold office during its pleasure. Ho shall prepare and keep proper Books of Account ; a Register of Stockholders; a Minute Book of the Proceed- ings as well of the Meetings of the Stockholders as of the Directors ; and all such otherBooks and Papers as the Directors may prescribe ; and shall carry on the Correspondence of the Cor- poration under the instructions of the Presi- dent, Vice-President, and one Director, or of two Directors, acting severally for those absent, as prescribed in the preceding Article :— all which Books, Registers, Papers, and Corres- pondence, shall at all times be open to the inspection of the Directors. He shall like- wise sign Receipts and Acknowledgements for all MonieSjSecurities and Papers, the property of the Corporation, which may come into bis 8 hands. He shall deposit in one of the char- tered Banks, or Branches of chartered Banks, in the said City of Hamilton, all Cash received by him •, and shall countersign all Bonds, Deeds and Debentures, Contracts, Cheques, Drafts, Certificates, and other Documents re- quiring to be signed by the President, Vice- Presid°ent and one Director, or two Directors, as aforesaid. SOLICITOR. XV.— The Solicitor shall be appointed by the Board of Directors, and hold Office during its pleasure. He shall be a Member of the Upper Canada Bar, in good standing, and ^hall have the management of all matters re- quiring legal advice nnd assistance. CALLS. XVI.-— When and so often as the Direc- tors shall see fit to make any Call upon the Stock of the Corporation, not less than forty days' notice of such Call shall be given, in such papers as they shall direct, as well as by letter sent through the Post Ollice, addressed to each of the then enregistered Proprietors of:5tock:, and such Advertisement and Let- Let- f-© tcrs shall state the amount of such Call, and the place or places, and the time or times, of the payment thereof. XVII.— It shall be competent for the Di- rectors to forfeit, after the expiration of thirty days from the period at which any Call shall become due, the Stock of such Parties as may fail in paying such Call, and the interest ac- cruing, at six per cent, per annum, thereon, from the expiration of the time of such Call being so due, without any other form or act than an official notification, under the Seal of the Company, to be sent to the Parties so making such default in payment as aforesaid, to their, his, or her, usual places or place or abode through the Post Office— or in the event of the residence of the Stockholder or Stockholders not being known to the Officers of the Company, a publication of such notifi- cation twice in the Mining Journal ^ Rail' Road Gazette, to be equivalent to such notice sent through the Post Office — stating that such forfeiture had taken place •, and the Stock so forfeited shall thereafter become the absolute property of the Corporation j which said share or shares may be re-issued in such way, and on such terms,a3 the Directors may deem most expedient for the interests of the Company. 10 CERTIFICATES AND TRANSFERS. XVIII.— The Certificates of Stock shall exhibit the Holders' Names, the number of Shares, and shall be signed by the President or the Vice-President and one Director,or two Directors as aforesaid, and shall be counter- signed by the Secretary, a copy of the Sea! uFthe Corporation being engraved on same. -.' XIX.-- It shall be competent to the pi- rectors to withhold the issuing of any Certifi- cates of Stock to Shareholders at present in- debted, or who may hereafter be indebted, to the Corporation by Book Debt, Note, or Ob- ligation of any kind, or in any other way, until such debt shall be cancelled. . . . XX.— Transfers of Stock shall be in the t'oxm given by the Act of Incorporation. ATTORNEY OR PROXY. XXL— -In all cases where any act is to be rflVne or vote given, for or on behalf of a Stockholder, the deed, letter, or written autho- rity for such act or vote, shall be produced by said Attorney or Proxy, and deposited with the Secretary, who shall examine the same, and, if correct, shall fyle it among the records of the Corporation, and in case the authority or power is to vote for,or in any other manner 11 represent a Stockholder at any meetlng,tho At- torney or Proxy shall himself be a Stockholder. DIVIDENDS. XXII. — The Directors may declare Divi- dends of the Profits of the Corporation, when and as often as they may deem that the state of the funds will permit, giving thirty days' public notice, as before provided for, in the matter of making Calls ; setting forth the amount of Dividend, and the time or times, and place or places, of paying the same j such payment to be made to those Stockholders whose names shall appear on the Register fif- teen days prior to the day of such payment, or who shall show satisfactory evidence of having been the owner of Stock thirty days previous thereto. The Transfer Books to be closed during the said fifteen days previous to day of payment. COMMON SEAL. XXIIL— The Seal produced to the Meeting having been approved of, shall here- after be used as the Common Seal of the Corporation, and shall be affixed by the Se- cretary to such documents as the President, the Vice-President and one Director, or two •r\? X -> i^^r^«.#> »^wA«ri#lA/1 if\ ae*t in his f\v their absence respectively, may appoint.