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Les diagrammes suivants illustrent la m6thode. 1 2 3 1 2 3 4 5 6 * ACTS OF INCOEPOEATION -AND i'W*tMM.W?^ OF THB urn lll#.A, m m^^ .t M ASSOCIATION, HAMILTON, ONTARIO. m-"^ HAMILTON: Spectator Steam Printing House, Corner Main and James Streeti, 1872. 4 » -■■■ :•-*/: "v.- :i 3 V ^ AN ACT TO INCORPORATE THE ^* Jamiltou ^lasoiiit Dall Association/* PASSED IIV 1N63. Whereas, Charles Magill, F. W. Gates, Thomas Bird Harris, Milton Davis, William Daniell, Robert J. Hamilton, Thomas McCraken, William Muir, George W. Burton, William Bell- house, George Roach, James M. Rogerson, Harcourt B. Bull, William Birkett, Thomas C. Macnabb, Alfred Booker, J. E. O'Reilly, Dougald Mclnnes and others, members of the "Ham- ilton Masonic Hall Association ' hare by their petition to tho Legislature, represented that they have in contemplation the erection and maintenance of a building within the City of Hamilton to be styled the " Hamilton Mnsoni": Hull " for the accommodation of public meetings, convened for useful and moral purposes, and that it would greatly tend to the ad- vancement of the useful and Philanthropic objects of the said association if corporate powers were conferred upon them, and have prayed for an Act ot Incorporation ; therefore Her Majesty, by and with the advice and consent of the Legisla- tive Council and Assembly of Canada, enacts as follows : 1. Charles Magill, Frederick W. Gates, Thomas Bird Harris, Milton Davis, William Daniell, Robert J. Hamilton, Thomas McCraken, William Muir, George W. Burton, VVm, Bellhouse, George Roach, James M. Rogerson, Harcourt B. Bull, Wm. Birkett, Thomas C. Macnabb, Alfred Booker, J. E. O'Reilly, , Dougald Mclnnes and all such persons as are now and shall hereafter become members of the said association, shall be and are hereby declared a Body Politic and Corporate, under the name of the *' Hamilton Masonic Hall Association " and shall be entitled to acquire, hold, possess, take, receive and dispose of, for the purposes of the said Corporation any lands, tenements or hereditaments and real or immovable property lying within tlic said City of Hariiltou not exceeding in yalue the sum of Fifty Tliousand Dollars. 2. The Capittil Stock of the said association shall be and consist of the sum of Fifty Thousand Dollars, or such part thereof as shall bo deemed necessary to be raised by the said association, and the same shall be divided and distinguished into Two Thousand five Hundred equal parts or shares at a price not exceeding Twenty Dollars per share, and shall be deemed personal f state and be transferable as such ; and the said two thousand five hundred shares shall be and are hereby vested in the members ot the said association and their several and respective executors administrators and assigns, and to Iheir prop<'r use and behoof i)roportionably to the sum they and each of them shall severally subscribe and pay there- unto ; and all and every persons and their several and re- spective executors, administrators and assigns who shall re- spectively subscribe and pay the sum of Twenty Dollars or more towards carrying on and com[)leting the said " Ham- ilt«»n Masonic Hall " shall be members of the said association, and as such entitled to and receive, after the said building is completed, the entire and net distribution of the profit and advantages that shall and may arise and accrue by virtue of the sum and sums of money to be raised, recovered and received by the authority of this act, in proportion to the number of fihares so held ; and every person or persons having such pro- peity of four or more shares in the said undertaking and in proportion as aforesaid, shall bear and pay an adequate and proportional sum of money towards carrying on the said un- dertaking in the manner by this Act directed and appointed. 3. Upon every or any subject, proposition or question which shall arise, be discussed or be put, relating to the affairs of the said Corporation, at any meeting of the members thereof to be held in pursuance of this Act, each member present thereat shall be entitled to one vote for every one or two shares he shall hold or possess in the said undertaking; the holders of three or four shares shall be entitled to two votes and so on in proportion : Provided, however, that no mem- ber shall at any time be entitled to more than ten votes, al- though he may be a holder ot more than twenty shares ; and whatsoever question, election of Officers, or other matter or thing shall be proposed, discussed or considered at any such meeting, shall be finally determined by the majority of votes then present, and the Chairman at every sucli meeting, in case of a division of equal numbcM, shall have the casting vote, although he may have voted before. 4. Tlie said Corporation may from time to time lawfully borrow, either in this Province or elsewhere, such sum or sums of money, not exceeding at one time the sum of Twenty- five Thousand Dollars as they may find expedient and as they may think proper, and may give their bonds, obligations or other S(;cuilti*;s for tb.e sums so borrowed and may mf)rtgago or pledge the lands, revenues and other property of the said Corporation for the due payment of the said sums and inter- est thereon. 5. No shareholders in the said Corporation shall be in any manner wliatsoever liable for or cliarged with the paymtMit of any debt or demand due by the said Corporation, beyond tho extent of his share in the capital of the said Corporation not paid up. 6. The subscribers Jibove named, or a majority of them, shall, so soon after the passing of this Act as may be con- venient, open a book or books of subscription; and when four hundred shares shall have been subscribed in such book or books, they shall call a meeting of such subscril>ers, at such time and place in the said City of Hamilton as they shall deem fit, by public notice, to be published at least eight days before such meeting in one newspaper published in the said City; and alike General Meeting, to be called by the secre- tary of the said Corporation after due notice as aforesaid shall be held on the First Wednesday in May in every year after- wards, at the hour of seven o'clock in the afternoon, or any subsequent day there after which shall be duly indicated in such notice. 7. At the first General Meeting of subscribers herein before directed to be held or some adjournment thereof, the majority of the proprietors then assembled together shall choose seven directors being respectively proprietors of at least four shares in such undertaking, of whom four shall be a quorum, for managing, governing and carrying on the affairs of the said association, and the said Directors elected at such first Gen- eral Meeting, shall remain in Office until their successors are elected and appointed. And at the first of the Meetings of the Directors which shall take place in each year as soon as possible after their Election, they shall if a quorum be present choose a President fiom among their number, who shall pre- fiiclc at nny meeting of tlje Directors niul l»o entitled to a cast- ing vote, in cnso of an equal (livi.-ion of menibei-R, although he mav have voted before ; and the Directors shall also choose annually from among the stockholders of the said associa- tion, a Treasure^' and Secretary, who shall he pcrnxancnt or he appointed for one year only as the majority of any quorum of the said Directors shall think proper to determine ; and the said Directors are hereby authorized to take such security from the said Treasui-er and Secretary for the due execution of their respective oftices as the said Directors shall think necessary. Provided always that any two thirds of the pro- prietors assenibhd at any General Meeting may remove such Treasurer or Secrt tary, and in such case the Directors shall appoint another in his stead. 8. It shall be lawful for a majority of the Directors or any number of proprietors, having together not less than one hun- dred votes, to call a special General Meeting of the subscribers at any time by public notice in a daily newspaper published in the said City, of which meeting every stockholder shall be duly notified in writing by the Secretary, such notices respec- tively to be given at least ten da3s before the day fixed for such Special Meeting. 9. The said Directors for the time being, shall have and he invested with full power and authority to manng(?, order, oversee and transact all and singular the aflt'airs and business of the said " Hamilton Masonic Hall Association " and all matters and things whatsoever relating to or concerning the same; and the said Directors for the time being shall on the first Wednesday in May in every year, at the General Meeting of the members of the said association or some adjourned meeting thereof, produce and give a u:ll, just and true ac- count in writing of all their transactions, receipts, and pay- ments reS| ectively, so that the true state of the said "Hamil- ton Mason' . Hall Association " and its affairs may manifestly appear; and shall also make and declare a dividend of the clear profit and revenue, all costs, charges and expenses being first deducted, among the Proprietors aforesaid. 10. When the term of office of the Directors elected at the first General Meeting of the Proprietors held after the passing of this Act shall expire, that is to say in the month of May one thousand eight hundred and sixty-four, seven Directors shall be chosen at the General Meeting of Proprietors to be held in the said month and year, and the said number in the BaicTiuonth or some adjournment thereof as aforesaid, in every year thereafter ; Provided always that any Director may be re-elected ; and the said Directors shall meet as often and at Buch place in the City of Hamilton to be by them appointed ns occasion may require ; but if any one or more Directors shall die or be permanently removed from the City or its im- mediate neighborhood before his or their term of oftice shall have expired, the remaining Directors shall have full power to fill up such vacancies from amo^^'^st the stockholders of the said association eligible under this Act, and this must be done at their first regular meeting to be held thereafter. 11. The Directors may from time to time make such calls of money upon the respective stockholders in respect of the amount of Capital respectively subscribed or owing by them ns they deem necessary, and thirty days notice at the least shall be given of each call, and no call shall exceed the sum of one dollar upon each share so subscribed, provided always that the sa. i Directors shall not have power to make more than two calls upon stock so subscribed in any ono month. 12. All subscribers of shares or stockholders in the said undertaking, shall be held and bound, and they are hereby required, to pay tlie sums of money subscribed for by them, as the same shall be called for under the provisions of tho By-Laws, to be hereafter made, and in case any person or persons neglect or refuse to pay the same at the times ap- pointed by the said By-Laws, it shall be lawful for the said Corporation to sue for, and recover the same with interest upon the amount, and costs, in any Court of Law having com- petent jurisdiction : provided always that no such stock- holder so in arrear shall be at liberty to speak or vote at any general or special meeting of the aforesaid association nor bo entitled to receive, or take cvuy dividend upon his stock, until, all arrearages due on his stock shall have been fully paid up. 13. The said Directors era quorum thereof, as aforesaid, "being assembled at such places and times as aforesaid, shall have full power and authority to make and ordain such and so many By-Laws, Rules and Regulations not inconsistent ■with the statutes, customs or Laws of the Province, or the expressed regulations of this Act, as by the said Directors shall be judged expedient and necessary for the direction, conduct and government of the said association, and of the 8 property, real and personal, moveable and otherwise by them held, an{^ as in their opininon -will most effectually promote the purposes of this Act ; and by such By-LaM-s, Rules and Regulations, they shall decide what person oi persons may acquire and hold a share or shares in the said association and none but those allowed by the said By-Law shall be enabled to acquire any light, or title, or i>e permitted to hold any share or shares or part thereof ih le said association ; pro- vided always that no By-Law shall be in force imtil it shall have been sanctioned by a vote of at least two thirds of the proprietors present at a General Meeting, to be called together by the Directors for the purpose of takfng such By-Law into consideration, nor shall any amendment, repeal, or alteration of any By-Law be valid, unless agreed to by two thirds of the said proprietors present as aforesaid. •. ■ * 14. It shall be lawful for each and every of the members for the time being of the said association, his executors, ad- ministrators or assigns, to give, sell, alien, devise or dispose of his or their respective share or shares and interest only to such person or persons as may by the said By-Laws be per- mitted to acquire and hold any share or shares in the said association, and the said person or persons shall thereafter bo members of the said Corporation, and shall be entitled to all and every the same rights and privileges, and to the profits and advantages therefrom arising, and in the said association, as the members in this Act named are entitled to by virtue of this Act ; provided always that a part of a share or shares shall not entitle the proprietor or owner to any privilege whatsoever. 15. Any stockholder shall be at liberty to sell and dispose of any share or shares which he may hold in the said associa- tion by instrument in writing, which said instrument shall be made in duplicate, one part of which shall be delivered to the Directors to be filed and kept for the use of the Associa- tion, and an entry thereot shall be made in a book o± books to be kept for that purpose, for which transfer not more than fifty cents shall be paid ; and until such Duplicate of such in- strument or act of transfer shall be so delivered unto the said Directors or Secretary of the said Association, and filed and entered as above directed, such purchaser or purchasers shall not be held to be a proprietor or proprietors of such share or shares, and shall have no part of the profits of the said under- taking paid unto him or them, nor any vote as members of 1 i 9 the said Association, and such sale or transfer shall not be valid until approved of by the Directors, which approval must be endorsed on the back of the instrument of transfer by the President of the said Association. 16. If any share or shares in the said Association be trans- mitted by the death, bankruptcy or last will, donation or tes- tament, or by the intestacy of any stockholder, or by any lawful means other than by the transfer hereinbefore men- tioned, the party to whom the share or shares so transmitted shall deposit in the Office of the said Association a statement in writing signed by him declaring the manner of such trans- mission, together with a duly certified copy or probate of such will, donation or testament, or sufficient extracts therefrom, and such other documents or proof as may be necessary and without which such pavty shall not be entitled to receive any share of the profits of the said Association, nor vote iu. re- spect of any such share or shares as the holder thereof. - 17. This Act shall be a public Act. An Act to revive the Act incorporating The ''Ilamil- ton Masonic Hall Association." (Assented to l^'.h Fahruary, 1871.) Whereas by an Act passed in the twenty-sixtli year of Her Majesty's reign, intituled, "An Act to incorporate the * Hamilton Masonic Hall Association,' " and chaptered thirty, certain persons and all such other persons as should thereafter become members of the association, were thereby declared to be a body politic and corporate, for the purpose and with the powers therein mentioned ; And whereas, the majority of the corporators therein named, have represented that by mere inadvertence, the promoters of the said Act omitted to organize in the manner prescribed by the said Act within the time thereby limited, and that more than four hundred shares in the capital stock have now been subscribed, and have prayed that the said Act may be revived, and it is expedient to grant the prayer of such petition ; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. The Act aforesaid is hereby revived and continued, and all and singular the powers and authorities thereby conferred 10 upon the parties becoming subscribers to the capital stock are hereby granted to the persons who have subscribed, or Tvho shall hereafter subscribe thereto, and all and every the clauses, provisoes, stijjulations and conditions in the said Act contained shall apply to the persons incorporating themselvea under this Act as fully as if the same had been herein repeated ■ajid re-enacted. 2. The parties who have subscribed as aforesaid, or who may hereafter subscribe, or any ten of them, may call a meeting of such subscribers at such time and place in the city of Hamilton as they shall deem meet, by public notice to be published at least eight days before such meeting in ona newspaper published in such city, at which meeting, or at some adjournment thereof, the majority of the subscribers then assembled, shall choose sev n. directors, being respectively proprietors of at least four shares in the undertaking, of whom four shall be a quorum, for managing, governing and carrying on the affairs of the said company. 3. Such directors shall hold office until the annual meeting, to be held on the first Wednesday in May after their election, or until their successors are appointed ; but it shall be com- petent to the shareholders or the directors to fix any other day, by by-law or resolution, for such general meeting ; notice in all cases of such meeting being given as hereinbefore provided. C B-2--L.A.-WS 1 1 OF THE DaiiuItoiT Ipasonic Ijall Association. TREAMBLE. ^ Whereas, It is desirable that every member of this Association should be fully informed of his duties and obligations towards it. Therefore^ be it resolved that the following By-laws for the belter governing and conducting the several affairs of this Association be and are hereby adopted. ^• The affairs and business of this Association shall be transacted by a Board of seven Directors, to be chosen at its annual meeting or otherwise, as the Act provides, four of whom shall form a quorum. II. The election of Directors at the annual meeting, or some postponement or adjournment thereof, shall be by ballot as follows : A correct list of members eligible for election as Directors having been made and distributed, the seven members receiving the highest number of votes shall be declared duly elected ; and in case of a tie between two or more members a new ballot shall be taken, if necessary. ni. At all meetings of the Association it shall be competent for any duly qualified member to vote by proxy. (Jlee Form A appended,) 12 IV. Tho Board of Directors, at the first meeting after their election, which shall take place at four o'clock afternoon on the day immediately following such election, shall elect a President, Treasurer, and Secretary by ballot. The Board shall meet regu- larly for tho transaction of business on the first Tuesday of each month at such hour and place as may be determined upon by them, or at the call of tho President. V. Tho President shall j^rcside at all meetings of tho Association, and of the Board of Directors, and pre- serve order thereat. In case of an equal division of votes he shall be entitled to a casting vote, al- though bo may have voted before. In his absence, a chairman ^;'o. tern, from the Board of Directors shall bo chosen by a majority .of the members present, who shall exercise all the functions of tho President. The President shall sign all orders drawn upon the Treasurer, appoint all committees, by and with the concurrence of the Board of Direc- tors, and perform all the duties generally apper- taining to a presiding officer. VI. Tho Treasurer shall receive all moneys from the Secretary, and invest the same as a majority of the Directors may instruct. He shall pay all oi-ders which have been passed by the Directors, made by the Secretary and countersigned by the President. Ho shall keep a correct account of all receipts and disburseme.its, with the vouchers therefor, and ren- der a derailed statement annually, or as often as tl>o Directors may require. He shall deliver all moneys, books, papers, &c., belonging to the Association, to 13 his successor in office, and shall give such security for the due execution of bis duties as the Direc- tors sliall think necessary. . VII. The Secretary shall keep a true record of all transactions of the Association and Board of Direc- tors. He shall kcei^ the books of account, receive all moneys due the Association, giving his receipt therefor, and shall pay the same to the Treasurer without unnecessary delay, taking his receipt for the same. lie shall sign all drafts upon the Trea- surer, at the order of the Board of Directors, to bo countersigned b}^ the President. lie shall issue all notices and communications called for by these by- laws, or the Act of Incorporation, or ordered by the Board of Directors or President, lie shall have the custody of the Seal of the Association, and affix the same to all such documents as are authorized by the Board. He shall make a full report in writing of the affairs of the Association, at each annual meeting, and at such other times as the Directors may require. He shall furnish such security for the proper discharge of his duties as the Directors may think necessary, and shall be paid such remuneration for his services as they may from time to ti iie determine. VIII. At the annual meeting, or some postponement or adjournment thereof, two auditors shall be elected by open vote of a majority of members present. They shall report on the statements and reports of the Treasurer and Secretary at the succeeding an- nual meeting, or otherwise if desired by the Direc- tors. 41 IX. Tho Directors have full power to deckle and de- termine, from time to time, or as occasion may arise, who shall bo permitted to acquire and hold any share or shares in tlus Association, and any sale or transfer of share or shares shall be null and void until approved of by the Board of Directors. The fee to be paid for said transfer to be fifty cents. X. The Directors shall from time to time make such calls of monej' upon tho respective shareholders in respect of the amount of capital respectively subscribed by them, as they may deem neces- sary, in agreement with the Act of Incorporation j and in case any person or persons neglect or refuse to pay the same when due, or at the times ap- pointed by the Directors, the Directors may proceed to the recovery thereof as provided for by the said Act. ■■''"■ ■ XI. ' It shall be the duty of every member of this As- sociation to inform the Secretary of his correct post- office address, and to advise him of any change thereof. XII. Notice of any intended amendment, repeal, altera- tion or addition of any by-law or by-laws, may be given at any general meeting or adjournment there- of, or to the Board of Directors through the Secre- tary; and such amendment, repeal or alteration shall be in force only when sanctioned by a vote of two-thirds of the proprietors present at a general meeting to be called by the Directors for the pur- pose of considering the same. The Hamilton Masonic Hall Association. Poicer of Attorney to Act as Proxy, KNOW ALL MBN by tbcee Presents, that I ®^ do make, constitute and appoint of ^ ^ my true and lawful Attorney, for me, and in my name, place and stead, and as my Proxy, to vote at all elections of Directors, and upon any other matters submitted at meetings of the Shareholders held in pursuance of the Act of Incorpor- ation of the Hamilton Masonic Hall Association. Dated this day of in A. D. IS*^ Holder of Shares Post Office Address, { SEAL I