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 BY-LAWS 
 
 • OF 
 
 s 
 
 THE TOBIQUE VALLEY 
 
 •s 
 
 ■■■i -jfv, ^; 
 
 
 Bypsuin Mining and Manufectuping Co. [ 
 
 (LIMITED). 
 
 s 
 
 .^TJG-TJST, 18Q3. 
 
 ^ Ottawa : =r 
 
 J Mortimer & Co., Printers, Sparks Street. |. 
 
 I 1893. 1^ 
 
 ^in.M||||inMi|i||M.M||li.iM||||in..i||||iui,j||,,..ni||liHHl||iiHii|j||,u,i;||,,M,i,||iMni||p ||ll"'ilH|n"ti|||...-.i|| M|p- 
 
BOARD OF DIRECTORS. 
 
 George P. Brophy, 
 
 President. 
 
 Hon. H. a. Connell, 
 
 Vice-President and Managing Director, 
 
 Hon. John Costigan, 
 John Heney, 
 John B. Lynch. 
 
 John P. Dunne, 
 
 Secretary- Treasurer. 
 
 
LETTERS PATENT 
 
 INCORPORATING 
 
 THE TOBIQUE VALLEY 
 
 GYPSUM MINING and MANUFACTURING CO. 
 
 (LIMITED). 
 
 Dated i8th August, 1893. 
 Recorded 281 h August, 1893. 
 Lib. 131, FoL. 466. 
 
 (Sgd.) L. a. CATELLIER, 
 
 Dep. Registrar General of Canada, 
 
 Ref. No. 40,944. 
 
Sgd. A. MONTGOMERY MOORE, 
 
 Lieutenant-General, Administrator. 
 
 [Seal.] 
 
 CANADA. 
 
 VICTORIA, by the Grace of Goi, of the United Kingdom of Great 
 Britain and Ire/and, QUEEN, Defender of the Faith, &-c. 
 
 To all to whom these presents shall come, or whom the same may 
 in anywise concern, 
 
 Greeting : 
 Whereas, in and by The Revised Statutes of Canada, chapter 1 19, 
 and known as "The Companies Act," it is, amongst other things, iri 
 effect enacted, that the Governor-in-Council may, by Letters Patent 
 under the Great Seal, grant a charter to any number of persons, not less 
 than five, who petition therefor, constituting such persons, and others 
 who thereafter become shareholders in the Company thereby created, a 
 Body Corporate and Politic, for any of the purposes or objects to which 
 the Legislative Authority of the Parliament of Canada extends, except 
 the construction and working of Railways, or the business of banking 
 and the issue of paper money, or the business of Insurance, upon the 
 applicants therefor establishing to the satisfaction of the Secretary of 
 State, or of such other officer as may be charged by the Governor-in- 
 Council to report thereon, due compliance with the several conditions 
 and terms in and by the said Act set forth and thereby made conditions 
 precedent to the granting of such charter. 
 
 And Whereas, the Honourable John Costigan, Secretary of State ; 
 George Patrick Brophy, Civil Engineer ; John Heney, Contractor ; and 
 John B. Lynch, Accountant, all of the City of Ottawa, in the Province 
 
 P 
 
 it6t 
 
of Ontario, and the Honourable Henry A. Connell, of the Town of 
 Woodstock, in the Province of New Brunswick, Manufacturer ; and 
 Henry A. Costigan, of the City of Winnipeg, in the Province of Mani- 
 toba, Collector of Inland Revenue, have petitioned for a Charter under 
 the said Act, constituting them and such others as may become share- 
 holders in the Company thereby created, a Body Corporate and Politic, 
 under the name of "The Tobique Valley Gypsum Mining and Manu- 
 facturing Company (Limited)," for the purposes hereafter mentioned, 
 and have established to the satisfaction of the Secretary of State for 
 Canada (no other ofificer having been charged by the Governor-in-Council 
 to report thereon) due compliance with the several conditions and terms 
 above referred to. 
 
 And Whereas, among other things, it is in the Notice of this 
 Application and in the said petition averred, and it has been established, 
 that the amount of the Capital vStock of the intended Company is fifty 
 thousand dollars, divided into five hundred shares of one hundred dollars 
 each. 
 
 That the said the Honourable John Costigan has taken two hun- 
 dred and twenty-five shares of the said stock. 
 
 That the said George Patrick Brophy has taken ten shares of the 
 said stock, and has paid in thereon the sum of one thousand dollars. 
 
 That the said John Heney has taken five shares of the said stock, 
 and has paid in thereon the sum of five hundred dollars. 
 
 That the said John B. Lynch has taknn two shares of the said 
 stock, and has paid in thereon the sum of two hundred dollars. 
 
 That the said the Honourable Henry A. Connell has taken five 
 shares of the said stock, and has paid in thereon the sum of five hundred 
 dollars. 
 
That the said Henry A. Costiiran has taken three shares of the 
 said stock, and has paid in thereon the sum of three hundred dollars. 
 
 That the aggregate of the Capital Stock taken is twenty-five thous- 
 and dollars, and the aggregate paid in thereon is two thousand five 
 hundred dollars. Such aggregate has been paid in to the credit of the 
 said Company in the agency of La Banque Nationale, in the City of 
 Ottawa, being a chartered bank in Canada, and is now standing at such 
 credit. 
 
 Now KNOW YF,, that, by and with the advice of Our Privy Council 
 for Canada, and under the Authority of the hereinbefore in part recited 
 Act, and of any other power and authority whatsoever in Us vested in 
 this behalf, We do, by these Our Letters Patent, constitute the said 
 The Honourable John Costigan, (ieorge Patrick Brophy, John Heney, 
 John B. Lynch, the Honourable Henry A. Connell and Henry A. 
 Costigan, and all others who may become shareholders in the said 
 Company, a Body Corporate and Politic, by the name of " The Tobique 
 Valley Gypsum Mining & Manufacturing Company, (Limited)" with all 
 the rights and powers given by the said Act, and for the following pur- 
 poses namely : — 
 
 To acquire by purchase, lease or otherwise, gypsum and other 
 mineral lands, to develope the same, and to manufacture land plaster 
 and other fertilizers ; to manufacture barrels, shingles, and such other 
 articles of which wood shall form a component part, as may be necessary 
 for the carrying on of the operations of the Company ; also to construct 
 such mills, wharves, tramways, and other works as may be necessary 
 for promoting the objects of the Company, which are to be carried on 
 throughout the Dominion of Canada. 
 
 That the place within the Dominion of Canada which is to be the 
 
chief place of business of the said Company, is the City of Ottawa, in 
 the Province of Ontario. 
 
 The Capital Stock of the said Company shall be fifty thousand 
 dollars, divided into five hundred shares of one hundred dollars each, 
 subject to the increase of such Capital Stock under the provisions of the 
 said Act. 
 
 That the said the Honourable John Costigan, George Patrick 
 Brophy, John Heney, John B. Lynch, the Honourable Henry A. 
 Connell, and Henry A. Costigan are to be the first or Provisional 
 Directors of the said Company. 
 
 Provided always that nothing in these presents expressed or 
 contained, shall be taken to authorize the construction or working of 
 Railways or the business of Banking and the issue of paper money, or 
 the business of Insurance, by the said Company. 
 
 In testimony whereof we have caused these our letters to 
 be made patent and the great seal of Canada to be hereunto 
 affixed. 
 
 Witness : Our trusty and well beloved Lieutenant General 
 Alexander George Montgomery Moore, Administrator of the Government 
 of Canada, and Commander of Our Forces, therein etc., etc. 
 
 At Our Government House, in Our City of Ottawa, this 
 Eighteenth day of August, in the year of Our Lord one thousand eight 
 hundred and ninety-three, and in the fifty-seventh year of Our Reign. 
 By Command, 
 
 (Sgd.) L. A. CATELLIER, 
 
 Under Secretary of State. 
 
BY-LAWS 
 
 OF THE 
 
 Tobique Valley Gypsum Mining and Manufacturing Co. 
 
 (limited.) 
 
 '\ 
 
 The By-laws herein contained are made in pursuance of the powers 
 conferred upon this Company by Letters Patent issued under the 
 authority of " The Companies Act." 
 
 DIRECTORS. 
 
 The Directors of the Tobique Valley Gypsum Mining and Manu- 
 facturing Company, Limited, hereby enact as follows : — 
 
 1. The affairs of the Company shall be managed by a Board of five 
 Directors. 
 
 2. Hon. John Costigan, Hon. H. A. Connell, John Heney, Geo. 
 P. Brophy and J. B. Lynch shall be the directors of the Company until 
 the first annual general meeting for the election of Directors. 
 
 3. No person shall be elected or appointed as a Director thereafter, 
 unless he is a shareholder holding stock absolutely in his own right to 
 the amount of at leasi five shares, and not in arrears in respect of any 
 call thereon. 
 
 4. Directors of the Company shall be elected by the shareholders 
 annually, and at such election all the Directors then in office shall 
 retire ; but, if otherwise qualified, they shall be eligible for re-election, 
 and such election of Directors shall take place at the annual genera! 
 meeting called for that purpose. 
 
 5. The first general meeting of the Company for organization and 
 election of Directors shall be held on the 30th day of August, eighteen 
 hundred and ninety-three. 
 
8 
 
 6. After the first general meeting, notice of the time and place for 
 holding general meeting? of the Company sImII be given at least eight 
 days previously thereto, by a notice mailed to each shareholder as here- 
 inafter provided. 
 
 7. The annual general meeting of the shpteholders of the Company 
 shall be held on the third Tuesday in February in each year at such 
 hour and place as the Directors shall appomt. 
 
 8. The Directors, or a majority of ihem, may, whenever they think 
 fit, convene a special general meeting of the shareholders. 
 
 9. Shareholders, representing not less than one-fourth part in value 
 of the subscribed capital stock of the Company, shall have the right to 
 convene a special general meeting of the shareholders. 
 
 10. At all general meetings of the Company every shareholder 
 shall be entitled to give one vote for each share then held by him. 
 Such votes may be given in person or by proxy, the holder of any such 
 proxy being himself a shareholder ; but no shareholder shall be entitled 
 either in person or by proxy to vote at any meeting unless he has paid 
 all the calls on the shares then held by him. 
 
 11. Every instrument of proxy shall be in the form or to the effect 
 following : — 
 
 The Tohiijiie Valley Gypsum Mining er= Manufacturing Company, 
 (Limited ) 
 
 ^' o» m the County 
 
 of being a shareholder in the Tobique Valley 
 Gypsum Mining & Manufacturing Company, (Limited), hereby appoint 
 
 t>f as my proxy 
 
 to vote for me and on my behalf at the general meeting of the Company 
 
 to be held on the day of and at any 
 adjournment thereof. 
 
 As witness my hand this day of . 
 .Signed in the presence of\ 
 
 12. All the questions proposed for the consideration of the share- 
 holilers shall be determined by a majority of votes. 
 
 / 
 

 \ 
 
 
I 
 
 ■ 
 
 \ 
 
 13. In case of an equality of votes the Chairman presiding at such 
 meeting shall have the casting vote. 
 
 14. Every election of Directors shall be by ballot. 
 
 15. Vacancies occuring in the Board of Directors may be filled for 
 the remainder of the term by the Directors from among the qualified 
 shareholders of the Company. 
 
 16. The Directors at the first meeting of their Board after their 
 election shall elect one of the Directors as President and one as 
 Vice-President, and may also appoint a Secretary-Treasurer and such 
 officers of the Company as they may deem advisable. 
 
 17. If at any time the election of Directors is not made or does not 
 take effect, at the proper time, such election may take place at any sub- 
 sequent general meeting of the Company duly called for that purpose, 
 and the retiring Directors shall continue in office until their successors 
 are elected. 
 
 18. A Director may retire from his office upon giving one month's 
 notice in writing of his intention so to do, and such resignation shall 
 take effect upon the expiration of such notice. 
 
 19. The continuing Director^ may act notwithstanding any vacancy 
 in their body so long as there remain four Directors duly qualified 
 to act. 
 
 20. A meeting of Directors may be held at any time at the instance 
 of the President or any two Directors. 
 
 21. The Directors may meet for the dispatch of business, adjourn, 
 and otherwise regulate their meetings, as they may by resolution, or 
 otherwise, determine. Three Directors shall be a quorum. 
 
 22. Questions arising at any Directors' meeting shall be decided by 
 a majority of votes and in case of an equality of votes the Chairman 
 shall have a second or casting vote. 
 
 23. At all meetings of the Directors, the President of the Company, 
 when present, shall be Chairman, and in his absence the Vice-President, 
 and in the absence of the President and Vice-President, the Directors 
 may choose some one of their number to be Chairman at such meeting. 
 
10 
 
 24- A meeting of the Directors for the time being, at which a 
 quorum is present, shall be competent to exercise all or any of the 
 authorities, powers and discretions for the time being vested in or exer- 
 cisable by the Directors generally. 
 
 25. The shares shall be under the control of the Directors, who 
 may allot or otherwise dispose of same to such persons on such terms 
 and conditions and at such times as the Directors think fit, subject to 
 ratification at a special general meeting called for that purpose. 
 
 26. The certificates of registered shares shaH be issued under the 
 seal of the Company and shall be signed by the Pressdent or Vice-Pre- 
 sident and countersigned by the Secretary or some other person appointed 
 by the Board of Directors. 
 
 I']. Every shareholder shnll be entitled to one certificate for all 
 the shares registered in hi? name or to several certificates each for a part 
 of such shares. Every certificate of shares shall specify the numbers of 
 the shares in respect of which it is issued, and the amount paid up 
 thereon. 
 
 CALLS. 
 
 28. The Directors may from time to lime make such calls upon 
 shareholders in respect of all moneys unpaid upon their respective shares, 
 as they think fit, at such times and places, and in such payments as they 
 may from time to time direct, and each shareholder shall pay the amount 
 of every call so made on him, to the Company and at the times and 
 places appointed by the Directors. 
 
 29. Any call may be made payable either in one sum, or by two or 
 more instalments. 
 
 30. A call shall be deemed to have been made at the time when 
 the resolutions of the Directors authorizing such call was passed. 
 
 31. Seven days' notice of any call shall be given specifying the time 
 and place of payment and to whom such call shall be paid. 
 
 32. wShares shall be transferable subject to the provisions of " The 
 Companies Act," and to the provisions herein contained. 
 
 i 
 
\ T" 
 
 
 r 
 
 r H 
 
 II 
 
 33. The instrument of transfer of any share shall be signed both by 
 the transferor and the transferee, and the transferor shall be deemed to 
 remain the holder of such shares until the name of the transferee is 
 entered in the share register of the Company in respect thereof. 
 
 34. The instrument of transfer of any share shall be in the follow- 
 ing form, or as near thereto as circumstances will admit. 
 
 For value received from 
 
 Power of of J 
 
 Attorney No. of do hereby sell and transfer 
 
 unto the said Shares, (on each of which has 
 
 been paid ) amounting to the sum of 
 
 Dollars in the Capital Stock of the Tobique Valley Gypsum Mining & 
 Manufacturing Company, (Limited), subject to the rules and regulations 
 of the said Company. 
 
 Witness hand at the office of the said Com- 
 
 pany this day of in the year one 
 
 thousand eight hundred and 
 
 Witness : 
 
 do hereby accept the foregoing assignment 
 of shares in the Stock of the Tobique 
 
 Valley gypsum Mining & Manufacturing Company, (Ltd.) 
 assigned to as above mentioned, 
 
 at the office of ihe Company, this day 
 
 of one thousand eight hundred 
 
 and 
 
 Witness : 
 
 35. Every instrument of transfer shall be left in the office of the 
 Company for registration, and shall be accompanied by the certificate of 
 the shares to be transferred, and such other evidence as the Company 
 may require to prove the title of the transferor or his right to transfer 
 such shares. 
 
 36. The executors or administrators of a deceased shareholder shall 
 be the only persons recognized by the Company as having any title to 
 the shares registered in the name of such shareholder. 
 
 Power of 
 Attorney No. 
 
 Certificate 
 Surrendered. 
 
 No. 
 
 Certificate 
 Issued No. 
 
 :i 
 
12 
 
 37' If^ any shareholder fail to pay any call or instalment of a call, 
 on or before the clay appointed for the payment of the same, the Direc- 
 tors may at any time thereafter during such time as the call lemains 
 unpaid, serve a notice on such shareholder requiring him to pay the 
 same with any interest that may have accrued, and all expenses that may 
 have been incurred by the Company by reason of such non-payment. 
 
 38. The notice shall name a day not being less than one month 
 from the date of the notice, and a place, on, and at which such call or 
 instalment, and such interest and expenses as aforesaid, are to be paid. 
 The notice shall also state that in the event of non-payment at or before 
 the time, and at the place appointed, the shares in respect of which the 
 call was made, or instalment is payable, will be liable to be forfeited. 
 
 39. If the requisitions of any such notice as aforesaid are not com- 
 plied with, any shares in respect of which such notice has been given, 
 may at any time thereafter, before payment of all calls, or instalments, 
 interests and expenses, due in respect thereof, be forefeited, by a 
 resolution of the Directors to that effect. 
 
 40. When any shares shall have been so forfeited, notice of the 
 resolution shall be given to the shareholder in whose name it stood 
 prior to the forfeiture, and an entry of the forfeiture, with the date 
 thereof, shall forthwith be n.ade in the register. 
 
 41. Any share so forfeited shall be deemed to be the property of 
 the Company, and the Directors may sell, re-allot or otherwise dispose 
 of the same, in such manner as thev think fit. 
 
 42. The Directors may, at any time, beiore any share so forfeited 
 shall have been sold, re-alloted or otherwise disposed of, annul the 
 forefeiture thereof, upon such conditions as they think fit. 
 
 43. The Company shall have a first and paramount lien upon all 
 the shares registered in the names of each shareholder, whether solely, 
 or jointly with others, for his debts, liabilities and engagements, solely 
 or jointly with any other person, to, or with the Company, whether the 
 period for the payment, fulfilment or discharge thereof shall have 
 actually arrived or not. 
 
«3 
 
 " 
 
 I V 
 
 44. For the purpose of enforcing such lien, the Directors may sell 
 the shares subject thereto, in such manner as they think fit, but no sale 
 shall be made until such period, as aforesaid, shall have arrived, and 
 until notice in writing, of the intention to sell shall have been sei »ed on 
 such shareholder, his executors or administrators, and default shall have 
 been made by him or them in the payment, fulfilment or disfcharge of 
 such debts, liabilities or engagements for seven days after such notice. 
 
 45. The net proceeds of any such sale shall be applied in or 
 towards satisfaction of the debts, liabilities or engagements, and the 
 residue (if any) paid to such shareholder, his executors, administrators 
 or assigns. 
 
 46. Upon any sale purporting to V)e made in exercise of the powers 
 given by clauses 43 and 44 hereof respectively, the Directors may cause 
 the purchaser's name to be entered in the register in respect of the 
 shares sold, and the purchaser shall not be bound to see to the regularity 
 of the proceedings, or to the application of the purchase money, and 
 after his name has been entered in the register, the validity of the sale 
 shall not be impeached by any person, and the remedy of any person 
 aggrieved by the same shall be in damages only against the Comj^any 
 exclusively. 
 
 47. The President shall preside at all meetings of the Directors, and 
 shall exercise a general oversight over the business of the Company. In 
 the absence of the President the Vice-President shall perform any or all 
 duties of the President. 
 
 48. The head office of the Company shall be at the City of Ottawa. 
 
 49. The corporate seal of the Company shall be a seal bearing the 
 "name of the Company in a circle with an inner circle in which is engraved 
 
 a barrel. 
 
 50. It shall be the duty of the Vice-President to aid and assist the 
 President in the discharge of his duties, and to perform such other 
 duties as may devolve upon him in the absence of the President. 
 
 51. The Secretary-Treasurer shall have charge of all the cash and 
 securities of the Company and shall cause to be deposited with the 
 bankers of the Company all moneys that he may receive for the purpose 
 
r 
 
 14 
 
 or on account of the Company. He shall, along with the President, 
 sign all notes, drafts, &c., and shall pay any and all accounts approved 
 of by the Board. He shall have charge of the seal of the Company, 
 and shall affix said seal to all documents requiring such seal when 
 authorized i>y the Board. 
 
 52. No larger dividend shall be declared than is recommended by 
 the Directors, but the Company in general meeting may declare a 
 smaller dividend. 
 
 53. No dividend shall be payable except out of the profits arising 
 from the business of the Company. 
 
 54. A transfer of shares shall not pass the right to any cash divi- 
 dend declared before the registration of the transfer. 
 
 NOTICES. 
 
 55. Any notice "equired to be given by the Company, to, or to be 
 served, upon any shareholder may be signed by the President, Vice- 
 President or Secretary. 
 
 55. A notice of any meeting of shareholders, general or special, 
 and all other notices which are required to be given by the Company to 
 the shareholders, or any of them, may be served by the Company upon 
 any shareholder either personally or by mailing it, postage prepaid and 
 registered, addressed to the address of such shareholder appearing on the 
 books of the Company. 
 
 57. All conveyances, bonds, contracts and other documents requir- 
 ing the seal of the Company shall be signed by the President, or in case 
 of his absence by the Vice-President, or in their absence by two ot the 
 Directors, and the Secretary-Treasurer, and shall have the seal of the 
 Company affixed thereto ; and all notes, cheques, drafts or bills of ex- 
 change given, drawn, or endorsed by and on behalf of the Company 
 shall be signea by the Secretary-Treasurer and the President, or in his 
 absence by the Vice-President. 
 
 58. The Board shall, as often as it may be desirable, appoint a 
 committee to inspect and examine the accounts and securities of the 
 
 '? 
 
. 
 
 1^' 
 
 IS 
 
 Company in such manner as the Board may direct, and all accounts 
 shall be audited at least once a year. 
 
 59. In the practical application of these rules or by-laws, or of any 
 other rules or by-laws of the Company hereafter made, the construction 
 put upon them by the Board of Directors shall be final and conclusive. 
 
 60. The By-laws of the Company may be altered, amended or 
 added to at any general meeting duly called for that purpose, by a two- 
 thirds vote of the shareholders of the Company present at such meeting. 
 
 61. The foregoing rules and by-laws have been approved of by the 
 Directors, and the seal of the Company is hereto affixed, and the Presi- 
 dent and Secretary-Treasurer hath signed the same this 30th day of 
 August, m the year of our Lord one thousand eight hundred and ninety- 
 three. ^ 
 
 J 
 
 [ Seal. } 
 
 GEO. P. BROPHY, 
 
 President. 
 J. B. LYNCH, 
 
 Secretary- Treasurer, 
 
 *S»Oo»c.[WCi