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Photographic

Sciences
Corporation

23 WEST MAIN STREET

WEBSTER, NY. 14580

(716) 872-4503

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32X

I fS , ' — nir:

THE CHARTER.

— OF THE-

OTTJl^WA.

Temperance Geffee House Se.

(LIMITED.)

Incorporated by Frovineial Letters Patent,
7th May, 1884.

H-^{^

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**^s ^em^tvUU in all ttrin0«/'

-^^

James Hope & Co., Printers akb Stationers.

1884.

wm*

■txr''*'*:

v/i

THE CHARTER,

BY-LAWS ./ND • pULjlTIOI

— OF THB —

OTTATWA.

Ternperance Geffee Hguse Gq.

(LIMITED.)

incorporated by Provincial Letters Patent,
7th May, 1884.

"^« ^smp^ctU in all tljlnjie

»♦

-JBH-

Attafoa :
James Hope & Co., Printers and Stationers.

1884.

C^^-QOMT^^Tm^^^O

Charter...
By-Laws

Forms
Regulations
Forms

PAGES.

• •• ••• ••• ••• ••• X lO I X

• *• ••• ••• ••• •••12 lO 2 1

• •• ••• ••• «•• ••• 22 LO 2 S

... 26 to 28

■•• ••• ••• ••• ••• •••

••• ••« ••• ••• ••• •••

29 to 30

LETTERS PATENT

—INCORPORATING—

THE OTTAWA TEMPERANCE COFFEE HOUSE CO..

(LIMITED),

Under the " Ontario Joint Stock Companies Letters Patent
Act" Revised Statutes of Ontario, Chapter 150.

BECOBDZD 27tli MAT, 188i

JOHN BEVERLY ROBINSON, OLIVER MOWAT,

Lieutenant-Gmiernor, Attorney- General,

JOHN F. C. USSHER, Deputy Registrar.
1^^^

Uittoris, by the Grace of God, of the United Kingdom of Great Britain
and Ireland, Queen, Defender of the Faith, &c., &c., &c.

To all to whom these Iresents shall come —

Greeting-

Whereas by the Revised Statute of the Legislature of our Province Preamble,
of Ontario, entitled "An Act respecting the Incorporation of Joint
Stock Companies by Letters Patent," it is provided that the Lieutenant-
Governor of our said Province in Council may by Letters Patent, under
the great seal of our said Province, grant a Charter to any number of
persons, not less than five, who shall petition therefor, constituting such
persons, and others who may become shareholders in the Cdmpany
thereby created, a body corporate and politic, for any purposes or objects
to which the legislative authority of the said Legislature extends,
except the construction and working of railways and the business of
insurance.

•

And Whereas by petition addressed to our Lieutenant-Governor of Petition for in-
Ontario in Council, Roberta Elizabeth Tilton, wife of John Tilton, Esq.; corporation.
Henry Frankland Bronson, Erskine Henry Bronson, and Obijah Weston,
trading under the name and style of " Bronson & Weston," mill owners ;
James Johnson, Commissioner of Customs ; Edward Seybold and James
Gibson, trading under the name and style of " Seybold & Gibson," dry
goods merchants ; James Ashfield, merchant ; Henry Samuel Watson,

•c ; . Ti;-! ] T_u_ -iir;-!--!. i u-. -'-t^- -i i - /^i i-- t'-i

— 4—

Esquire, John Lamb, mill owner ; Donald D. McPherson, Esq. ; James
Hope, merchant ; Charles William Jenkins, gentleman ; Alfred George
Kingston, gentleman ; Alexander Smith Woodburn, printer ; John
Hunter Parnell, dentist, and Nicholas Stanbury Tarr, stationer, all of
the City of Ottawa, in the County of Carleton and Province of Ontario,
have prayed that a Charter may be granted to them, constituting them,
and such other persons as are or may become shareholders in the pro-
posed Company, a body corporate and politic for the purposes and
objects following, that is to say : —

Objects and name Xhc establishment and management of comfortable places of resort,
ompany. y^hgrein refreshments can be obtained at moderate rates, and in which
intoxicating drinks are neither sold nor supplied, and the doing of all
such other things as are incidental or conducive to the attainnient of
these objects, under the name of " The Ottawa Temperance Coffee
House Company (Limited.)"

Place of business, And Whereas it is Stated in the said petition that the operations of
first Directors, the Said Company are to be carried on in the said City of Ottawa; that
the chief place of business of the Company is to be at the said City of
Ottawa ; that the amount of the capital stock of the Company is to be
five thousand dollars ; that the number of shares is to be one thousand ;
that the amcunt of each share is to be five dollars ; and that the said
Roberta Elizabeth Tilton, James Johnson, Henry Samuel Watson, John
Lamb, James Ashfield, Alexander Smith Woodburn, John Hunter
Parnell, Charles Falconer, Donald D. McPherson, Alfred George King-
ston, Nicholas Stanbury Tarr, Jam'^s Hope, Richard John Wicksteed,
and Charles William Jenkins, are to be the first Directors of the
Company.

And Whereas it is further stated by th" petition that the amount of
stock taken by each applicant is as follows : —

Stock taken and
paid up.

Notice of applica-
tion in Gazette,

By the said Roberta Elizabeth Tilton, the sum of twenty dollars ; by
the said Bronson & Weston, the sum of two hundred dollars ; by the
said James Johnson, Seybold & Gibson, and James Ashfield, each the
sum of one hundred dollars ; by the said Henry Samuel Watson and
Richard John Wicksteed, each the sum of fifty dollars ; by the said
Charles Falconer, the sum of thirty dollars ; by the said John Lamb,
Donald D. McPherson, James Hope and Charles William Jenkins, each
the sum of twenty-five dollars ; by the said Alfred Georg. Kingston,
tlie sum of fifteen dollars ; by the said Alexander Smith Woodburn, the
sum of ten dollars, and by the said Nicholas Stanbury Tarr, the sum of
five dollars ; and in each case the sum of fifty per centum upon the
amount so taken has been paid in in cash ; and by the said John Hunter
Parnell, the sum of five dollars, upon which the sum of five dollars has
been paid in in cash.

And Whereas it has been proved to the satisfaction of our Lieuten-
ant-Governor in Council, that the said applicants have complied with
all the requirements of the said Act, as to matters preliminary to the
issue of Letters Patent, and that a notice of the said application con-

— 5—

taining the particulars required by the fourth section of the said Act
has been (hily given in the Ontario Gazette, in accordance with the
provisions of the said Act.

Now KNOW YE, that by and with the advice of our Executive Council CertAin pmom
of our Province of Ontario, and under the authority of the hereinbefore ITame^mi pwcr«
in part recited Statute, and of any other power or authority whatsoever tf Company,
in us vested in this behalf, we do by these our Letters Patent constitute
the said Roberta Elizabeth Tilton, Bronson & Weston, James Johnson,
Seybold & Gibson, Janrjs Ashfield, Henry Samuel Watson, Richard
John Wicksteed, "harles Falconer, John Lamb, Donald D. McPhersr n,
James Hope, Charles William Jenkms, Alfred George Kingston, Alex-
ander Smith Woodburn, John Hunter Parnell, and Nicholas Stanbury
Tarr, and each and all such other person or persons as now is, or are,
or shall at any time hereafter become a shareholder or shareholders in
the said Company, under the provisions of the said Act, a body cor-
porate and politic, with perpetual succession, and a common seal,
by the name of " The Ottawa Temperance Coffee House Company
(Limited,) " and capable forthwith of exercising all the functions of an
incorporated Company for the purposes and objects aforesaid, as if
incorporated by a special Act of the Legislature Oi Ontario, pnd, by
their corporate name, of suing and being sued, pleading «nd being
impleaded in all courts, whether of law or equity, and with the powers
in the said Act more particularly set forth.

And we direct that the capital stock of the s
thousand dollars, and be divided into one thousa;
each, and that the said Roberta Elizabeth T
Heniy Samuel Watson, John Lamb, James l^'iV.
Woodburn, John Hunter Parnell, Charles Falcom
son, Alfred George Kingston, Nirholas Stanbury
Richard John Wicksteed, and Charles William Jen^..
Directors of the said Company.

.ly be five Cipiuil stock anJ

-five dollars ''""^''=''°"-

Johnson,

^sr Smith

vicFher-

s Hope,

the first

And we hereby expressly authorise and empower the said Company Power m hold
from time to time to contract for, purchase, take, hold and enjoy any '""''^ '" ^"'^"°-
lands, tenements, or hereditaments, within our said Province, or any
estate or interest therein, whether legal or equitable, and the same or
any interest legal or equitable therein, or in any part thereof from time
to time, to grant, bargain, sell, demise, release, convey, and assure at
their free will and pleasure.

Provided that no parcel of lands or interest therein at any time ac- Lands not !n
quired by the said Company, and not reii ired for its actual use and tobe dUMsfd of
occupation, or not held by way of security, or not situated within the within seven
limits or within one mile of the limits of any city or town in the said ^*^"
Province, shall be held by the said Company or by any Trustee on their
behalf for a longer period than seven years after the acquisition thereof,
but shall be absolutely sold and disposed of, so that the Company shall
no longer retain any interest therein unless by way of security.

And provided that any such parcel of land or any interest therein, h!"m. tf"heid '"

^wm

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■M

Notice of forfeit-
turc. Statement
of lands held by
Company.

Company subject
to Legislature of
Ontario,

Rev. Stat. Ont.,
C 150 to govern.

— 6—

not within the exceptions hereinbefore mentioned, which shall be held
by the said Company for a longer period than seven years, without
being disposed of, shall be forfeited to Her Majesty for the uses of thi
said Province.

And provided further that no such forfeiture shall take effect or be
..iforced until the expiration of at least six calendar months after notice
in writing to the said Company of the intention of the Government to
claim such forfeiture, and it shall be the duty of the Company to give
to the Lieutenant-Governor, when reoyired. a full and correct statement
of all lands at the date of such statenent held by the Company, or in
trust for the Company, and subject to this Proviso.

And we further direct that the Company shall be subject to such
further and other provisions as the Legislature of Ontario may here-
after deem expedient in order to secure the due management of its
affairs and the projection of its shareholders and creditors.

And we further direct that the sitid Company shall be subject to the
general provisions of law set forth in the said recited Act, and amongst
others the following, that is to say : —

Boardof Directors I. The affairs of the Company shall be managed by a Board of not
less than three Directors.

Election of
Directors.

First Directors. 2. The pcrsons named as such in the Letters Patent shall be the
Directors of the Company, until replaced by others duly appointed in
their stead.

Qiuiiification of 3. No pcrson shall be elected or appointed as a Director thereafter,
irectors. unlcss he is a shareholder owning stock absolutely in his own right,

and not in arrear in respect of any cull thereon.

4. The after Directors of the Company shall be elected by the share-
holders in general meeting of the Co.npany assembled at some place
within this Province, at such times, in such wise, and for such term, not
exceeding two years, as the Letters Patent (or in default thereof) the
By-laws of the Company may prescribe.

Cases i.nprovided 5. In default Only of other express provisions in such behalf, by the
tovhy By-laws. Lg^tcrs Patent or By-laws of the Company :

Yearly election. (a) Such election shall take place yearly, all the members of the
Board retiring, and (if otherwise qualified) being eligible for re-election ;

Notice of general (^) Noticc of the time and place ' r holding gen.:ral meetings of the
meetmg. Company sha'l be given a<; least ten days previously thereto, in some

newspaper published at or as near as may be to the office or chief place

of business of the Company ;

Manner of voting (c) At all general meetings of the Company, every shareholder shall
be entitled to as many votes as he owns shares in the Company, and
may vote by proxy ;

■EVIi

the

(</} Elections of Directors shall be by ballot ,

Pallot.-

(e) Varartcies orciming in the Board of Directors, may, unless the J[,^"""** '"
By-laws otherwise direct, be filled fur the unexpired remainder of the ""
term, by the Board., from a-nong the qualified i,hareholders of the
Company ;

(/) The Directors shall, from time to time, cli ct from among them- ,^'''*'"* '"''
selves, a President of 'he Company ; and shall also name, and may ""
remove at pleasure, all other officers thereof.

6. If at any time an election of Directors is not made, or does not ^°"'1{JJ[^""^* '^^
take effect at the proper time, the ('cmpany shall not be held to be '"^ °"
thereby dissolved ; i^t sur.h election may take place at any general
meeting of the Company duly called for that purix)se ; and the retiring
Directors shall continue in office until their successors are elected.

7. A Comi)any incorporated under the said Act, may, by By-law, c:»iang«M effected
increase or decrease the num' »r of its Diiectorij, or may change the ^ '^ '*"
Company's chief place of busmess in Ontario.

(a) No By-law for either of the said purposes shall be valid or -' • :; "action of By-
upon unless it is sanctioned by a vote of not less than two-thii^o in "'
value of *he shareholders present, in person or by proxy, at a general
meeiing duly called for considering the By-lav, nor until a copy of such
By-law has been certified under the seal of the Company to the Pro-
vincial Secretary, and also has been published in the Ontario Gazette.

8. The Directors of the Company shall have full power in all things Power! or Direct-
to administer the atfairs of the Company ; and may make, or cause to °"" '"""""^ "•■
be made, for the Compan-', any description of contract which "ihe Com-
pany may by law outer into.

9. The Directors may, from time to time, make By-laws not contrary ny-iaws.
to law, or to the Letters Patent of the Company, or to the said Act, to
regulate :

(a) The allotment of stock ; the makmg of calls thereon ; the pay- stock
ment whereof; the issue and registration of certificates of stock ; the
forfeiture of stock fjr non-payment ; the disposal of forfeited stock and
of ihe proceeds thereof ; the transfer of stock ;

{b) The decla,ration and payment of dividends ;

Dividends.

{c) The number of the Directors, their term of service-, tliC amount of Directors,
their stock qualification ;

(</) The appointment, functions, duties and removal of all agents, Officers,
officers and servants of the Company ; the security to be given by them
to the Company, and their remuneration ;

Meetings cf

{e) The time at which, and place v.'here the annual meetings of the £1^"^' ^"^ ^^

-8—

Penalties.

General conduct
uf affairs.

Confirmation of
V. law.

Company shall be held ; the calling of meetings, regular and special, of
the Board of Directors, and of the Company ; the quorum ; the require-
ments as to proxies ; and the precedure in all things at such meetings ;

(/) The imposition and recovery of all penalties and forfeitures
admitting of regulation by By-law ; and

(g) The conduct in all other particulars of the affairs of t-.e Company ;

And may, from time to time, repeal, amend or re-enact the same ;
bat every such By-law, and every repeal, amendment or re-enactment
thereof, unless in the meantime confirmed at a general meeting of the
Company, duly called for that purpose, shall only have force until the
next annual meeting of the Company; and in default of confirmation
thereat, shall at and from that time only, cease to have force ; and in
that case no new liy-law to the same or like effect shall have any force,
until confirmed at a general meeting of the Company.

Special meetings. jq. One-fourth part in value of the shareholders of the Company
shall at all times have the right to call a special meeting thereof, for the
transaction of any business specified in such written requisition and
notice as they may issue to that effect.

Allotment of
stock.

II. If the Letters Patent make no other definite provision, the stock
of the Company, so far as it is not allotted thereby, shall be allotted
when and as the Directors by By-law or otherwise ordain.

Confirmation of il No By-law for the allotment or sale of stock at any greater dis-

aiiotment By-law. ^ount or at any less premium than what has been previously authorized

at a general meeting, or for the payment of the President or any Director,

shall be vaK i or acted upon until the same has been confirmed at a

general meeting.

Hooks of Co., and 13. The Company shall cause a book or books to be kept by the
contents. Secretary, or by some other officer especially charged with that duty,

wherein shall be kept recorded ;

Copy of Letters (a) A copv of the Letters Patent incorporating the Company, and
Patent. ^^ ^j^y supplementary Letters Patent for increasing or decreasing the

capital stock thereof and of all By-laws thereof;

Names of Share- (^) The Hames, alphabetically arranged, of all persons who are or
'^"''^"■'- have been shareholders ;

Addresses and (A The addrcss and calling of every such person while such share-
•^*"'"'*^- holder;

Number of shares (</) The number of shares of stock held by each shareholder ;

held. ^ ' '

Amounts paid in (e) The amounts paid in, and remaining unpaid, respectively, on the
or unpaid. g^^^^j^ ^f ^^^y^ shareholder •

— 9—

(/) All transfers of stock, in their order as presented to the Company Transfers of stc^'c
for e.itry, with the date and other particulars of each transfer, and the
date of the entry thereof; and

(g) The names, addresses and calling of all persons who are or have Names, Sic., of
been Directors of the Company; with the several dates at which each ^"^<=""^-
person became or ceased to be such Director.

i4. The Directors may refuse to allow the entry into any such book. Directors may
of any transfer of stock whereon any call has been made which has not "'"^"^ "'•''"sfers.
been paid in.

15. No transfer of stock, unless made by sale under execution, shall VaUd iransfer of
be valid for any purpose whatever, save only as exhibiting the rights of ^"^''"

the parties thereto towards each other, and as rendering the transferee
liable ad interim jointly and severally with the transferor, to the Company
and their creditors, until the entry thereof has been duly made, iri such
book or books.

16. Such books shall, during reasonable business hours of every '^ooks, and ex-
day, except Sundays and holidays, be kept open for the inspection of "^^"^^^ 'herefrom,
shareholders and creditors of the Company, and their personal repre-
sentatives, at the office or chief place of business of the Company ; .

and every such shareholder, creditor or representative, may make ex-
tracts herefrom.

17. Every contract, agreement, engagement or bargain made, and ^°'^'^'=^^'"^^.'=
every bill of exchange drawn, accepted or endorsed, and every promis- ^^ "'^'
sory note and cheque made, drawn or endorsed on behalf of the Com-

l)any, by any agent, officer or servant of the Company, in general
accordance with his powers as such under the By-laws of the Company,
shall be binding upon the Company ; and in no case shall it be necessary
to have the seal of the Company affixed to any such contract, agree-
ment, engagement, bargain, bill of exchange, promissory note or cheque,
or to prove that the same was made, drawn, accepted or endorsed, as
the case may be, in pursuance of any by-law, or special vote or order ;
nor shall the party so acting as agent, officer or servant of the Company,
be thereby subjected individually to any liability whatsoever to any No individual
third party therefor. Nothing herein shall be construed to authorize '■^'^''"y-
the Company to issue any note payable to the bearer thereof, or any
promissory note intended to be circulated as money, or as the note of
a bank, or to engage in the business of banking or insuiance.

18. No Company shall use any of its funds in the purchase of stock stock in other
in any other corporation unless expressly authorized by By-law con- ^"'■p°f^"°"*'
firmed at a general meeting.

19. Each shareholder, until the whole amount of his stock has been Liability limited
paid up, shall be individually liable to the creditors of the Company, to '^•"'Shareholders,
an amount equal to that not paid up thereon^ but shall not be liable to
an action therefor by any creditor, before an execution against the

-10

%
Set-offs.

Company has been returned unsatisfied in whole or in part ; and the
amount due on such execution shall, subject to the provisions of the
next section, be the amount recoverable with costs, against such share-
holders.

(a) Any shareholder may plead by way of defence, in whole or in
part, any set-off which he could set up against the Company, except u
claim for unpaid dividends, or a salary, or allowance as a President or
Director.

Responsibility of

shareholders

limited.

20. The shareholders of the Company shall not as such be held
responsible for any act, default, or liability whatsoever, of the Company,
or for any engagement, claim, payment, loss, injury, transaction,
matter or thing whatsoever, relating to or connected with the Company,
beyond the unpaid amount of their respective shares in the capital stock
thereof.

Dividends. ji. The Dircctois of the Company shall not declare or pay any

dividend when the Company is insolvent, or any dividend the payment
of which renders the Company insolvent or diminishes the capital stock
thereof.

j^ans to share- 22. No loan shall be made by the Company to any shareholder; and
if such is made, all Directors and other officers of the Company mak-
ing the same, or iu anywise assenting thereto, shall be jointly and
severally liable to the Company for the amount of such loan, and also
to third parties, to the extent of such loan, with legal interest, for all
debts of the Company contracted from the time of the making of such
loan to that of the repayment thereof. But this section shall not apply
to a Building Society, or to a Company incorporated for the loan of
money, in any manner to which the authority of the said Legislature,
or the meaning of the said Act applies.

Director individ- 23. The Directors of the Company shall be jointly and severally
servants for '° liable to the labourers, servants and apprentices thereof, for all debts
tcTfrsu^dTT^ ^°^ exceeding one year's wages due for services performed for the
Company while they are such Directors respectively ; but no Director
shall be liable for an action therefor unless the Company has been sued
therefor within one year after the debt became due, nor yet unless such
Director is sued therefor within one year from the time v^hen he ceased
to be such Director, nor yet before an execution against the Company
has been returned unsatisfied in whole or in part ; and the amount due
on such execution shall be the amount recoverable with costs against
the Directors.

Forfeiture of
Ch.vter by non-
user.

24. The Charter of the Company shall be forfeited by non-user
during three consecutive years at any one time, or if the Company does
not go into actual operation within three years after it is granted ; and
no declaration of such forfeiture by any Act of the Legislature shall be
deemed an infringement of such Charter.

— II —

In Testimony whfrf.of we have caused these our Letters to he
made Patent, and tl.e great seal of our said Province of Ontario to he
hereunto affixed.

VViTNESS, the Honourahle John Beverley Robinson, Lieutenant- Anesting clauses
Clovernor of our Province of Ontario, at our Government House, in
our City of Toronto, in our said Province, tliis seventh day of May, in
the year of our Lord one thousand eight hundred and eighty-four, rnd
in the forty-seventh year of our reign.

By Command,

GEO. E. LUMSDEN,

Assistant Secretary.

B Y-L A^V^S

— OF-

THE OTTAWA TEMPERANCE COFFEE HOUSE CO.,

(LIMITED.)

Adopted 2\st November, 1884.

Name of Com. 1. The name of the Company is "The Ottawa Temperance
pi'ny- Coffee House Company, (Limited.)"

Office. 2. The office of the Company shall be situate in the City of Ottawa,

Province of Ontario.

Objects. 3. The objects for which the Company is established are the fol-

lowing : — The establishment and management of comfortable places of
resort, wherein refreshments can be obtained at moderate rates, and in
which intoxicating drinks are neither sold nor supplied.

Common seal of 4. The common seal of the Company shall bear the letters O.T.C.H.Co.

Compan;- intertwined as a monogram, and surrounded by a belt with the motto on

it, " Be temperate in all things." '1 his shall be affixed to all documents
which the Directors consider it expedient so to attest.

Pn.visi ois in 5. The Optional provisions and regulations contained in the Charter

cinitc. and Act. Qf jj^jg Company, and " The Joint Stock Companies Letters Patent Act,"

and Amending Acts, shall not apply to this Company if they conflict

with the By-laws or Regulations of the same.

whnt c<.n^titmes 6. A person shall be deemed ^ be a member of the Company, and
""^"'hci-ship. bound by its Constitution, By-laws, and Regulations, on his signing an
acceptance of shares, or making any payment on account of them.

Transfer of
sliarcs.

Transfers de-
clined.

7. The instrument of transfer of any share in the Company shall be
executed both by the transferor and transferee, and the transferor shall
be deemed to remain a holder of such share until the name of the trans-
feree is entered in the register book in respect thereof.

8. The Company may decline to register any transfer of shares
made by a member who is indebted to them.

Closing of transfer 9. The transfer books shall be closed during the fourteen days im-
^°"'"*' mediately preceding the ordinary general meeting in each yean

_i3—

10. The executors or administrators of a deceased member shall be Executor*' tw*.
the only persons recognized by the Company as having any title to hit
share.

11. Any pcson becoming entitled to a share in consequence of the Evidence of title,
death of any member, may be registered as a member upon such evi-
dence of his title being produced, as may from time to time be required

by the Company, and as is satisfactory to the Directors ; or may, with-
out being registered, transfer the share, subject to the general provisions
respecting the transfer of shares.

12. If a transferor of shares is some other than the person whose Title of iranrferor
name appears on the register as the proprietor, the deed of transfer

shall be accompanied with such evidence as may be necessary to show
the title of the transferor, and no such transfer shall be valid until
approved of, accepted and registered by the Company.

13. The Shareholders of the Company shall not as such be held '^/'"/'^''iKj!''''
responsible for any act, default or liability whatsoever of the Company, "

or for any engagement, claim, payment, loss, injury, transaction, matter
or thing whatsoever, relating to or connected with the Company, beyond -
the unpaid amount of their respective shares in the capital stock thereof.

14. If several persons are registered as joint holders of any share, Joint holders of
any one of such persons may give effectual receipts for any dividend

payable in respect of such share.

15. Every member shall be entitled to a certificate, under the common share certificate,
seal of the Company, specifying the share or shares held by him, and the

amount paid up thereon.

16. If such certificate is worn out or lost, it may be renewed on pay- Renewal of
ment of twenty-five cents, or such sum as the Company in general meet- '^^'^" "^'''^''
ing may prescribe,

17. The Directors nay from time to time make such calls upon the Caiis on shares.
members in respect of all monies unpaid on their shares as they think

'fit, provided that no call shall exceed the sum of one dollar per snare,
or be made payable within three calendar months after the day appointed
for the payment of a prior call, and that one months' notice at the lei:st
shall be given for every call.

18. Any share in the original capital may, with the consent of the Paid up shares.
Directors, be fully paid up in the first instance, and the owner shall
thereupon be entitled, in lieu of interest, to a proportionate increase of
dividend.

19. If a call upon any share remain unpaid for two calendar months Forfeiture for
afterthe day appointed for the payment thereof, the Directors shall serve ^'j-paynem of
a notice on the registered owner of the share, requiring him to pay the

call within seven days after the date of such notice, and signifying that

—14—

in default of payment as thereby required, the share will be liable to
forfeiture, and on such default the share shall be forfeited if the Direct-
ors so resolve.

Notice of for.
feiture.

20. When any share has been so declared to be forfeited, notice of
such forfeiture shall be given to such shareholder, and an entry thereof
shall forthwith be made in the register of shareholders, stating the date
of such forfeiture.

Sh 'es foifeited
;o \,ompany.

21. Any shares so forfeited shall become the property of the Com-
pany, and may be disposed of in such manner as the Directors think fit.

22. It shall be lawful for the Directors m their discretion to remit or
annul the forfeiture of any share, upon the payment of the call or debt
and interest, with such fine, if any, as they shall fix.

23. A member or the esiite of any member whose shares have been
forfeited, shall, notwithstanding, be liable to pay the Company all sums
or calls owing thereupon at the time of ihe forfeiture, and the Directors
may enforce payment of the same.

Owner of share. 24. The person Of persons in whose name or names a share is regis-
tered in the register of members, shall alone be deemed to be the
absolute owner or owners of the share, and the Company shall not be
affected by notice of any trust of or charge upon a share.

Annulment of
forfeiture.

Calls on forfeited
shares.

Lien on shares by
Company.

Increase und de-
crease of stock .

Board of Direc-
tors.

Qualification.

Retirement of
first Directors.

25. The Company shall have a lien on every share held by a mem-
ber alone, or jointly with another or others, for every debt or pecuniary
liability of such member to the Company, whether as principal or
surecy, and whether alone or jointly with any other person or persons,
and whether immediately payable or not.

26. The Directors, with the sanction of not less than " two-thirds in
value of the Shareholders at a general meeting, duly called for consider-
ing the same, may, from time to time, increase the capital, by the issue
of new shares, subject to such conditions as the meeting may prescribe.
The Directors, with the same sanction, may decrease the capital stock
to any amount ; and, if they see fit, they may at any time sub-divide the
existing shares into shares of smaller amount.

27. The business and affairs of the Company shall be conducted by
a Board of eight Directors, save as otherwise provided by ihe regulations
of the Company, or by Act of Parliament.

28. The qualification of a Director shall be the possession, in his
own right, of five shares at the least for six montlis previous to his elec-
tion as a Director, and not in arrear in respect of any call thereon.

29. At the first general meeting after the incorporation of the
Company, all the first Directors shall retire from office, but shall be
eligible for re-election.

—IS—

30. At the said first general meeting all the Directors shall be
elected. At the general annual meeting in every subsequenc year, one-
half of the Directors, tor the time being, shall retire from office. It
shall be determined by ballot which of the Directors are so to retire in
the first year, and afterwards those shall retire who have been longest
in office.

Election and
rotation of
Directnni.

31. A retiring Director shall be always eligible to be re-elected. Re-election.

32. Any casual vacancy occuring in the Board of Directors shall be Casual vacancies,
filled up by the Directors ; but any person so chosen shall retain his

office so long only as the vacating Director would have retained the
same if no vacancy had occurred.

33. The Company, in general meeting, may, by a resolution, remove Removal of
any Director before the expiry of his period of office, and shall then ^ffl^e!°" ^'""^
elect another person in his stead. The person so appointed shall hold

office during such time only as the Director, in whose place he is
appointed, would have held the same if he had not been removed.

34i The Directors shall manage the business of the Company, and P'wers vested in
exercise all such powers as are not by S*^Ttute, or the Charier, or by
these By-laws of the Company, declared to be vested in the Company
in general meeting, subject, nevertheless, to the Statute Law, the Charter,
the regulations prescribed by these By-laws, and to such resolutions, not
being inconsistent with these By-laws, the Charter, or Statute Law, as
may be passed by the Company in general meeting. But no resolution
of the Company in general meeting shall invalidate any prior act of the
Directors which would have been valid if such resolution had not been
passed.

35. The continuing Directors_may act notwithstanding any vacancy vacancies in
in their body. ' ^''''^•

36i The Directors shall meet for the dispatch of business, adjourn. Meetings of
and otherwise regulate their meetings as they think fit. Three shall be ^"■'='^'""-
a quorum at any Board meeting. Questions arising at any meeting
shall be determined by a simple majority of votes. In case of an
equality of votes, the Chairman shall have a casting vote. Two Direc-
tors rnay at any time summon a meeting of the Directors on giving
three clear days' notice thereof, but no resolution passed at a meeting Questions, voting
so summoned shall be valid unless confimied at the next regular meet- and resolutions at.
ing of the Directors, except it be on some matter of urgency/ which
requires to be done before such regular meeting is held.

37. The Directors shall keep an attendance-book in which each Attendance book
Director present within fifteen minutes after the hour appointed for the °^ ^"^""■^•
meeting shall sign his name, which book, with an analysis showing the
number of attendances by each Director during the current year of

uiiiuc, buau uc laiu uclurc cvci}' j^ciiciai mccuujj ui inc v-umpaiiy.

President and
Chuirman.

Committees.

— 16—

38. The Directors shall elect from among themselves a President of
the Company for each year, who shall be the Chairman of their meet-
ings. If at any meeting the Chairman is not present at the time ap-
pointed ior holding it, the Directors present shall choose some one of
their number to be the Chairman of such meeting.

39. The Directors may delegate any of their powers to Committees,
consisting of such member or members of their body as they think fit.
Any Committee so formed shall, in the exercise of the powers so dele-
gated, conform to any regulations that may be imposed on them by the
Directois.

(Jiiestions and
\otcs .

comSaf ^^' ^ Committee may elect a Chairman. If no Chairman is elected,

or if he is not present at the time appointed for holding a meeting, the
members present shall choose one of their number to be Chairman of
such meeting.

41. A Committee may meet and adjourn as they think proper. Ques-
tions at any meeting shall be determined by a majority of votes of the
members present. In case of an equal division of votes, the Chairman
shall have a casting vote.

'ptinunlnts not A?' ^" ^""^^ ^^"^ ^^ ''"^ ™^^*'"S of Dircctors, or of a Committee
to Invalidate of Dircctors, or by any person acting as Director, shall, notwithstanding
■♦«>* that it be afterwards discovered that there was some defect in the ap-

pointment of any such Directors, or persons acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person
had been duly appointed, and was qualified to be a Director.

43. The Directors shall cause minutes to be made in books provided
for the purpose, — t. Of all appointments of officers made by the Direct-
ors ; 2. Of the names of the Directors present at each meeting ; 3. Of
all acts done, and resolutions made or passed by the Directors and
Committees of Directors, and of all moneys ordered to be paid, and of
all the proceedings of every meeting of the Directors and of the Com-
pany. And the Minutes of the proceedings shall be signed by the
Chairman.

44. The Directors shall keep a book showing a general account of
the moneys received and paid up to the date of the meeting, with a
balance struck, showing the state of the cash account, which book shall
be produced to the Board at each meeting, and signed by the Chairman
in acknowledgment of such production.

45. The Directors shall not contract any loan beyond the sum of five
hundred dollars, without the consent of the Company, by special re-
solution

Minutes.

Cash accoimt.

f.oans limited.

Contracts limited. 40. The Directors shall not enter into any contract above the value
of one hundred dollars, except the same be in writing ; nor shall they
enter into any contracts whatever exceeding in value the sum of one

-■•-.•si.

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