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Corporation
33 WEST MACN STREET
WEBSTER, NY 1 4580
(716) 872-4503
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CHARTER
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OF THE
Ijtteitia and ][tdeHtt |oinriirding ||omp:iaD.
Incorporated. 1867.
J. C. RROKRT, PRINTER, 180 ST. JAMES STRRKT.
1872.
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Incorporated 1867.
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J. 0. BECKRT, PRINTER, ISO 8 P. JAMES STREET.
1872,
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VICTORIA, by the Grace of God, of the United
Kingdom of Great Britain and Ireland,
Queen, Defender of the Faith, &c. &c. &c.
To all whom these Presents shall come, greeting :
WJ HERKAS under and by an Act of our Parliament of our Province
W of Canada, passed in the Session thereof held in the twenty-se-
venth and twenty-eight years of our Reign, and intituled, " An Act to
authorize the granting of Charters of Incorporation to Manufacturing
Mining, and other Companies,'' Our Governor Ceneral in Council
may grant, by Letters Patent, under the great Seal of our said Pro-
vince, a charter of incorporation to any number of persons not less
than five, who shall petition therefor, and may constitute such per-
sons, and others who may become shareholders in any such company
a body Corporate and politic for any of the purposes therein mention-
ed ;
And Whereas, by Petition addressed to Our Governor General
of Canada in Council bearing date the sixth day of March, A.D. 1867.
Moss Kent Dickinson, of the City of Ottawa, Forwarder;
George Hecbach, of the City of Montreal, Forwarding Agent ; Law-
rence Barnes, of the Town of Burlington, in the State of Vermont,
one of the United States of America, Lumber Dealer ; Joseph Mer-
rill Currier, of the City of Ottawa, manufacturer of Sawed Lum-
ber, and Ezra Butler Eddt, of the ownship of Hull, in the County
of Ottawa, General Merchant.
Have prayed that a Charter of Incorporation, embodying and
setting forth the general provisions of the above in part recited Act,
may be granted to them and to such other persons as are or may be-
come shareholders in a company formed for the purpose of carrying
on the Forwarding Business, and the construction, owning, charter-
ing or leasing of ships, steamboats, wharves, roads, or other property
required for the purposes of such Forwarding Business ;
.
And Whereas, in ftcconlnnce with tho provisions of the ahovo ii
part recited Act, notice was published in the Canada Gazette for at
I(!aHt one month previous to the presentation of the petition hereli
before nentioned, in which notice it was stated that the said Mos^
Kkxt Dk'Kixso.v, Geobob HiiUB»CH, LiWRiNoi Barnib, JoitPii Mkr-
fiiLi, CuRRiiB and Kzha Uutlkr Eddy, being not less than five of the
aiiplicants who have petitioned as aforesaid, intruded to apply foi
such Charter, that the proposed corporate name of the Company is
"Tub Ottawa and Riubau Fokwardinu Company.
That the object or purpose for which incorporation is souglit is to
carry on the Forwarding business, and to construct, own, charter, or
lease ships, steamboats, wharves, roads or other property, renuircd
for the purpose of such Forwarding business ; that the place or place,'!
where the operations of the Company are to be carried on are upon,
over, through and along the Ottawa, Kideau, St. Lawrence, Richelieu
and Chambly rivers and canals, and the lakes intervening an 1 connect-
ing therewith ; and at the Cities of Ottawa, Kingston, Montreal and
Quebec, and the town of St. Johrs; and all other cities, towns, vil-
lages, wharves, landings, and routes, roads, and bridges, situate upon,
connecting with, and approaching the said rivers, canals and lakes,
within our said Province ;
That the amount of the nominal capital of the Company is Jive
Hundred Thousand Dollar; ;
That the number of Shares is One Thousand, and the amount of
each Share is IHve Hundred Dollars ;
Thai the amount of Stock subscribed is 2\co Hundred and FiJ-
iy Thousand Dollars ;
That the amount paid in is Tweniy-jioe Thousand Dollars.
And Whereas, it has been proved to the satisfaction of Our Go.
vernor in Counc '!, that the said applicants have complied with all tho
reijuircments of the said Act as to matters preliminary to the issue of
JjCtters Patent.
NOW KNOW YE, that by and with the advice of Our Execu-
tive Council of Our Province of Canada, and under the authority of the
hereinbefore in part recited Statute, and of any other power or autho-
rity in Us vested in this behalf, We do, by these our Letters Patent,
constitute the said Moss Kent Dickinson, Gborgb Hedbach, Lawrshcr
Barnes, Josbpb Merrill Gdbrier and Ezra Butler Edot, and all and
every such other person or persons as now is or are or shall at any
time hereafter become shareholders in the said Company, under the
proviAioii.'^ (iI'iIk '^4aill Act, u.]d tho Hy-luwa mnde undur the aulliniily
thereof, uiid their successors, u body corpomte and politic, with per-
petual succession and a common Seal, by the name of •' Tiik Ottawa
AXit UiDEAf l'"oiiWARi)iX(j CoMPA.NV,''and capable forthwith of exer-
cising all the functions of an Incorporated Company, as if incorpoi-
ated by a speciid Act of Parliament ; and by their corporate name of
suing and being sued, pleading and being impleaded in all Courts,
whether of Law or E([uity-
With power to the said Company to carry on the Forwarding
lousiness, and to construct, own, ciiartHr or lease ships, steamboats
wharves, roads, or other property re(,uired for the purpose of such
Forwarding business.
And the said Company herel)y incorporated shall bo subject to
the general provisions of laws set forth iu the said recited Act, that is
to say : —
1 The alfairp of the Company shall be managed by a Board of
not less than three, nor more than nine Directors.
2 That the said Moss Kent Dickinson, George Heubach, Law-
rence Barnes, Joseph Merrill Currier and Ezra Butler Eddy shall bo
the Directors of the Company until replaced by others duly chosen in
their stead.
[\ No person shall be elected .»r chosen as a Director thereafter
unless he is a shareholder, owning stock absolutely in his own rightr
and not in arrear in respect of any call thereon.
4 The after Directors of the Company shall be elected by the
shareholders, in general meeting of the Company assembled, at such
times, in such wise, and for such term as the By-laws of the Company
may provide.
6 In default only of other express provision in such behalf by
the B-'-lawB of the Company —
(a) Such elections shall take place yearly, all the members of
the Board retiring, and (if otherwise qualified) being eligible for re-
election.
(6) Notice of the time and place for holding general meetings
of the Company shall be given at least ten days previously thereto,
in some newspaper published at or as near may be to the office or
chief place of business of the Company ;
(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 ;
{d) Klectiuns of Directors ihall bu by bullut j
(e) Vacancies occurring in the Board of Directors may be filled
for the unexpired remainder of the term by the Board, from among
the quulifiud shareholders of the Compniiy ;
if) The Directors shall, from time to time, elect from among
thcmnelves a President of the Company ; and ^ hall also name, and
may remove ut pleasure, all other oflicers thereof-,
6. Ifat any time an election of Directors bo not made, or do
not take effect at the proper time, the company shall not be held to be
thereby dissolved ; but such elections may take place at any general
meeting of the Company, duly cailed for that purpose ;
7. The Directors of the company shall have full power in all
things to administer the affairs of the company, and may make, or cause
to be made, for the company, any description of contract which the
c jmpany may by By-law enter into ; and may, from time to timp make
By-laws, not contrary to law, to regulate the allotment of stock ; the
making of calls thereon ; the payment thereof ; the issue and registra*
tion of Certificates of Stock ; the forfeiture of stock for non-payment ;
the disposal of forfeited stock and of the proceeds thereof; the trans*
fer of stock ; the declaration and payment of dividends ; the number
of the Directors ; their term of service ; the amount of their stock
(qualification ; the appointment, functions, duties and removal of all
agents, officers and servants of the Company; the security to be given
by them to the Company ; their remuneration and »hat (if any) of the
Directoi-s ; the place or places where the annual meetings of the Com-
pany shall be held, and where the business of the Company shall be
conducted ; and if the Company be a Mining Company one (or more)
of such places may be without this province. — the calling of meetings
regular and special, of the Board of Directors, and of the Company ;
the quorum ; the requirements as to proxies, and the piocedure in all
things at such meetings ; the imposition and recovery ofall penalties
and forfeitures admitting of regulation by By-laws, and the conduct in
all other particulars of the affairs of the Company ; and may from time
to time repeal amend, or re-enact the same ; but every such By-law,
and every repeal, amendment or reactment thereof, unless in the
meantime confirmed ut a general meeting of the Company duly call-
ed for that purpose, shall only have force until ihe next annual meet-
ing of the Company, and in default of confirmation thereat, shall
from that time only cease to have force.
8. A copy of any By-law of the Company, under their Seal, and
jmipoitiiij^ to 1)(' signet! Ijy any of the Otfictra of ihc Cutopany, shuU
be received as j>nma/rtej<Lvid(."iice of such lij-law in all Couita of Law
or Equity in this Province.
!). Tlie Stock of the Company shall bo deenici persanul ostatt!,
and Hliall be transferable in such manner only, and t)ul)ject In all .such
conditions and restrictions as by the Lettcrd Patent, or by the IJy laws
of the Company, Hhail be prescribed.
10. The Directors of the Company may call in and demand from
the shareholders thereof, respectively, all >-:uins of mnney by them
subscribed, at such time and place, and in .such paymenUi ur instal-
ments as the By-laws of the Company may re'iuire or allow; and inttM-est
shall accrue and fall due, at the rate of six per centum |,(u- annum,
upon the amount of any unpaid call, from the day appointed for [)uy-
ment of such call.
11. Not less than ten per centum upon the allotted Stock of
the Company shall by means of one or more calls be called in and
made payable within one year from the incorporation of the Company ;
and foi- every year thereafter at least a further ten per centum shall in
like manner be called in and made payable, until the whole shall have
been so called in.
12. The Company may enforce payment of all calls and interest
thereon, by action inu. ) competent Court ; aud in such action itslialt
uot be necessary to set forth the special matter, but it shall be sutficient
to declare that the defendant is a holder of one share or moic, Btatin<r
the number of shares, and is indebted in the sum of money to which
the calls in arrear amount, in respect of one call or more upon one
share or more, stating the number of calls and the amount of each,
whereby an action hath accrued to the Company under this Act; and
a certificate under their Seal, and purporting to be signed by any OtK-
cer of the Company, to the effect that the defendant is a shareholder,
and that so much is due by him and unpaid thereon, shall be received
in oil Courts of Law and Equity as prima facie evidence to that effect*
13. If, after such demand or notice, as by the By-laws of the
Company may be prescribed, any call made upon any share or shares
be not paid within such time as by such By-laws may be limited iu
that behalf, the Directors, in their discretion, by vote to that effect, re-
citin<^ the facts and duly recorded in their minutes, may summarily
forfeit any shares whereon such payment is not made ; and the same
shall thereupon become the property of the Company, and may be
disposed uf as by By-law or otherwise they shall ordaiu-
8
It- Xo share ahull be tiansferahio until all previous callsJ there-
on have been fully paid in, or until declared forfeited for non-payment
of calls thereon, or sold under execution.
15. No Shareholder being in arrear in respect to any nail shall
bo entitled to vote at any meeting of the Company.
IG. The Directors of the Company, if they see fit at any time
after the whole capital stock of the Company shall have been allotted
and paid in, but not sooner, may make a Bylaw for increasing the
capital stock of the Company to any amount which they may consider
requisite in order to the due carrying out of the object of the Compa-
ny but no such person shall have any force or effect whatever until
after it shall have been sanctioned by a vote of not less than two thirds
in amount of all the Shareholders at a general meeting of the Com-
pany duly called for the purpose of considering such By-law, and un-
til a copy thereof duly authenticated shall have been filed as herein,
after mentioned with the Provincial Secretary or such other olficer as
the Governor in Council may direct.
17. Any By-law for increasing the capital Stock of the Company,
shall declare the number and value of the Shares of the new Stock ;
and may prescribe the nannor in which the same shall be allotted ;
and in default of its so doing, the control of such allottment shall be
held to vest absolutely in the Directors.
18. The Company may, within six months after a duly authen-
ticated copy of such By-laws has been filed with the Provincial Sec-
retary, or such other officer as the Governor in Council may have
named for the purpose, require and cause a notice under the signature
of the Provincial Secretary or other proper officer, to be inserted in
the Canada Gazette, that such By-law has been passed a.^d filed as
aforesaid, and stating the number and amount of the shares of new
stock, the amount actually subscribed, and the amount paid in, in res-
pect thereof, and from the date of such notice the capital Stock of the
Company shall be and remain increased, to the amount, in the man-
ner subject to the conditions set forth by the By-laws ; and the Stock
shall become subject to all the provisions of law in like manner, [so
far as may be] as though the same had formed part of the Stock of
the Company originally subscribed:
19s The Company shall cause a book or books to be kept
the Secretary, or some other officer specially charged with that dut),
wherein shall bo kept. recorded —
r. A correct copy of the Letters Patent incorporating the ('cm-
pany, also of any and every By-law thereof;
II. The naniOP, alphabetically arranged, of all persons who are
or have been shareholders ;
III, The address and calling of every such person, while such
shareholder ;
IV. The number of shares of Stock held by each shareholder ;
V. The amounts paid in, and remaining unpaid, respectively, on
the stock of each shareholder ;
VI. All transfers of stock in their order as presented to the
Company for entry, with the date, and other particulars, of each trans-
Icr ; and the date of the entry thereof, and—
VII. The names, addresses, and calling, of all persons who are
or have been Directors of the Company, with the several dates at
which each became or ceased to be such Directors.
20 The Directors mry refuse to allow the entry into any such
book of any transfer of stock whereof the whole amount has not been
jiaid in ; and no transfer made with the view of relieving the transfer-
or from pre-exiating debts of the Company, shall be valid or prevent
any antecedent creditor from exercising his remedy against such trans-
fer or in the same way as if he had continued to be ashareholdjr in
such Company ; provided, that nothing in this sub-section shall pre-
vent the effect of chapter seventy of Consolidated Statutes of Canada,
as regards any such stock seized and sold in execution.
21 No transfer of Stock shall be valid for any purpose what-
ever , save only as exhibiting the rights of the parties thereto towards
ouch other, and as rendering the transferee liable, ad interim jointly
and severally with the transferor, to the Company and their creditors,
—until entry thereof has been duly made in such book or books.
22. Such books shall, during reasonable business hours of
every day, except Sundays, and obligatory holidays, {Jetes d'ohliga-
Hon,) be kept open for the inspection of shareholders and creditors of
the Company, and their personal representatives, at the office or chief
place of business of the Company ; and every such shareholder, credi-
tor or representative, may make extracts therefrom.
23. Such books shall be prima facie evidence of all facts pur-
porting to be thereby stated, in any suit or proceeding against the
Company or aj.rainst any shareholder.
24 Every Director, officer or servant of the Company, who
knowingly makes, or assists to make any untrue entry in any such
book, or who refii-ses or neglects to luako any proper entry thcroiu,
10
or to exhibit the same, or to allow the same to be inspected, and ex-
tracts taken therefrom, shall be liable to a penalty not exceeding
twenty dollars, for making each such untrue entry, and for each such
refusal or neglect, and also for all loss or damage which any party
interested may have sustained thereby.
25. The Company shall not be bound to see to the execution of
any trust, whether express, implied or constructive in respect to any
shares ; and the receipts of the shareholdei in whose name same m<ay
stand in the books of the Company shall be a valid and binding dis-
charge to the Company for any dividend or money payable in respect
of such shares, and whether or not notice of such trust shall have
been given to the Company ; and Che Company shall not be bound to
see to the application of the money paid upon such receipt.
26. Every contract, agreement, engagment, or bargain made,
and every bill of exchange drawn, excepted or endorsed, and every
promissory note and cheque made, drawn or endorsed, on behalf of
the Company, 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, agreement, engagement, bargain, bill of exchange, promis-
sory 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, offi-
cer or servant of the Company be thereby subjected individually to any
liability whatsoever to any third party therefor ; provided always,
that nothing in this section shall be construed to authorize the Com-
pany to issue any note payable to the bearer thereof, or any promis-
sory note intended to be circulated as money, or as the note of a
Bank.
27. Each shareholder , until the whole amount of his stock has
been paid up, shall be individually liable to the creditors of the Com-
pany to 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 Company shall have been returned unsatisfied in whole or
in part ; and the amount due on such execution shall be the amount re-
coverable, with costs, against such shareholders.
28. The shareholders of the Company shall not, as such, be held
responsible for any act, or for any engagement, claim, payment, loss,
injury, transaction, matter or thing whatsoever relating to or connect
11
ed with the Company, beyond the amount of their re8i>ective shares in
the capital stock thereof.
29. No person holding in the Company as an executor, adminis.
trator, tutor, cnrator, guardian or trustee, shall be personally subject
to liability as a shareholder ; but the estates and funds in the hands cf
such person shall be liable in like manner, and to the same extent, as
the testator or intestate, or the minor, ward, or interdicted person, or
the person interested in such trust fund would be, if living and compe-
tent to act,and holding such stock in his own uame , and no person
holding such stock as collateral security shall be personally subject
to such liabiliy | but the person pledging such stock shall be consider-
ed as holding the sauie,and shall be liable as a shareholder accordi ngly.
30. Eve-y such executor, administrator, tutor, curator, guardian
or trustee shall represent the stock in his hands at all meetings of the
Company, and may vote accordingly as a shareholder : and every
person who pledges his stock may nevertheless represent the same at
all such meetings and may vote accordingly as a shareholder.
31. If the Directors of the Company declare and pay any dividend
when the Company is insolvent, or any dividend the payment of which
renders the Corapany insolvent or diminishes the capital stock thereof;
they shall be jointly and severally liable, as well to the Company as to
the individual s.hareholders and creditors thereof, for all the debts of
the Company then existing, and for all thereafter contracted during
their continuance in office, respectively; but if any Director be present
when suchdiviJend is declared, do forthwith— or if any Director then
absent do witiin twenty-four hours after he shall have become aware
thereof, and able so to do— enter on the Minutes of the Board of Direc-
tors his protes : against the same, and do within eight days thereafter
jjublish such protest ia at least one newspaper published at, or as near
as may be possible to the office or chief place of business of the Com-
pany, such Di ector may thereby, and not otherwise, exonerate him-
self from such liability.
32. No 1 ydn shall bo made by the Company to any shareholder ;
and if such be made, all Directors and other officers of the Company
making the same, or in any wise assenting thereto, shall b c jointly
and severally liable to the Company, for the amount of such loan —
and also to t'aird parties, to the extent of such loan with legal in-
terest — foraU debts of the Company contracted from the time of niak
ing si'ch lor.n to that of the re-payment thereof.
3;!. Any dcscriplion <if iKtioti niivy lie |ii'isocuted ninl maintain'
12
ea between the Compfttiy and any shareholder, thereof ; and no share-
holder, not being himself a party to such suit, shall be incompetent
as a witness therein.
3i. The Charter of the Company shall be forfeited by non-user
during three consecutive years at any one time, or if the Company do
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.
By Command,
[Signed,] A. J.FERGUSON BLAIR,
Acting Secretary.
In Tbstimokt Whbrkof, We have caused these Our Letters to be
made Patent, and the Great Seal of our said Province of Canada to be
hereunto affixed ;
Witness our trusty and well-beloved Sir John Michel, K. C, B.,
Administrator of the Government of the Province of Canada, and
Lieutenant-General, commanding Our Forces therein, &c. &c. &c.,
at Ottawa, this fifteenth day of March in the year of our Lord one
thousand eight hundred and sixty-seven, and ia the thirtieth year of
our Reign.
BY-LAWS
To Regulate the Management of
Tiie Ottawa ani Billeaii ForwarillDs Conpany.
/•
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J.,
id
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tit
of
The Directors of the Ottawa and Ilideau Forwarding Com-
pany in special meeting assembled, convened for tliat purpose, in
pursuance of thj power in tliem vested, do hereby make and enact
the following By-laws, Rules, Orders and llegulations, that is to
say:
1. The Directors will meet at least once in every year, and
as often in addition as may be required on the call of the Presi-
dent; and on a requisition of three members of the Board, re-
quiring him so to do, the President must call a meeting of Di-
rectors. Adjourned meetings may be held at such liiue and
place as the Directors appoint.
2. The President shall have power to call general, special,
or other meetings of the Company and Directors, in the Province,
on elsewhere, when necessary, at snch time and place as he shall
appoint ; and it shall be his duty to call such meeting when any
three of the Directors shall request him so to do in writing, stat-
ing the object of the meeting. All competent business may be
transacted at any general or ordinary meeting of shareholders ;
but at a special meeting there shall be only transacted the busi-
ness for which it was convened.
3. In addition to the annual meeting the Directors may call
meetings of the stockholders as often and at such times as they
may see fit, or necessity require.
4j. Each shareholder shall be entitled to one vote for each
share of stock ; in case of a tie the President, Vice President, or
Chairman being entitled to a casting vote in addition to his own
vote. Shareholders may vote by proxy at any meeting of share-
holders ; but such proxies shall be held by a shareholder only,
and such proxy shall be in the following form: —
Form oe Proxy.
I of , do hereby appoint of to bo
my proxy, to vote for me and in my name at all general or spe-
cial meetings of the shareholders of " The Ottawa and Hidf-au
u
Forwarding Company ;" and for mc generullj and in ray abscncci
to vote or givo assent to any business, matter or thing relating
to the undertaking that shall be mentioned or proposed at any
special or general meeting of the shareholders of the said Com-
pany, or any of them, in such manner as he shall see fit, as if I
were personally present.
In witness whereof I have hereunto set my hand and seal
this day of in the year of our Lord 186 —
In presence of
The Ottawa and Rideau Forwarding Company.
Povoer of Attorney to Transfer Stock.
Know all men by these Presents, that I of
—have made, ordained, nominated, constituted and appoin-
ted, and by these presents do make, ordain, nominate, constitute
and appoint my true and lawful Attorney, for me, and
in my name, place and stead, to assign, transfer and make over
to of , Shares of Stock, held by me in
the Ottawa and Rideau Forwardinpr Company, upon which
is paid, hereby ratifying all and whatsoever my said At-
torney may lawfully do by virtue of these presents.
In Witness Whereof I have hereunto set my hand and
seal, at ■ thiB day of one thousand eight hun-
dred and
Signed, Sealed and delivered,
in presence of
The Ottawa and Rideau Forwarding Company,
Povcer of Attorney to Accept Stock.
Know all men by these Presents, that of
do make, constitute and appoint ——my true and
lawful Attorney, for me, in my name, and on my behalf to ac-
cept in the Capital or Joint Stock of the Ottawa and Ri-
dei;u Forwarding Company, and generally to do all lawful acts
requisite for effecting the premises ; hereby ratifying and oon-
liruiing all that he my said Attorney shall do therein, by virtue
hereof.
In Witness Whereof I have hereunto set my hand and
seal at this day of one thousand eight hun*
15
(Ired and-
Signed, sealed and delivered,
in presence of
i
5. At the annual or any special meeting for the app' at-
ment of Directors, the meeting shall be called to order by the
President, or V^ice-President, or in their absence, by a Chair-
man chosen by the meeting. Two Scrutineers shall be appoint-
ed by the Chairman and the Scrutineers shall forthwith open u
buUot for the choosing of Directors. At the close of the ballot
the Scrutineers shall report in writing the names of the qualified
shareholders having the greatest number of votes for the Direc-
torship. In case of a tie of votes given for any persons, and the
requisite number of Directors have not been elected, a new bal-
lot shall be opened to supply the defect arising from such tie of
votes.
6. In the absence of the President or Vice-President, a
quorum of Directors, at any meeting legally convened, may ap-
point one of themselves Chairman, who shall, for the purpose of
such meeting, be invested with the powers and authority of the
President.
7. The President will preside at all meetings of Directors
and shareholders, will countersign all checks drawn against the
Bank account for money, and will generally be the Executive
Officer to direct the carrying out of the resolutions of the Dirftc-
tors.
8. In the absence of the President the duties of his office
will devolve on the Vice-President, who shall be chosen from
among the Directors at the time of choosing a President.
9. A general manager shall be appointed, whose duty it
shall be to superintend and see to the proper management of the
business of the Company, and to the regular running of the boats,
and all matters connected therewith under the inspection of the
Board of Directors ; he will see that all the officers and pursers
of the steamers do their duty, and will report from time to time
to the President, and, when required, attend the meeting of the
Directors.
10. Secretary and Treasurer. — It shall be the duty
of this officer to keep the books and correspondence of the Com-
p;'ny, to take and record minutes of all meetings of the Directors,
a d write notices calling meetings, and furnish statements of ac-
count from time to time as the President may direct : to attend
to all advertisements, and other business belonging to his office.
16
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He shall receive all calls, assessments, monies and sccuritie!> for
money due, owing or belonging to the Company, and shall depo-
sit the same to the credit and in the name of the Company in
such Bank as the Directors appoint. As Treasurer he will sco
that all pursers, clerks, and agents account for and pay over to
him all the monies of the Company, will deposit the same in the
Bank where the Company's account is kept, and will sign, with
the Preside-. t, or Vice-President, checks for all payments
to be made on account of the Company. He shall keep
a regular set of books, containing the accounts of the funds pass-
ing through his hands ; and whenever required by the Directors,
he shall make up a detailed statement of all such accounts ; and
he shall make and deliver for the use of the Directors, a complete
settlement and balance of the books and account of the Compa-
ny, made up to the 31st day of December in each year, or to any
other time the Board may require. The Seal of the Company
shall be in the custody of the Secretary.
11. Every officer of the Company who receives money will
be obliged to give security in such sums and mannncr as the Di-
rectors may appoint.
12. All officers shall be appointed by the Board during
pleasure, but may be for any cause suspended from oificc by the
President until the case Is decided at the next meeting of the
Board.
13. The salaries of the officers of the Company shall be de-
termined from time to time by resolution of the Board.
14. The certificates of the number of shares to which each
of the shareholders is entitled shall be signed by the President,
and countersigned by the Secretary, under the Seal of the Com-
pany to each of the shareholders respectively, which certificate
shall be in the form following : —
The Ottawa and Rideau Foewardino Company.
iVb Shares, $500 each Share,
This certifies that of is the proprietor of Shares
of Five Hundred Dollars each in the Capital Stock of the Ottawa
and Rideau Forwarding Company, transferable only at the office
of the Company by the said or lawful Attorney, on the
surrender of this Certificate.
Ottawa-
—18—
-Sec. & Treas.
President,
And the following shall be the form of transfer and accept-
17
38
nnce of Shares in the Capital Stock of the Company:
Shares Ottawa 187—
For value received hereby assign and transfer to of
all my right, title and interest in Shares of the Capital
iStock of the Ottawa and Kideau Forwarding Company standing
in — name on tiiu books of said Company.
Witness ) — — — -
T do hereby accept the foregoino^ Assignment of Shares
in the Stock of tlio Ottawa and Kideau Forw.uding Company,
assigned to as above mentioned, tbis day of one thou-
sand eiglit hundred and
15. Books fur the registry and transfer of Shares and of
the addresses of the shareholders shall be kept by the Secretary
at the office of the Company, and in such other custody and
place :is shall from time to time be directed by the Board, and
shall bo closed once in each year from the fifteenth day of De-
cember until the first day of January following. New certifi-
cates of such stock so transferred may be issued by the Secretary,
if required, upon the delivery and cancelling of the former cer-
tificates.
IG. The Directors shall, once in each year, cause a ba-
lance sheet of the aftairs of the Company to be made up; and
shall, thereafter, by resolution, declare the amount of the profits
of the Company for that year; and shall, in their discretion, fix
tlio amount of any dividend in respect thereof, and the time
and place of the payment of such dividend.
17. All agreements and contracts for carrying on the
ordinary business of the Company to be made or entered into,
sh-11 be made or signed by the President, Vice-President, or
General Manager on behalf of the Company ; but this shall not
authorize the building, purchasing or sale of boats, or real estate
of the Company.
18. No officer of the Company shall pledge the credit of
the Company by signing or issuing any note, bond or other obli-
gation of the Company, except as provided in the By-laws, with-
out the consent of the Directors.
13. The Secretary shall keep the minutes of the proceed-
ings of all meetings of Directors or shareholders in books kept
for the purpose. In his absence a pro Um. Secretary shall be
appointed to take the record of any meetings. All such minutes
shall be submitted to the Board or shareholders at the then or
I
18
next mcetinp;, for approval or correction, and shuU be thereafter
si{;Ded by the President and Secretary.
20. The Directors shall appoint two Auditors, who shall
audit the accounts previous to, and report thereon at the annual
meeting, which shall take place on the third Tuesday in January
of each year.
21. All supplies will, as fur as possible, be taken by con-
tracts, and no Director or officer of the Company is to be a con-
tractor or directly or indirectly interested in any contract for
supplies.
22. The Board of Directors shall consist of five who
shall be duly qualified according to the provisions of the Coru-
pany's charter and shall hold office until the next annual meeting.
Three of said Directors shall form a quorum and be competent
to transact any business of the Company — any agent or officer
of the Company holding stock in his own name is duly qualified
to be elected a Director.
23. The President with the Secretary of the Company
will sign, endorse and accept for and in the name of the Com-
pany all Checks, Notes, and Drafts which may have to be so sign-
ed endorsed, and accepted, for the transaction of the business of
said Company, without it being necessary to have any special au-
thorization to do so in any special case.
24. Notwithstanding anything to the contrary heretofore
declared, the office of the (/ompany shall, till otherwise determin-
ed, be appointed and fixed at the City of Montreal —
25. All meetings of Stockholders or Directors shall be call-
ed by written notice mailed to them, at their respective places of
residence at least ten days before the holding of such meeting.
26. These By-laws shall not be altered, amended or re-
pealed at any meeting of the Directors, unless notice of such al-
teration shall have been given at a previous meeting, and the
same be adopted by the unanimous consent of the Directors.
In Testimony Whereof the Directors have caused these
By-laws, orders, rules and regulations, adopted, made and enact-
ed as aforesaid, this tenth day of January in the year of'our Lord
1872, to be signed by the President, and sealed with the Corpo-
rate Seal of the Company.
[Signed] L. BARNES.
President.
;i=!l
M
i'
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