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 BY-LAWS 
 
 OF THE 
 
 CANADA 
 
 PLUMBAGO COMPANY. 
 
 MONTREAL : 
 STARKE & CO., PRINTERS, ST. FRANCOIS XAVIER STREET. 
 
 1867. 
 
BY-LAWS. 
 
 ART. I.— OFFICE OF THE COMPANY. 
 The principal office for the transaction of the business, and 
 general direction of the affairs of the Company, shall be situated in 
 the city of Montreal. But the Company may establish any place or 
 places of business in Great Britain or in the United States of America, 
 whenever the Stockholders may VDte that such place or piices ot 
 business shall be established. 
 
 ART. II.-MEETINGS OF THE STOCKHOLDERS. 
 l.-The annual meeting of the Stockholders for the election n 
 Directors, and sucb other business as may properly come before it, 
 shall be held at the Company's office, in the city of Montreal, on the 
 first Wednesday in the month of March of each year. 
 
 2 —Ten days notice of such meetings, as well as of all special 
 meetings of the Stockholders, shall be given in one or more newspapers 
 published in the city of Montreal. 
 
 3 -The chair shall be taken at such hour as may be appointed 
 by the notice ; and the ballot-bo- shall continue open for two hours 
 from the commencement of the meeting. 
 
 4 -Special meetings of the Stockholders may be called as otten 
 as the Board of Directors may deem expedient. Such meetings may 
 also be called on the written request of any number of Stockholders, 
 holding at least one-fourth part of the capital stock of the Company. 
 The notice convening such meeting shall state the object for which 
 such meeting is called. No subject, not specified in such notice, shall 
 be considered at such meeting, except by the unanimous consent ot 
 all the Stockholders present. j -p 
 
 5.— Any special meeting may b(S adjourned to a future day, it 
 
 judged necessary. 
 
ART II I.— VOTES, 
 
 At all meetings of the Shareholders, each share of stock shall 
 be entitled to one vote, and may be voted upon by the holder in per 
 son or by proxy.* All proxies shall be filed with the Secretary at or 
 previous to the day of meeting. At all meetings and on any question, 
 whenever the same shall be demanded by three Stockholders, the vote 
 shall be by shares. All proxies must be held by Stockholders of the 
 Company. All decisions shall be by a majority of shares present or 
 represented when the vote by shares is taken. 
 
 • Which proxy shall be in the following form : 
 
 ComL''nv'l'o^ 1?^''''"* ^■^' ""^ ^•' * Shareholder in the Canada Plumbago 
 i^yT^^ l,^° my proxy, and as such proxy to vote for me at all meet- 
 ings of the Shareholders of the said Company ; and generally to do all 
 meeting' "'''"'"^' '' " Shareholder, if'personally present at any such 
 
 Signature, d. e_ 
 
 ART IV.~THE BOARD OF DIRECTORS. 
 The Board of Directors shall consist of five Stockholders to be 
 chosen annually by ballot, who shall continue in office until their 
 successors are chosen. They shall choose from among their number 
 a President and a Vice-President of the Company. They may also 
 appomt one of their number as Managing Director, who shall, under 
 the direction of the Board, have the general control and management 
 of the affairs of the Company, and shall, if required, devote bis time 
 to the Company's service, and may receive such compensation as the 
 Board may deem fit. The Board shall also have power to appoint 
 and employ such Officers and Agents as in their judgment the interest 
 or business of the Company may from time to time require, to fix 
 their compensation and define their duties. 
 
 Every Stockholder holding one thousand dollars in the stock of 
 the Company shall be eligible as a Director. 
 
 At all meetings of the Bo^rd three shall be the quorum. 
 Meetings of the Board, unless otherwise provided for, shall be 
 called under the direction of the President or Managing Director or 
 whenever three Directors shall, in writing, require it to be done. ' 
 
 ART. v.— PRESIDENT AND VICE-PRESIDENT. 
 It shall be the duty of the President to preside at all meetings 
 ot the Stockholders. He shall be ex officio Chairman of the Board 
 
or Directors, uud as «uch preside at all their meetings. He shall nij^n 
 all Bonds, Deeds, Debentures or Contracts, entered into by or on 
 behalf of the Company, unless in special cases otherwise ordered by 
 the Board of Directors. He shall sign all certificates o( Stock, and 
 iu general perform all the acts incidental to such corporate office. 
 
 2 -In case of his absence, resignation, or death, tiic Vice-rrosi- 
 dcnt shall discharge all the duties of the President 
 
 3 _In case of a like disability on the part ot the Vice-President, 
 the Board may appoint a President -pro tan;' who shall discharge 
 the duties of the President. 
 
 ART. VI.— SECRETARY AND TREASURER. 
 A Secretary and Treasurer, who may be one and the same i)d"Son, 
 shall be appointed by the Board of Directors, who shall fix the salary 
 or compensation of such officer or officers. 
 
 1.— Duties of Treasurer. 
 
 1 -The Treasurer shall have control of all funds of the Company 
 until ihe same be divided or appropriated by the Board of Directors. 
 He may be required to give bonds in such sum, with such sureties as 
 the Board of Directors may deem adequate for the faithful performance 
 
 of the trust. i „„ 
 
 2 —He shall make his deposits in such bunk as the Board may 
 appoint, and his bank account shall be kept in the name of the 
 
 Company. » n 
 
 3 —He shall sign receipts and acknowledgments for all moneys, 
 and other property of the Company, which may come into his hands ; 
 and disburse aii^ appropriate the same only under the direction and 
 with the sanction of the Board of Directors. 
 
 4 -He shall countersign all notes on time, or otherwise, to . 
 be given by the Company in its dealings, which notes shall be signed 
 bv the President. Ho shall indorse, for collection or discount, or 
 other disposition, all notes, drafts or acceptances belonging to the 
 
 """^S -He shall prepare and keep proper books of account, and 
 shall render full and particular statements of all his accounts, 
 accompanied by vouchers, at every annual meeting of the Company 
 or whenever required by the Board. 
 
 6.-He shall countersign and register all certificates ol stock, 
 
 which shall be signed by the President. 
 
6 
 
 2.— Dliiks or SKORKTHBr. 
 tor, of ;^l":„:;;:!,'':i:; :,"':f^ "« f -"-'Jo- -^ Board „.■ Di.ee. 
 
 « book to bo'Ctt :xr'' '"" '•™™'""«' "' "■« -" "■ 
 .He i^^u!!- :r„'J ::tir s:::rj^^^^^^^^ ™- 
 
 AKT. VII.^CEIITIFICATES OF STOCK 
 
 they f;:^"!;:.^:::!^ ::::::? ;^:? ^^ ^^^^^^^ ^^^^ ^-^^^^-^ - 
 
 of the shares. ' ^^°^^''' °"^^« «"d the number 
 
 Certificates of stoek should be in the following form • 
 " This IS to certify that ,•« .1 .' 
 
 "shares in the canital sf^.i- .p .1 r. ^« ">e proprietor of 
 
 "certificate." ^-^onticai upon the surrender of this 
 
 day of ^''^''' ""'^'' "''' ''"°'^'' '* Montreal, this 
 
 President. 
 u \r^ 4. n . Treasurer. 
 
 No tansfen,, valid „„,i, „,de on the books of the Company." 
 
 AHT. ■VlII.-TBANSFEnS 
 
 or agent of the cLZImIZS^ "'■ °"'" »»""'"-<' *" 
 b«t not „„ti, the 4 LS "; XT° " '' '''"'""''' 
 
2.— TranBfers of stock shall bo made in the form following : 
 
 I of for tho value received "rom 
 
 of do liercby bar<?uin, hoU, and transfer to the said 
 
 HbaroH of the stock of the Canada Plumbap;o Company, 
 to hold to him tho said heirs, executors, curators, adminis- 
 
 trators, and assigns, subject to the same rules and orders and on the 
 same conditions that I hold the same inimodiately before the execution 
 hereof, and I, the said do hereby agree to accept of tho 
 
 said shares subject to the same rules, orders, and conditionn. 
 
 Witness our hands and seals, this • day of 
 
 in the year 1 8 
 
 Signature, 
 
 Signature, 
 
 3.— No transfer of stock shall be valid as between the Company 
 and the' proprietor thereof until the same shall have been recorded in 
 tho books of the Company, and tho scrip certificate held ;.y the trans- 
 ferer shall have been surrendered to the Company ; and no transfar of 
 a share or shares shall be recorded in tho books, nor in any way 
 recognised by the Company, until all calls due (with interest thereon, 
 if any,) shall have been paid, except in the case of shares forfeited 
 for nonpayment of calls. 
 
 ART. IX.— CALLS. 
 1.— Whenever the Directors shall see fit to make a call upon 
 that portion of the stock of the Company, which shall not have been 
 paid in full, notice of such call shall be given by advertisement in the 
 Official Gazette, and in one or more of the newspapers published in 
 the city of Montreal, and such advertisement shall state the amount 
 of such call, also the place and time of payment, which shall be at 
 least thirty days subsequent to the first insertion of such notice. 
 
 2.— Should any Stockholder refuse or neglect to pay such call on 
 his, her, or their shares at the time required by public notice as afore- 
 said, it' shall be lawful for the Directors (without any previous 
 formalities, other than thirty days of public notice of their intention, 
 and a written notice addressed throiigh the post office to the party m 
 default or his representative, at their domicile, as mentioned in the 
 books of the Company, but without the Company being responsible 
 for any error or other cause from which such notice might not have 
 
8 
 
 reached the interested parties), to sell at public sale at the office of 
 the Company, the said shares, or as many of the said shares as shall, 
 after deducting the reasonable expenses of the same, yield a sum of 
 money sufficient to pay the unpaid calls which may be due on the 
 shares appertaining to such defaulting shareholder, together with any 
 interest which may be due on the same. 
 
 3— The President of the Company shall execute the transfer to 
 the purchasers of the shares of stock so sold, and such transfer, being 
 accepted, shall be as valid and effectual in law as if the same had been 
 executed by the original holder or ?voldcrs of the share^< thereby trans- 
 f erred. 
 
 ART. X.— POWERS OF ATTORNEY. 
 
 Stockholders may grant powers of attorney for the purchase or 
 sale of stock, receipt of dividends, &c., in the following terms : 
 
 Know all men by these presents that I, A. B., of C, do make, 
 constitute, and appoint D. E., of F., my true and lawful attorney for me, 
 and in my name, and in my behalf to sell, assign and transfer all or any 
 part interest, or share in the capital stock of The Canada Plmnhago 
 Company, to me belonging or standing ir. my name ; to receive the 
 consideration money and give a receipt or receipts for the same ; to 
 accept all transfers that now or hereafter may be made tome; to 
 receive and give receipts for all dividends that are now due or shall 
 hereafter become due and payable on the same for the time being ; 
 and crenerally, to do all lawful acts requisite for affecting the premises, 
 hereby ratifying and confirming all that my said attorney shall do 
 therein. 
 
 In witness whereof, I have herewith set my hand and seal at 
 this day of in the year of 
 
 our Lord 18 
 
 Signed and sealed in the 
 presence of G. H. 
 
 1 
 
 ART. XL— DIVIDENDS. 
 1 —The Directors shall, at stated times, declare and pay divi- 
 dends in cash, out of the profits of the Company, to the parties in 
 whose names any share of the capital stock of the Company shall 
 stand at the date when the transfer book of the Company shall close. 
 
 % 
 
w 
 
 f\ 
 
 2.-Whe" any dividend shall be declared by the Directors 
 fifteen days' public notice of the payu.ent shall be given and the 
 ransfer book of the Company shall be closed for fifteen'dlys' previ J 
 to the day fixed for the payment of such dividend 
 
 nnv o^il"^^' f ''f."."^ '^''" ^' P'^^ '"^ ^"^ '^'''' '' '^'-'''^^ on which 
 any call or interest thereon shall be in arrear. 
 
 ART. XII.—SEAL OF THE COMPANY. 
 The seal of the Company shall be- a circle on which shall be 
 
 AllT. XIIL-PROMISSORY NOTES AND LILLS OF EXCHANGE. 
 
 invpi° Tk- 'T^ "?''' ^^" ''' '^'^'''''^'' ^'^«^P^^"^e^ contract, or 
 investment, bindinf tho rinniivimr c'-„n i • ^^, ^i- 
 
 resolutioo of the Bo°ard. ' "^ ° °'™' '^"^ ' ™^" " 
 
 AKT. XIV. -CLOSING TRANSFER LOOKS. 
 1— The transfer books of the Company shall be closed for fifteen 
 no Ln?f fTi '"'^ '"^"^'^ «''°'^'^^ "^^^^"^S of the Company, and 
 
 of fl,fr^^'' stockholders, whose name.s are recorded iu the books 
 the Company at the date of such closing of the transfer book, shall 
 alone be recognized as the Stockholders of tho Company, or be per- 
 mitted to take part in the business at the annual general meetin' of 
 tlie Company. ^ 
 
 ART. XV.--ALTERATION OF BY-LAWS. 
 No addition or alteration of these by-laws shall be made, except ' 
 by a vote of a majority of the Stockholders in general meetin. 
 assembled, at a meeting specially called for that purpose.