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AN A(T.l ilh V INCORPORATE TUK llt0ntaal Ittining Companij, 10 <{■ 11 \M(JT, CAJ'. f,8. i^ S>hM ' i MONTREAL: }' K J .V 1 K I' Ji V L y KLi. A (; I K ^^ O N , .s T . .V 1 C U U i. A S ^ l K ); L. 1 , .1850. i ■..i'^iSSriSi.'r™^''^:' •'sn-rryrT'CST- ANNO J)K0IMO KT UNDKOIMO VICT R I M R E G I N A^ CAP. LXVll. An Act to Incorporate The Montreal Mmivff Covipanif. 2Sih July, 1847. WHEREAS it is of great iraportiince Pr< to this rrovlrice that its mities and mineral wealth should be properly worked and brought into use; and the several per- sons hereinafter nfuned have by tlieir Peti- tion represented tiiat tliey have associated themselves together, v/ith divers others, for that purpose, and have agreed by Articles of Agreement entered into at the City of ]\{ontreal the 25th day of April and the 12th day of December, 1S40, and have raised by subscription the capital necessai-y eifectually to begin their operations, but that they expe- rienc'e great difficultit^s in carrying out the objects for which tliey arc associated witliout an Act incorporating them with the powers hereinafter mentioned, and have prayed tliat such Act may be passed : Be it tliereforo enacted by tlie Queen's Most Excellent Ma- amble. '"'ortain per !^(ins incorpo- rated. Corpora tf> niuuii nc'l [lOwer^. ''a pit;;! Stock J- -'(uul into 'f'.i.uOO Shares jesty, by iui«T wiili tlio advite and consent of the Legislativo Council p^id ol'tiie Legis Ititive Assembly oi' the Proviucc of Canada, constituted anrl nssombled by virtue of and * under tlie uutlioriiy of an .Vet pnssed in the Ffirliamentof the Tuited Kingdom of Great Ijiitaii! and Ireland, and intituled, An Actio rc-unite the Provinces of Upper and Loicer Canada, and for ike (Jorernment of Canada^ and it is hereby euact(Ml by the authority of tlie sanie, 'j'hat tlie J lonorable Peter McGill, tlie Honora'ule Gcorji'e MolFjitt, Sir Geornje Simpsonj W'illiain Collls Meredith, Thomas Cringan, the Honorable Sir Allan Napier MacNab, the HonorabJe James Ferrier, and David Davidson, the present Tr'ustees of the Association mentioned in the Preamble to this Act, and their successors, and such and so many other persons or parties as have be- come, or sladl b(^corne Shareholders in the Ca- pital Stock hereinafter mentioned, shall and they are hereby constituted a Body Politic and Corporate, by tlie name of " The Mon- " treal Mming Compann^' and by that name shall and may sue and be suctl, implead and be im])leaded, answer and be answered unto in all Courts of Law or Equity whatsoever, and shall have uninterrupted succession with a Common Scid, which may by them be changed or varied at t.heir pleasure. II. And whereas the (Japital Stock of the said Association formed under tlie Articles \^ >f AG'i'ocinriiu atbrosaid i.^ dlvi«K'rporation, TV. And whereas thf.' rnstalments already in-tuimon'^ paid or called in upon the ^to. k: already i.'s. .^.a/pin 1 issued are equal to twelve shillinf;S and six "'.'^ *" ^'Y'" '^ I o .'.,1 per snaio. pence, on each share of five pounds: Be it enacted, tliat the calls to be hereafter made on the holders of the said Stock shall not ex- ceed in the whole four pounds, seven shillings and six pence currency pei* share, and the same shall be paid by instalujcnts when and in such manner as shall be prescribed by the Directors hereinafter named; IVovided also, rmvi.^o. that iiothin.^- herein contained shall cxone- rate, diminish or relieve any party from ex- G Oertaii\ ])ro- jHjrty Y«'sto(l in Coqwmtioii, rniiv irporat hol.l ion roa I property to OXti.'llt of isting liability to the saul (company, wlictlitT the said liability relates to contributionti duo or to Ml duo upon Stock jilready issued, or otherwise, but on the contrary all such lia- bilities and contributions shall and may be enforced in the same way, and the Corpora- tion shall have the same remedy to enlbrc(; the payment of calls jdready made, and all other calls and sums now due or called for, as is hereinafter prescribed with respect to future calls and liabilities. y. And be it enacted, Tiiat all jmd every the estate and property, real or personal, belonging to the Association formed under the Articles of Association aforesaid, at the time of the passing of this Act, and all debts and clidms tlien due to or possessed by the said Association, shall be and are hereby transferred to and vested in the Corporation hereby established, which shall in like man- ner be liable to and for all debts due by or claims upon the said Association ; and the Trustees of the said Association, at the time of the passing of this Act, shall be Dirixtors of the said Corpoi'ation, as if elected lujder this Act, until their successors shall be elected as hereinafter provided. ^ VI. And be it enacted, That it shall Ik' lawful for the said Corporation to have and hold such lands and able or real pro- mauo perty as may be necessary for carrying on the yor]wration, provided business of the sai< Kir I i ousnnd ])oiin(ls cur- rency lici'citibei'orc authorised to bo raised, in bucli manner and upon such terms an*! conditions and under such regulations as nhall bo approved and agreed upon ; and the capital LiO to be raised by the ere.'ition of new shares, sliall be in all respects part of the Capital Stock of the .^aid Corporation; and every Shjireholder of such new Stock sliall be a member of the said Corporation, and be entitled to all and every tiie same ])0>vers, privileges and rights as the pei'sons "who are now Shareholders, in proportion to the interest or number of shares which he may accjuire, and to the amount of calls ])aid thereon, and shall also be liable and subject to the same obligations and stand interested in all the profits and losses of the said under- taking in proportion to the sum that he shall subscribe and pay thereto, as full}' and eifectually to ;dl intents and purposes what- soever as if such other or further sum had been originally raised as a part of the said first sum of Two hundred thousand ]^ounds, Ljijx herein contained to the co -ary anytnmg nereu not>vithstanding. JX. And be it enacted. That it shall be lawful for the said Corporation from time to time to 1 joiTow cither in this Province oi* clse- •fi i '» -Vf 9 •<* ,' wlitTc, all siK'li sum or sujiis ut'juuiiev not. ex- i.'titHliii;j; ill all, atuny one tinu5, One liumliv«l tluMisand jkhukIs ('iirrcih'y, as tlioy may find oxpedicMit, and loiiialvL' tlu.' lioiuL^, d(jbL'iiturf'.»< or other bcouritics tliey slinli ^j^'uiit lor tin; siiuis so borrowed payaWo I'ither in (;urnjiicy or in steiTirig witli intenjst, at sneli ]jlace or places within or without thi.s L'roviuee as thry iiijiy deen) advisable, and such l»unds, e in .sU('h Conn as the I >irectors foi* the time bein*; ma}' see lit; and the said directors niay hypotliecate^ mortpi^ire or ]>led;,n' iho lands, revenues and otiier propert}* of the said Cor- jjoration for the due payment of the said sums and the interest thereon: Provided al- I'^'viso. ways, that tlie said Cor[)oration shall not be allowed to borrow any part of such sum of Oiic hundred thousand ])ounds aforesaid, until at least one half of the Capital Stock of the said Corporation of Two hundred thousand pounds currency, shall bo paid up and available for the uses of the Corpora- tion. X. And be it enacted, That the Stock of Property vest . . , x>, . 11111 1 *'fl '" Directors the said Corporation shall be deemed per- lur time txini,'. sonal, moveable estate, notwithstanding the conversion of any portioii of the fimds con- stituting the same into lands; and at all meetings of the Shareholders held in pursu- rrovi«io. 10 aiiCc of tliis Act, Avhetlier the same be general or special, every Shareholder shall be entitled to as many votes as he shall have Shares in the said Stock, and siicn vote or votes may be given in person orl)y proxy; and all questions proposed or submitted for the consideration of the said meetings shall be finally determined by the majority of the votes, except in the case or cases otherwise provided for; And provided also, that no person shall be entitled to vote as proxy at any meeting unless he shall be a Shareliolder in the said Corporation, and produce written authority as such proxy in the form pre- scribed by the Schedule A. XI. And be it enacted, That the sliares in the Stock of the said Corporation shall be assignable by delivery of the certificates, to form of sche- l^^ issucd to the holdcrs of such shares re- spectively, and by assignment in the form of the Schedule B, or in any other convenient form to be prescribed by any By-law of the said Corporation ; and that by such assign- ment the party accepting such transfer shall thenceforth bee me in all respects a member of the said Corporation in respect of such share or shares in the place of the party so transferring the same ; but no such transfer shall be valid or effectual until all calls or instalments due on the shares purporting to be transferred, and all debts or moneys due to the said Corporation thereon, shall havn Shar«^» of Stock to 1)0 assignable by- delivery of rertiflcates in I! ^« II '4^ U 'becu fully paid up and discharged; and a co{)y of such transfer extracted from the proper book of entry, and purporting to be sio'ned by the Clerk, or other officer of the said Companv duly authorized thereto, shall be siitRcient prima facie evidence of every such transfer, in all Courts in this Prvince. XII. And be it enacted, Tliat the Direct- Directora may establish ors of the said Corporation, shall have power offices in Lon- 1 I • , . 1 T 1 1 ) 1 (Ion, Liverpool, and authority to establish and liave a place uudinNo — Ma- jority of Di- rectors to bo prosont at piu-sitiff of By. ta^\s for riiis- ir)'' inont-'V, Ac. them niav seem HiOct i'or t\uj IkHvv .'hkI inore sMtistJictorilv Toiuia^inir ^nd ('.oiidiiVt- iiiL!: tlio nflaii's ;uk1 business of (lie snid Corpoi'uiio!! in all or anv of the Cities aforesaid, and for fiioilitatini' any-laAv, Rule, Resolution or Regulation for raising money or disposing of the real estate of the Corporation, shall bo 1 o finally [)ass(.'en among the Directors by death, resignati(jn or removal out of the Province, such vacancy shall be filled up until the next (ieneral ^Meetini:>- of the Shareholders in such nianner as may be prescribed by any l)y-law of the Cor[)oration ; and the Directors nirpctora may shall liave full powers to dispose ot such part maiui.lgs.ock ol" the Stock of the said Corporation as maj^ tL^"^^"'"^ remain t(; be disposed of. or as may from time to time be added to or fall into the g(;n- eral mass either by forfeiture or otherwise, on such terms and conditions an^l to such parties as they may think most likely to pro- note th^ interests of the said Corporatiort ; and they shall also have full power to m[dve sucli calls for mone}^ from tlic several Sliarehold- crs for the time being as is hereinbefore pro- vided for, and to sue for, recover and get in all such calls, whether already made or hereafter to be made, and to cause and declare the said shares to be forfeited to the said Corporation in case of jionpayment, on such terms and in such way cs they shall sec iit to prescribe by any By-law ; and in any u action to be brought to recover any money due on any call, it shall not be necessary to sot forth the special matter in the declara- tion, but it shall be sufficient to allege that the defendant is a holder of one share or more in the said Stock (stating the number of shares^ and is indebted to the Corporation in the sum to which the calls in arrear shall amount (stating the number and amount of such callsj whereby an action hath accrued to the Corporation by virtue of this Act; and it shall be sufficient to maintain such action, to prove by any one witness, that the Defendant at the time of making such call was a Shareholder in the number of shares alleged, and that the calls sued for were made and notice thereof giv^en, in conformity Avith the Uy-laws of the said Corporation, and it sliall not be necessary to prove the ap- pointment of tlie Directors nor any other Hiatter whatsoever; That the said Directors sh.dl and may use and affix or cause to be us«^d and affixed the common seal of the said Corporation to any documents whicli in their judgment may require the same, and any act or deed bearing such seal, and signed by the Pr<;sident (or by any two Directors) and countersigned by the Secretary, shall be held to be the act or deed of tlic Corporation; May appoint That tlicy may appoint sueh and so many oSrs'X^, agents, officers and servants of the said Cor- poration under them as to the said Directors « i 15 may ceein meet, and may fix the salaries and remuneration of sucli officers, agents and ser- vants: imvy make any payments and enter into any contracts for the execution of the purposes of the said Corporation, and for all other matters necessary for the transaction of its atffiirs; may generally deal with, treat purchase, lease, sell, mortgage, let, release and dispose of and exercise all acts of ownership over the lands, tenements, property, and effects of the said Corporation; may institute and defend in the name of the said Corpora- tion all suits at Law; may from time to time displace tiie officers, agents and servants of the said Corporation, except as hereinafter provided; iiiid that they shall and may have power to do all things whatsoever which may be necessary or requisite to carry out the objects of the Corporation, and to vest the present property and funds of the said Asso- ciation in the Corporation hereby erected : That they shall declare dividends of the pro- Shaii do.-iarc fits of the said Corporation, when and as often '^^''^^'"^"• as the state of the funds thereof may permit ; may appoint, when Special Meetings of the And appoint Shareholders shall be held, and determine on Sl^rSid the mode of giving notice thereof, and of the manner in whicli the Shareholders may call or require such Special Meetings to be called ; And they shall have power to make By-laws M.iymak»By- for the government and control of the officers ^''''*''- and servants of the said Corporation, respec- I ill tivoly, ami blutll jilso \i;\\i: j)OWcr to make; n:;(l frame ull other l»y-laws, Rules tnid Ut;- ;^ulatio]i8 lor the iniiiiii;;eiiiciit oi'tlie business of file sail! ('oi'poratlou in all its pai'ticulars and details, wlictla.r lieriMJilieluic spceinliy eiiunicrated or not, and the same also at any time to {liter, ehan^i'e, modity and ivponl, wliieh said l>ydaws, Kules and licgidations sliall be submitted lor M|)[)roval, rejeetion or alteration by the Stockholders at the next (ge- neral Meeting, or at a Speeial Meeting to be called by the said Directors, and when and as so ratified and eonlirmeil shall be ])ut into writing and duly recorded in tla; minutes of the said CV)r[H)ration, and be binding upon and observed and taken notice of by all mem- bers of the said Cor})orntion ; and any copy of tliesaid I'ydaws, or any of tliem purport- ing to be under the hand of ihe ( 'lerk, Secrc- taiy or other officer of the said Company aiKl having the seal of the Corporation affixed to it, shall be received as />r/?//r//aat' evidence of such By-laws, in all Courts in this Pro- Provisf)— yincc ; Provided always, that the Stockholders Salary of Pit- ., ^ • i n r , • sidentami Di may, at aiiy Oeneral or bpecial Meetmg, appoint such salary or compensation to the President and Directoj's respectively as to them shall seem reasonable and proper, XIV. And be it enacted, That the first General ^Meeting of the Shareholders of the ii'did Corporation shall be held at the office of the said Corporation in the City of Montreal, roc tor a. Firr^T nuM^tincf of Shurphold- ers, when held ». ^ ( f 'i 17 (;it vvlilcli pkvjc tho aidd Coi'})oratioM yhall have its principal place of business) on the third Wednesday in l^'ebmary, one thousand eight hundred and fovty-cight; and at such time and place, and on like day in every year thereafter, tlie said Shareholders shall elect four lit and nualilied persons to be Directors of the said Company in the place and stead of the four who shall retire, as prescribed iji the next following section ; and until sucli first election, and until they shall respectively retire as aforesaid, the Trustees of the Asso- ciatio!! aforesaid, to wit: The Honorable Cortai.ipcr Cfoorge iMonatl, tiie llonorabk* hir Allan du-ccuL. Napier MacNrJj, the Honorable James Fer- rier, Sir George Simpson, the Honorable Peter McGill," W'illiam CoUb Meredith, Thomas Crhigan, David ])avJdson, and the survi\'ors or survivor of them ^lall be and are hereby declared to be and constituted Directors of the snid (^Drporation; and Tlie said Honorable Gcoruc Moiiatt shall until such day be the President of the said Corpo- ration, and thev shall have and exorcise all and every the powers and shall be subject to all and every the clauses, conditions, liability and restrictions im.posed on the Directors to be cliosen under this Act; Provided always, Proviso— ser- that in all actions or suits, or other It^gal pro- cS/' ceedinc^s to be broudit aijrainst the said Cor- poration, it shall be hiAvful and sufRcicnt for the Plaintiff or (Complainant, or any other 18 Kctirciiiciit of l>irc'ct4.)r.s. ]):irfy l(t ''iiUSO [)i'n(*OSS to lie S(M'.soiKi!ly upon the I'rosi- (lent, or oi» jniy <>]](.' of tlu' IMrt'ctnrs, or on tlic Sccreliii'v ol' tho siiid < 'ori)oi'atiun, at aiiv other place; and ])ro\i(leil tliiit tit the iirst THOCtiiig of the Director.- to Ik; liolden after llie ])as?ir)g of this Act, ihe said Directors sLall elioose and elect (Voni aniontr thcin- solves, some one to l)e President and also some one to be \ ice- Preside! it of the said Corjio ration. XV. And be it enacted, 'flKit at tlie iii'st General Meeting- of the ShiU'cholders, turd at the Amnial (Jeneral Mtv'tin;j; in each year tliereafter, i'our of the said Directors sludl retire in I'otation. (the <^rder of retirement of the said eialit hereiidjefore named to be decided b'/ lot on or before tlie said tliird Wednesday in Pebruary, one tlionsand cii^ht i)irod,.is may juindrcd and forty-eight) ; Pi'ovided always, tliat all. .Directors retu'ing .at any tune sliall bo eligible for re-election; and tlie Directors, immediately after tlie election at each An- nual ]\fcctin<-' c;ilie«.l ns tlu; nircetur.s, in conior mity with the IVy-laws oi" (lie said Corpuni- tion, may sec lit to ap[)oitit, and until such clet'tion oi: new Directors tliose who may be in offic^e for the time beiii;/ shall bo and eon- tinue in olHce, and exercise nil th(^ ri;^"lit?< a!id powers thereof until such new election be made, as hereinbefore [)r<.)Yid(Hl. XVI t. And be it further enacted, That it lyi^'Mvu! on shall not be lawful for the .said (, orporation ,.;,„i np. to conuncnre or ])rocced with their opern- tions under this Act, unless they shall have first paid up tlio sum (jf ten per cent, on the mnount of their Capiial Stock of two hun- dred thousand pounds. XVlli. And be it enacted, That the word tut,.i|..vi:.ii " Lands" in this Act slr.dl inclu(l(: all lands, tenements, and hereditaments, and real ov immoveable property Avhatsoev(U'; and all words im|)orting the singular number or the masculine f!:(!nder only sliall extend to moiv than one person, party or tiling, and t.j females as well as males, and the A^oi'd " Shareholder" sliall iiadude the heirs, exe- cutors, administrators, curators, legatees or assiixns of sucIj Shareholdc]', or any other ■he le'^al i>oss<.^ssion of a,n n|> el. Ill' party av )t 1«)