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Geor(;k the Fourti:, by the Grace of God, of the Uiiitcil Kingdom of Great Britain and Ireland, King, Defender of tlie Faith, and so forth, To all to whom these presents shall come greeting : Whereas, in and b)*^ a certain Act of Parliament made and passed in the sixth year of our reign, entitled, " An Act to enable His Majesty to grant to a Company, to be incor- porated by Charter, to be called * The Canada " ' Company,' certain Lands in the Province of " Upper Canada, and to invest the said Com- *' pany with certain Powers and Privileges, and " for other Purposes relating thereto:" After reciting, amongst other things, that divers per- (( it i V ^ sons had united together to establish ii company for purcliasing-, iniprcing", settling, and dispo- of Upp : and, province purposes purposes er 111 aforesaid, sing of certain lands in the Canada, and for other lawful order to carry into effect the had subscribed a capital of one million pounds sterling, upon which the sum of ten pounds per centum had been paid by the several subscribers, and had humbly besought us to grant to them a charter of incorporation : It was enacted, That in case we should, within three years after the passing of that act, be pleased, by charter of incorporation under the great seal of Great Britain and Ireland, to declare and grant that such and so many persons as should be named therein, and all and every such other person or persons as from time to time should be duly admitted members into their corporation, should be a body politic and corporate by the name of " The Canada Company,'' and to declare that the said corporation so to be made and created should be established for the purpose therein- before mentioned, and for such other lawful pur- poses as to us might seem meet ; then, and in that case, it should and might be lawful for the said corporation to hold to them and their suc- cessors such lands, tenements, and hereditaments, r, within till* provinces of UpjxT Canada and Lower Canada as shonld or might be g-ranted by us to tliem and their successors within the said provinces, or as (subject to the restrictions here- inafter mentioned) should be contracted for and purchased or acquired by tJKMn tlierein, and to hold, alienate, sell, and dispose of all such lands, tenements, a)id hereditaments upon, under, and subject to such conditions, provisos, limitations, and restrictions as we by such our charter might impose, direct, or prescribe : and further ])rovi- sions were in and by the said act of parliament made for raising the capital of the said Com- })any and transferring the shares, and for other matters therein mentioned. Now know ye, tliat upon the prayer of the said several persons hereinafter named, and others, as also of our especial grace, certain knowledge, and mere motion, we have given, g'ranted, made, ordained, constituted, declared, and appointed, and by these presents, for us, our heirs, and successors, do give, grant, make, ordain, con- stitute, declare, and appoint, that Charles Bo- sanquet, Esq., William Williams, Esq., Robert Biddulph, Esq., Richard Blanshard, Esq., Robert Downie, Esq., John Easthope, Esq., Edward Ellice, Esq., James William Freshfield, Esq., () John Fullarton, Esq., John (ialt, Esq., CImrlcs David Gorilon, Esq., VV^illiuin Ilil)l)LMt, (tlie younger,) Esq., John Hodgson, Esq., John llul- Ic'tt, Esq., Hart LofJ-an, Es(|., Simon M'Gillivray, Es(j., James Mackillop, Esq., John Masterman, Esq., Martin Tucker Smith, Esq., and Henry Usborne, Esq., toj^ether with such and so many other person or persons, bodies politic or corpo- rate, as have become, or shall at any time here- after become, subscribers or shareholders of or for the capital stock hereinafter mentioned in manner hereinafter provided, and their respective successors, executors, administrators, and assif^ns, and such other person or persons, bodies politic or corporate as shall from time to time be pos- sessed of or entitled to such shares as are herein- after provided, shall be one body politic and cor- porate in deed and in name, by the name of " The Canada Company," and by that name shall and may sue and be sued, implead and be im- pleaded, in all courts, whether of law or equity, and shall have perpetual succession with a com- mon seal, which may by them be changed or varied at their pleasure. And we do declare, that the said corporation shall be and is established for the purpose of purchasing, holding, improving, clearing, set- lies tlw. ail, tlin^-, iiiid disposiiifr of waste luitl other laiuls in our province of Upper Caniida, and for making advances of capital to settlers on such lands, for the opening-, makinf^, improving", and maintain- ing roads and other internal communications for the benefit thereof, and for promoting the culti- vation of such articles as can advantageously be exported from the said province, and for the other purposes hereinafter mentioned, with all such powers, privileges, and authorities as are in and by the said act of parliament contained and ex- pressed. And we do further declare and ordain, that the present capital or joint-stock of the said Company, to be used and applied in establish- ing and carrying on the said undertaking and for the purposes aforesaid, shall be a sum of not ex- ceeding one million pounds sterling, to be raised in shares of one hundred pounds each, and tliat the shares in the said undertaking and in the profits and advantages thereof, shall be and be deemed personal estate, and as such personal estate shall be transmissible accordingly. And we do further declare and ordain, that all and every person and persons, bodies politic or corporate, by or from whom any subscription shall be made or accepted, or any payment made pursuunt to t!u* provisions liorcin contuiiu'd tor that purposf, lor or towards tho ruisinp^ of the suiil cupitul sum of one million pounds us ul'oro- suid, his, her, or their successors, executors, ud- ministrutors, and assigns, respectively (no such subscription being less than one hundred pounds) shall have and be entitled to a share of and in the said capital or joint-stock of the said Com- pany, in proportion to the monies which he, she, or they shall have so contributed towards making up the same, and shall have and be entitled to a proportionable share of the prolits and advan- tages attending the capital stock of the said Company, and shall be admitted to be a proprie- tor or proprietors of and in the same. And we do further declare and ordain, that the said Company, or the Directors to be ap- pointed by virtue of this our charter, shall cause the names and designations of the several persons and bodies politic and corporate who have sub- scribed for or may at any time hereafter be enti- tled to a share or shares in the said Company, with the number of such share or shares, and also the proper number by which every share shall be distinguished, to be fairly and distinctly entered in a book or books to be kept by their clerk or secretary. i) And wv do t'urtlier Mcril)cd lor and towardM tlie said capital, or wIjo shall at any tiin«' hercat'ter have or hold any share or shares in the same, shall, and they arc hereby recpiircd to pay the snin or sums of money by them respectively s\d)seribed, or such parts or portions thereof as shall from time to time be called for, pursuant to or by virtue of the powers and directions of this our charter, at such times and places to such person or persons and in such manner as shall be ordered and directed by any Court of Directors, for the time being-, of the said Company. And in case any person or persons, bodies politic or corporate, shall neglect or refuse to pay any such sums of money at such times and in such manner as shall be ordered and directed by the Court of Direc- tors as aforesaid, it shall be lawful for the suid Company to sue for and recover the same, together with lawful interest from such appointed time of payment, from such person or persons, bodies politic or corporate, or in cases where two or more persons, bodies politic or corporate, shall have jointly subscribed for or be jointly possessed of any one or more share or shares in the said JO Conipiiny, then from all, any, or either of such persons, bodies politic or corporate. And we do further declare and ordain, that whenever two or more persons, bodies politic or corporate, shall be jointly possessed of or entitled to any share or shares in the said Company, the person whose name shall stand first in the books of the said Company as proprietor of such share or shares, shall, for all the purposes of the said Company and this our charter, be deemed and taken to be tlie owner or proprietor of such share or shares ; and all notices required to be given to the owner or proprietor of any share or shares in the said Company, shall and may be given to or served upon such person or body whose name shall so stand first in the books of the said Company, and such service upon such person or body shall be deemed and taken to be a service upon all the owners or proprietors of such share or shares for all the purposes for which such service is intended to be made upon the owners or proprietors of :^uch share or shares, and all such owners or proprietors shall be entitled to give their vote or votes in respect thereof by the person or body whose name shall stand first in the books of the Company as such proprietor of such II CM sliare or shares, andhisvotG shall on all occasions be deemed and allowed to be the vote for or in respect of the whole property in such share or shares, without proof of the concurrence of the other proprietor or proprietors of such share or shares. And we do further order, declare, and ordain, that it shall be lawful for the several proprietors of the said Company, their executors, successoi's, and assijrns, to sell and transfer any share or shares of Avhich they shall respectively be pos- sessed, and every such transfer shall or may be in the form and to the effect following, that is to say, [I or we] of in consideration of paid to [me or us] by of do hereby bargain, sell, assign, and transfer unto the said the sum of Capital stock of and in the undertaking called the Canada Company, being [share or shares] [number or numbers] in the said undertaking, to hold to the said executors, administrators, or assigns, subject to the same rules, orders, and reirulations, and on the same conditions that [I or we] held the same immediately before the execution hereof : and [I or we] the said do hereby agree to accept and take the said 12 [shiire or shares] subject to the same rules, orders, regulations, and conditions. As witness our hands and seals this day of in the year of our Lord Or such transfers shall be in some otluM* conve- nient form, to be devised by the said Company. And every such transfer shall be under the hand or hands of the member or members transferrino- such share or shares, or of some person or persons lawfully authorized by him, her, or them for that purpose, under which transfer the person or per- sons, bodies politic or corporate, to whom such transfer shall be expressed to be made, or some other person by him, her, or them la^^■fully authorized, shall sign his, her, or their name or names, signifying the acceptance of such transfer, which said transfer shall be made and entered in a book to be kept by the said Com- pany for that purpose, for which a fee shall be paid to and for the use of the Company, not ex- ceeding ten shillings for each share transferred, to be from time to time fixed l\y the said Court of Directors, in addition to the stamp-duty, pay- able in respect of such transfer ; and that such transfer, so to be executed as aforesaid, shall eftect the transfer of such share or shares, and shall convey the whole estate and interest therein ■^ our 3nve- niny. um] rino- sons thnt ivv- uvh 'ino cl. 1(1 r in a itt'ects, iidiiiimstrator or udniiiiistrators ol his e whoso receipt or receipts to the said Company for th(» fifiins and profits tliereoi", and to any pur- uiser or pu rcn for th( )f the chase-mon ey r laid amount ( upon the sale and conveyance lares, shall be good and effec- )nid the cestuiqne trusts and all of such share or tual, and shall I other peisons claiming- in trust or otherwise under such testator. And we do further declare and ordain, that the Directors hereinafter mentioned, or the Direc- tors for the time being, or such of them as shall be present at and constitute a Court of Directors, or the major part of them, shall have full power to make such call or calls for money from the seve- ral subscribers and proprietors for the time being of the said Company, their respective executors, administrators, successors, and assigns, not ex- ceeding in the whole the sum of one hundred pounds on each of the shares of and in the capi- tal stock of the said Company held by him, her, or them respectively, as the said Court of Direc- tors shall from time to time find wanting and necessary for the purposes of the said Company, so that no one such call do exceed the sum of ten pounds sterling for or in respect of any one share of one hundred pounds, and so that no call li M is 1 or calls be made but at the distance of three months at least from another, and the sum or the several sums of money so to be called for shall be paid to the bankers of the said Company for the time being, or to such other person or per- sons and at such time and place as shall be ap- pointed by the said Court of Directors, of which time and place twenty days previous notice at least shall be g'iven in the London Gazette, and in such two or more of the daily London news- papers as the said Court of Directors shall direct. And we do further declare and ordain, that if any subscriber or any proprietor or proprietors of any share or shares in the said Company, his, her, or their executors, administrators, succes- sors, or assigns, shall nej^lect or refuse to pay his, her, or their part or portion of tlie money to be calleil for by the Court of Directors as afore- said, durin^' the space of six calendar months next after the time appointed for payment thereof, tog-etluM- with lawful interest from the appointed time of payment, then and in every such case such person or persons, bodies politic or coipo- rate, so neglecting" or refusing, shall absolutely forfeit all his, her, or their share or shares in the said Company, and all profits and advantages thereof, and all money theretofore advanced by or the • sJiaJJ "y for '!■ per- >v. up- viiicij ^•e at and levvs- lect. lat if 'tors his, CiiS- f>ay ^to ra- ils ^il -'d ID him, her, or llu'in on account tlierc^ot' to and tor the use and benefit of the saitl Company; and all shares which shall or may be so forfeited shall or may at any time or times thereafter be sold at a public sale for the most money that can be g"otten for the same, and the produce thereof shall go to and make part of the capital stock of the said Company : and such share or sliares forfeited and sold shall be assigned and transfer- red to the purchaser by an instrument under the common seal of the said Company, in the man- ner required upon other transfers of any share or shares, but no advantage shall be taken of such forfeiture of any share or shares until the same shall be declared to be forfeited at some general or special meeting of the said proprie- tors, which shall be held not earlier than six calendar months next after the said forfeiture shall happen, and that every such forfeiture so to be declared shall be an absolute indemnifica- tion arid discharge to and for the proprietor or proprietors, or his, her, or their executors, ad- ministrators, successors, and assigns, so forfeit- ing against all actions, suits, and })rosecutions, from all liability in respect thereof, and for any breach of contract or other agreement between such proprietor or proprietors, his, her, or their R 2 2(» t'Xt't'utors, acliiHiiistriitors, successors, and assijjus, ami tlie said Company in respect of such sluire or shares with reji'ard to lh(> liiture carryin«>- on and niaiiiiyenient of the saiil ('(iin})any. And for th(! better ordering', inanaj^in^', and pfoverning' tlie affairs of the said Coni))any, and for niakinii; and estal)lisliinL>' a continual succes- f persons to he Directors and Auditors sKin oi pc o f the said Corporation : we do by these pre sents, for ns, and our heirs, and successors, .'ssors. arant ui ito tl le sai dC on dth ipany ana tneir succ and we do hereby ordain and ap])oint, tliat there shall be from time to time constituted, in of th manner hereniatter mentioned, out ot tlie mem- bers of the said Company, a Governor and a Deputy-Cfovcrnor, who shall also be Directors, find sixteen other Directors as hereinafter men- tion(>d, and four Auditors of the said Company, and a Secretary, which (lovernor, Deputy- Governor, and other Directors, or any Hve of them, shall constitute and be called a Court of Directors for the ordering-, managing, and directing in the manner and under the provisions hereinafter contained the aifairs of the said Com- pany ; and that the said Charles Bosanquet shall be the first Governor, and the said William Williams shall be the first Deputy-Governor, the f ^""^i'^m. I s MIL*- are on and a/i(/ Utovs pre- ssors, •SOI'.s, in <•/»- '/ a )r.s, m- LV, V- )/• /' jiuid Kohcrt Bi(l(liil|)li, liicluirtl IManslianl, Kolu'it Downio, John Iv.istliopc, llduiird Ellice, John lMdlarf(»M, (/!iiirl('> David (iordon, William llihlx'it, iiinior, .lolm llud<>s(in, .lolin llullctl, Hart L()j»an, Simon iM'( lillivray, .lanuvs Maclvillop, .lolni iVIastonnuii, Martm Tucker Smith, and llcniy llshornc shall he the hrst Directors, in ad- dition to the said Charles Bosanquct and William Williams, and that I'honias Sf.irlin;;' Benson, J'^si[., Thomas Poynthr, junior, Es([., Thomas Wilson, Bs([., and John WooUey, Esc^. shall be the first Auditors; and that the said Governor, Deputy- (jovernor, and other Directors, and Auditors, shall continue in their rcsjx'ctive olhees until the first Weduesday after the twenty-Hfth day of March, which will be in the year of our Lord one thousand eii^ht hnndred and twenty-nine, and until others shall be duly elected in their respective offices, mdess they or any of them sliall sooner die, re- sign, or become disqualified as hereinafter men- tioned, which election shall be had and made; in maimer hereinafter in that behalf provided ; and the persons then so elected to such ofUc(>s shall be in the places of the first Governor, Deputy- Governor, other Directors, and Auditors. And we do by these presents further ordain, constitute, and ap|)oint. that it shall be com' 22 1 prtont, to ihu said Company to mana|re and con- duct tlic atliiirs of tlic .vaid Company in the pro- vince of Upper Canada by a lioard of Coniniis- sioncrs, to consist of two or more persons resi- dent in Upper Canada, witli sucli powers and authorities to contract for and bind the Company to such extent and subject to such restrictions as the Court of Directors of the said Company sluxU from time to time determine, and sucli Com- missioners sliall in all thinj^s conform themselves to such directions, regulations, and instructions as shall from time to time be commimicated to them by the Court of Directors of the said Com- pany, provided always that such restrictions as shall be imposed by the said Court of Directors upon the powers and authorities of the said Com- missioners to contract for and bmd the said Com- pany, shall be from time to time publicly made known in the said province, by transmitting a copy of such restrictions to the clerk of the peace of tlie said province, which the said Com- missioners are hereby required to do and to cer- tify the same under their hands, which copy th' clerk of the peace shall permit dl persons to in- spect at all reascmable times. And the said Com- missioners shall from time to time communicate to the said Court of Directors in London, full 1 •2l\ and piirticiiliii' iiitonnutioii oi all tninsuctioiis, IX tl III coiictrmn 10 U(!ts, deeds, imitlcrs, and tin utlkirs of tlie said Cornpanv or iii .tnywinc af- feetiiin- the same. And v\c d(t turtlior l)V tiuse pres' nts ordam. will, uiid appoint, tliiit it sliall and may be law- 111' * ! il and every the meinhers or shareholdern I i tlie .said Company from time to time to u.ssem- i)L lid meet toi^-etlutr at any convi-nient place or pliieos for the choice of their CJovernor, Deputy- (jluveinor, other J)irectors, and Auditors, and for making- of by-laws, rules, orders, and regu- lations for the yovernnient of the said Company, d for oth ifti lusmess concernmt^ the th and lor other attaLrs or same, twenty-one days previous notice thereof beinji' ^'\\'CA\ by advertisement in the London Gazett(! and in two or more of the daily London newspa|)ers, and a notice in writing- also affixed upon the lloyal Exchant^e of London, at least fourteen days previous to the time appointed for such meetino-, and all the members of the said Com])any, or so many of them as shall be so assembled, >,hall be and be called a General Court of s!ich Company, which Court shall as- semble and meet at such times and in such man- ner as hereinafter mentioned ; and that such meetings l)ein<>' so duly assembled sliall, with the 24 iM assent of tlie majority ol' proprietors so assembled, have power to adjourn from time to time as shall be convenient, and tliat on some day or days between the tenth day of January and the first Wednesday after tlie twenty-fifth day of March inclusive, which shall be in the year of our Lord one thousand eight hundred and twenty- nine, and in eveiy succeeding' year there shall be yearly and successively chosen all succeeding Directors and Auditors of the said Company as hereinafter provided, out of the members of the said Company, by the majority of the votes of all and every such members of the said Company, in General Court assembled, as shall be pcn-son- ally present, and of all bodies politic and corporate who may vote by deputation under their common seal at such meeting, who shall be entitled to vote in respect of their shares in the said capital stock of the said Company, in the proportions following, that is to say, that every holder of five and less than ten shares in the said capital stock shall be entitled to one vote, every holder of ten and less than twenty shares to two votes, every holder of twenty and less than twenty-five shares to three votes, and every holder of twenty-five shares or up- wards to four votes and no more, which succced- I' 4 11 ■..•7; :>.■) hied, Hall hiya \ first |our Hii>- ing' Directors and Auditors shall severally and respectively continue in their otHces to vvliicli they shall he so elected for the period and in niaiuier hereinafter provided, and until others shall he ihily chosen in tlii'ir places respectively : and the i lection of such Directors and Auditors, ut the annual or other elections, shall take place by ballot or in such other mode as shall be deter- mined by any by-law of tlie Company to be made as herein provided, it Ijeing' hereby ordain- ed and declared, that one-third of the said D and )f the said Audi diall rectors out ol" olhce in rotation every year, to commence with the said (ilection in the year one thousand eight hundred and twenty-nine, and another ("lection of six Directors and on(; Auditor shall ihereupon take place , but nevertheless the Direc- tors and Auditors so g'oing' out of office in rota- tion for the time being are and shall at all times hereafter be capable of being re-(;lected to their said othees, or elected to any other ofiices in the said Company if otherwise properly qualified ; and in i-egard that tlie said rotations cannot take place during the three years, including and com- mencing with the said year one thousand eight hundred and twenty-nine, the Directors and the Auditors hereby api)ointed respectively, who are 2() to go out of office as aforesaid on the first Wed- nesday after the twenty-fifth day of March of the same three years, shall be ascertained and known hy drawing lots for that purpose at any of the meetings of the said Directors and Auditors respectively, in such fair and jiroper manner as the said Directors sliall in their discretion agree to and approve of, so always that the names of the Directors to go out by rotation shall be de- clared, and notice thereof affixed in some con- spicuous place in the office of the Company at least fourteen days before the day of the aimual election for the choice of Directors, but the Governor or Deputy-Governor shall not be in- cluded in the ballot or list for drawing lots with- in the years one thousand eight hundred and twenty-nine or one thousand eight huiulred and thirty, but shall vacate their offices with the Directors, upon whom the lot shall fall to go out of ofhce. in the year one thousand eight hundred and thirty-one, and shall with those Directors be re-eligible if otherwise properly qualified, and the Governor, De})uty-Governor, and other Direc- tors, or Auditors, so from time to time elected and ( hoseu, shall be elect(;d and chosen for the term of three years, unless such Governor, Deputy-Ciovernor. or other Director, or Auditor. i'f i\ 27 We(/- ishall be elected in the room of some other Gover- nor, Depnty-Governor, or other Director, or Auditor dyinj^;, resigning-, or becoming discjua- iificd, in which case he or they shall be elected for such period or time as the Governor, Deputy- Governor, or otlier Director, or Auditor, in whose room ur stead lie or they were elected, had to serve; provided, nevertheless, that in all cases of a vacancy of Governor or Deputy-Governor at the annual or any other election it shall be competent for the proprietors, duly qualified, to elect any of the continuing Directors, or any of the Directors to be chosen at such election to be Governor or Deputy-Governor, such proprietors declaring and s})ecifying by their vote or ballot the name or names of the person whether a con- tinuing Director or Directors elected or re-elected at such election, for whom such proprietors vote to be Governor and Deputy-Governor, and if any continuing Director or Directors shall be chosen Governor or Deputy-Governor, he or they shall be (Governor or Deputy- Governor for the period he or they shall have to serve as Director at the time of election as Governor or Deputy-Gover- nor ; and if any new Director or Directors shall be chosen Governor or Deputy-Governor, he or they shall be Governor or Deputy-Governor for 2.S ■4 loseii sons the period for wliicli lie or they sliull be cl at such election ; provided also, that tlie pe who shall have served the s:ud otHcc of Director or Auditor shall, if otherwise properly (jualified, be eligible to he re-cho en to the said office. And we do further hy these pi'esents, for us, our heirs, and successors, g-rant unto the said Company and their successors, and Avill and ordain, that no person shall at any time be capable of being- chosen Governor, Deputy-Governor, or other Diri'ctor, or Auditor of the said Company, unless he shall at the time of such election be a natural- born or naturalized subject of the United King- dom, and shall also huve in his own name and in his own right twenty-five shares or more of the capital stock of the said Com[)any ; and that no Director or Auditor shall continue in his or their respective offices longer than the continuance of such their respective interest in such nund)er of shares in their own names and rights and to their own uses r(\s]i(M'tively ; and in case any (Gover- nor, Deputy-Governor, other Director, or Audi- tor shall be in any manner divested of or ])art with such of his shares as to reduce the sanu- to any lesser nundier than aforesaid ; then the Court of Directors for the time being at then* next meeting, when such fact shall be made lo appear Luy ]'U]g \hci- fa/- to thoni, shall proceed to declare tlie said respec- tive offices or places of siirh Governor, Deputy- (Jovernor, oilier Directors, or Auditors, so di- vested of or parting' with their said shares as aforesaid, to he vacant, an d tl ic said vacancy or vac an cie;. so declared shall b(; filled up in the aine maimer as in the case of other vac at the (ieneral Court of tl le sai( 1 C ancies ompany which sliall be duly held next aft(>r such decla- ration, and that in every case wlnire any Gover- nor, Deputy-Ciovernor, other Director, or Audi- tor shall happen to die or resi«>-n 1 lis office before the e annual election of such officers, the major part of the members of tlie said Company, ijualified as aforesaid to b(^ assembled in a Gene- ral Court, shall ;md may elect and choose any other meml)er or nunnbers of the said Company qualitied as aforesaid, into the office of such Governor, Deputy-Governor, other Director, or Auditor, that shall so die or resign, which per- son or persons so to be elected shall continue in his or their said office for such and the like period as the Governor, Deputy-Governor, Direc- tor, or Auditor had to serve, in whose place or stead he shall be so elected. And we do further ordain and direct, that the want of or failure to elect all or any of the 1 30 Directors to compose a competent Court of Direc- tors, sluiU not in any manner tend to work the dissolution of the said corporation, but that the general body of members shall and may be law- fully assembled and convened at some day to be Hxed by the remainino; Directors, or the major part of them, for the election of the requisite number of Directors in manner hereinafter pro- vided, which Directors so elected shall have and continue all powers, privileges, and autho- rities hereinbefore provided, for the continuance and government of the said Corporation. And we do further, by these presents, ordain, constitute, and appoint, that it shall and may be lawful to and for the said Company, at any Gene- ral Court, to grant such salaries and allowances to be paid to the said Governor, Deputy-Gover- nor, and other Directors, and Auditors, and Se- cretary of the said Company, as may be deemed expedient, provided that circular notices, con- vening such General Court, shall issue at least one month before such meeting, and which notice shall contain a distinct statement that a motion will be made at such court for the arant of such salaries and allowances. And we do further will, direct, and appoint, that for the better insuring" the good government \)C coi a 'Woe- ^ the ^t the fo he pi'o- fa.ve [/lo- lice liii, be e- 31 and prosperity of the said Company, tliere slr.ill be holden two (General Courts of the said Com- pany at the least in each year, sometime in the course of the months of June and December, on a day to be appointed by the Court of Directors, and with such notices as are hereinbefore pro- vided, at which the half-yearly dividends shall be declared ; and that if there shall at any time hereafter be a failure of holdini,^ a General Court in either of the said montlis as aforesaid, then and in every such case any three or more of the said Directors shall and may (giving such notices as are herembefore directed) summon and call a General Court, which shall be holden in the month next ensuing the month in which such General iVleeting should have been holden as aforesaid, or as soon after as the period of the notice hereby dn-ected will allow. And we do further, will, direct and appoint, that, fourteen days before the General Court to be held in the month of December in every year, the accounts of the said Company shall be sub- mitted to and audited by the auditors for the time being, or any two of them, and a statement of the income and outgoings of the said Company, being the result of such accounts, shall be signed by the said auditors, or any two of them, and 1 :4 .V2 laid Ih'Ioiv tlio tlun next iiicetiii*;' ot" the said Co\irt of Diroctors. And IuiIIkm" wo do. by these presents, direet and apjioint, tliat uj)on tlio rec|nisition in writin<^ of any twenty or niort' of the members of tlie said Company, eaeli liaving not h^ss than ten sliarcs in the said eapital stoek, the Conrt of Directors shall, within twenty-one days after such requisi- tion, (and of wiiicli such notices shall be j^iven as are hereinbefore directed,) summon and call a Special General Court, either for o'cneral or spe- cial purposes, to be held of the members of the said Company cpialified to vote as electors as aforesaid ; and, in default of the Court of Di- rectors to sunnnon and call such Court, it shall and may be lawful for the said twenty or more members, havino- such shares as aforesaid, upon fourteen days previous notice^ by advertisement, under their hand in the Loudon Gazette, and in two or more of the daily London newspapers, and by writing" affixed on the Royal Exchanfre in London, to summon and hold a Special Gene- ral Court, and there to consider and debate \ipon any l)usiness relating to the government or affairs of the said Company , and, in case such Special General Coiu't shall have been convened for any special purpose, then to proceed in such special li'.i Vainer arcs f^or.s 1- II mniicr hikI to come to any (IctcrmiMiitioii, or to (lispatcli ai)y l)usii)iss holoiioin}^ to sucli spetial purposes, or otiicrvvisr to coiiio to any resolution or resolutions tor the t'urtlier examination into the matters relating to the aflairs and government of the said Company; and that it shall and may \m lawful, in pursuance of any resolution hy tin; major part of the members composing such Spe- cial General Court, to adjourn the same to a day then to be fijjed u}Jon, and so from time to time, and that such Special General or adjourned Ge- neral Court, composed of members qualified as aforesaid, shall be liolden finally to determine, by the majority of their voices, upon all resolutions relating to the afl't^irs and government of the saicl Company. Provided always, that in every such case the requisition and summons for a General Court shall express the pin-pose thereof. And we do hereby further, for us, our heirs, and successors, give full power to all and every the members of the said Company, qualified to vote as aforesaid, in a General Comt duly assem- bled, by the majority of the votes of those there present, to make and constitute such by-laws, rules, orders, and regulations, for and relating to the affairs and government of the said Company, so that such by-laws, rules, orders, and regula- c ;m ''i i |i : I tions, ])(• not rcpuirmuit to the luws and statutes of this reuhn, nor if))iinn;nit to any of the enaet- nients herein eontained. l^rovichnl always, that .sneli l)y-laA\s, n\\vs, orders, and reij^idations, be didy reeonh'd in the puhlie hook of the said Com- pany, so lliat the same may he at all seasonable times aeeessible to the membiM's and otHeers of the said Company. And we do further eonstitute, direct, and ap- point, that the Governor, or in Ids absence the De])uty-Govcrnor, shall preside and act as chair- man of the said Court of Directors and General Meetings of the said Company ; and if it shall so happen that at any meeting of the said Directors, or at any General Meeting of the said C )rnpany, neither the Governor nor Deputy-Governor shall attend, it sliall be lawful for the major part of the Directors then present to appoint a chairman for that occasion, and in case no Director shall be present at a General Meeting of the said Com- pany, or in case the Director or Directors pre- sent shall not appoint a chairman for snch occa- sion, it shall be lawful for the members of the said Company then present, or the major part of them, to appoint a person to preside at such meeting, and the Governor, Deputy-Governor, or other person, presiding at any such meeting, shall el <'iiact- ' thiit J"S, l)Q I''^' of 10 35 ill ('Usc of iiny t(|iiiility ol' votes Ir.ivc Ji socoiid or ciisliiin;- vote. And we do li(iel)y, for us, our heirs, and suc- cessors, ordiiiii, deeliire, limit, direct, and ai)})oint, that all sums of money j)aid and received in re- spect of the shares of the said Company, together with all accpiisitions or investments whatsoever, whether real or personal, or wheresoever lying, heing and situated in the United Kingdom or elscwlieie, whether vested in the said Com])any in their own name or in the names of Trustees, or in what manner soever the same shall he vested, shall form and constitute the joint or capital stock of the said Company and their successors for ever, and shall be liable and answerable for tlie debts, liabilities, and engage- ments of the said Comj)any. And we do further, by these presents, for us, oiu" heirs, and successors, grant unto the said Company, and we do will and direct that in case the sum already subscribed shall be found in- sufficient, in the opinion of the Court of Directors of the said Company, to carry into full effect the beneficial purposes aforesaid, then and in such case it shall be lawful for the members of the said Company for the time being, in pursuance of any resolution adopted at one and confirmed at ("2 Ill : I M» fi Rnl)srini('nt rtcnrni? or (tcnrnil S|M»<'ial f'oMi-f, lo niisi' and iontril)ntc anirm^st llx'Misclvr.s m» s»H'h sljari's ;i»i(l jmqioittons as they s)\n\\ fliink j)n/p(T, or )»y tho .'ufnhissliHi tA new snbst rrluTS, any lurthor or ot?ior Airm of nroncy not rxrccdrnj;' thv Mimoforn.* nirllion pounds sfcTliiiii, Jvnt? vvvry subscrilKT tawanls raisin*,'' suvU further suif» of' money shnU he n [iropncfor of and in the rapilwi oftho sukI ( 'ornp.iiiryr autl sUall have a hkv. vofo rcsncct of hi>s or hor sliaros in ihe .said addi- in ttonat sinu so to he- raiscti, nmi f)t? liable to such forfeitures, and sfftnd interested irn aU the rij^hfs. fits, and a»lvanfaart of the capital of the said Company, any thing lu'reinbefore contained to the contrary in any wi.>e notwithstandinir-. And' we do hereby further, for us, otn* heirs, and succes«oi>>, j,^rant unto the said Company ami their successors, and we do will, direct, and ap- point, that it shall and may be htwful for the said Company, (or the purposes aforesaid, not, only to purchase, take, bold, sell, let, and dispose v( all such binds in She provinces of Up[)<^c 1 1; f^ k ! 37 f'cr.s. Cry f' ot' k/, in Csiiuidii und Lower Csiiuidii us uforostiul, and more t'specially luiy such lands as sliiill he y;raiited iiy us in virtuo ol our Royal Prerop^ative, or by the, uutliority of Purliani('iit> l)ut ulso to <;ontrnct for, hari^niin, iiurclmsc, jYud cxjMirt all such nior- liand I SI'S, niattiT; nm I tl iinjj;s as may lie iu*<'C8 sary or (onvcniont for tlo' cultivation, clcarinijf, or iinprovcincut of the lands which ma}- ho pur- chascMJ hy the s;iid i'lnnpany as uforesaid, or as hcrcinuftcr inrnt»<*ncd ; and shall also he t.'jnpow- VVVi an< 1 tl ic arc hcnl ith )y autiiorisi d, to import •and receive, and to sell urn) dispose, of all i^mxls ;u id nurt handi 'hicli I \ ise wliicii may be eonsij;>;nc(l or re- mitted to them from .such their lands in payment or satisfaction of any rent or jnwchaso-money arising- from tlic occiiputiou or sale of any such lands, and to receive and negociute in Enj^^land bills of exchange, promissory notes, or other ne- gociuble securities for money which may be re- mitted to them on account of any such rent or piu'chase-money ; and also to purchase, take, hold, sell, and dispose of all lands, tenements, and licrLMjilanient.s situate in Great Britain and Ir<'land, or in the said provinces of Uppt^r Canada and Lower Canada, or elsewhere in our dominions, which it may be necessary or conve- nient for the said Company to acquire in order to I I! 1 :iH iii ■•I the carry ino- the purposes of tliis charter into more complete etVeet. Provided that sucli lands, tenements, and hereditaments as may be pur- chased in Great Britain and Ireland be not alto- gether of more than the value of five hundred pounds per annum at the time of such purchase; and also provided that any such purclias(!S in the said provinces of Upper Canada and Lower Canada be of such annual value only as we by any order or orders to be by us issued with the advice of our Privy Council may from time to time authorise and direct, and be made in con- formity with the local laws and statutes in force in those parts of our dominions in which the lanci so to be purchased may be situate, and the said Company may do all other acts and things in re- lation to the premises in all respects as beneficially as any other body politic or corporate or any subject of this realm is by law entitled to do. And we farther will, declare, and ap])oint, that it shall and may be lawful to and for the said Company to advance and lend money to the local governments in the said provinces of Upper Canada and Lower Canada for any purposes whatsoever, or to any trustees, commissioners, or other persons having the care of making or ex- t-cuting any public works in the said provinces 39 or either of tliem, at such rate of interest as may be agreed upon in every such case, and to take and accept from such government, or from any such trustees, commissioners, or otlier persons, such assignment, grant, or other security of or upon any public revenues of the said provinces, or upon any rates, tolls, charges of assessments within the said provinces, or any or either of them, or such other security for the repayment of the money so to be advanced ; and also for the interest thereon as to the said Company shall ap- pear satisfactory, and which shall be good, valid) and efi'ectual for the purposes expressed therein, and shall and may be enforced for the benefit of the said Company, their successors, und assigns. And we do further, by these presents, for us, our heirs, and successors, grant, direct, and ap- point, that the said Governor, Dejuity-Governor, and other Directors for the time being, or any five or more of them, shall and may from time to time, and at all convenient times, and when and as often as they shall think fit, assemble and meet together at any place or )>lates for the di- rection and management of the afiairs oi the said Company, and being so assembled shall in such direction and management in all I'opects conform themselves to such by-laws, rules, orders, and re- 40 If;; ■ ins iii*^ w 'ii- I I '1 oulations, fis sliiill from time to time be made by any General or Special Court of the said Company, and subject to all such by-laws, rules, orders, and regulations, shall and may direct and manage the affairs and business of the Company, in all and sinoukir the matters and things hereinbefore par- ticularly set forth in the disposition and invest- ment of all cash, bills, notes, and other securities to tlie Company, and in all other the traffic, com- merce, and dealings of the said Company, and that they shall have powder and authority to enter into all contracts, whether under seal or other- wise, on behalf of the Company, and to make and execute all assignments, conveyances, and all other acts to M'hich the corporate seal is required to be artixud, and to appoint a clerk, secretary or se- cretaries, solicitors, attorneys, commissioners, factors, agents, or servants, which shall from time to time be necessary to be employed in the affairs and business of the said Company, and to allov/ and pay them reasonable salaries and al- lowances, and to displace or remove them or any of them as they shall see cause, and generally to do and act ni all matters and things whatsoever whicli they shall judge necessary for tlie well ordering and managing of the said Company and the atTairs there jf, and to do, enforce, perform, 41 and execute all tlie power.*?, authorities, provisions, acts, and things in relation to the said Company, and to bind the said Company as if the same were done by the whole corporation. Provided ax., -ays, that all matters and things which the said Directors shall in manner aforesaid and in writing order and direct to be done by sub-com- mittees or other persons appointed under them, shall and may, by virtue of such orders, be done by the said sub-committee or other persons ap- pointed. Provided also, that in no case shall the corporate seal of the said Company be affixed to any instrument whatsoever except by order in writing of the Court of Directors, and in the pre- sence of at least two of the Directors, who shall attest by their signatures such sealing, and that the same was done by order of the Court of Di- rectors, which attestation shall be evidence of the fact of such order. Provided always, and we do further declare and ordain, that all and every contract or con- tracts made or entered into by or on behalf of any Governor, Deputy-Governor, Director, Audi- tor, or Secretary of the said Company, or in which any such Governor, Deputy-Governor, Director, Auditor, or Secretary shall be either directly or indirectly interested or concerned for 42 doing or causing to be done any work for or on hehalf of the said Company, or for supplying any of the articles or materials or things to or for the use of the said Company, shall be absolutely null and void to all intents and purposes whatsoever ; and every such Governor, Deputy-Governor, Di- rector, Auditor, and Secretary, who shall enter into any such contract or contracts as aforesaid, shall ipso facto cease to be such Governor, De- puty-Governor, Director, Auditor, or Secretary, as the case may be, and a new election of some otlier proprietor duly qualified shall take place in manner herein mentioned. Provided, nevertheless, that all acts done by such Governor, Deputy-Governor, Director, Au- ditor, or Secretary, in his offici-al character on be- half of the Company before such successors be elected, shall be valid and binding. And we do further direct and appoint, and our will is, that interest calculated to the Tenth day of July, One thousand eight hundred and twenty- six, shall vvithin one month from the date hereof be pavuljle to the members of the said Company at and after the rate of Four })er centum ner annum from the respective periods at which the said deposit and subsequent calls (if any) .shall have been paid, to be calculated upon and in re- ca 43 spcct of such deposit and calls ; and on the Tenth day of January and Tenth (Uky of J\dy, One thousand cioht hunth-ed and twenty-seven, and on each and every Tenth day of January and Tenth day of July, until and ending' with the Tenth day of January, One thousand eio^ht iiundred and thirty one, further interest at the like rate shall be calculated and become payable to the said members upon the said deposit, and upon the amount of the several calls which shall or may have been made upon and paid by them ; and from and after the Tenth day of January, in the year One thousand eii>-lit hundred and thirty-one, it shall and may be lawful to and for the said Court of proprietors twice in e\ery year, in the said montlis of June and December, if the state of the affairs of the said Company shall warrant the same, to declare such dividend to and amongst the members of the said Company for the half year endino; on the Tenth dtiy of July and the Tenth day of January next succeeding- such re- spective General Court, as to the said Court of Proprietors shall aj^pcar proper, in addition to such payment of interest as aforesaid ; and in de- claring such (liviik-mls respectively, due regard sliall he h'.id to all the debts and engagements of the said Company, and the risks and contingen- 44 cies affecting their assets and securities, and so as no dividend nor interest after the said Tenth day of January, One thousand eight hundred and thirty-one, be in any case paid out of tlie capital of the said Company, or otherwise than as a divi- sion of the whole or a part of the gains and profits of the said Company. And we do furtlif? will and oil act, that all con- veyances which shall be made by the said Com- pany to any individual or individuals of any part of the lands to be granted to, or purchased, or held by the said Company, may be made in maimer and may be in the form pi*escribed in and by the said Act of Parliament. And we do, for us, our heirs, and successors, grant and declare, that these our Letters Patent or the enrollment thereof shall be in all things valid and effectual in the law according to the true intent and meaning of the same, and shall be taken, construed, and adjudged in tlie most fa- vourable and beneficial sense for the best advan- tage of the said corporation, as well in our Courts of Record as elsewhere, notwithstanding any non- recital, mis-recital, uncertuijity, or imperfection in these our Letters Patent ; and our will and plea- sure is, that these presents to the Company afore- said, under the Great ^eal of the United King- dom man or f^ our pai L( P 45 clom of Great Britain and Ireland, shall be in due manner made and sealed witiiout fine or fee, great or small, to us in our Hanaper or elsewhtre, to our use tluTefore, or any ways to be rendered, paid, or made. In witness wliereof, we have causetl these our Letters to be ma(hr Pati-nt, witness ourself at our Palaee at Westminster, this Nineteenth day of Au«>ust, in the Seventh Year of our Reign. By Writ of Privy Seal, SCOTT. MARCa-ISr, PRINf£K, INCKAM-tOUSr, fENCUtRCE-SXKES.?.