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Lorsque le document est trop grand pour dtre reproduit en un seul clichd, it est filmi A partir de I'angia sup^rieur gauche, de gauche i droite, et de haut an bas, en prenant le nombre d'images n6cessaira. Las diagrammas suivants illustrent la m^thode. ly errata ed to nt ne pelure, iqon d 1 2 3 32X 1 2 3 4 5 6 ^. TORONTO PUBUC LIBRARIES REFESENCE LIBRARY :^ t J ^i> ^ il> .\ % 4' LINDSAY BOAED OF TRADE LIST OF OFFICERS AND MEMBERS ACT OF INCORPORATION BY-LAWS ETC. Incorporated 1886 '^M- LINDSAY: SAM HUGHES, ** VICTORIA WARDER, PRINTER / 1887 . N ] T< S 5-^ LINDSAY ( 1 BOARD OF TRADE LIST OF OFFICERS AND MEMBERS ACT OF INCORPORATION BY-LAWS ETC. Incorporated 1886 LINDSAf : SAM HUGHES, ** VICTORIA WARDER," PRINTER 1887 3^1 .L32 OFFICERS AND MEMBERS Pkesident, Vice-President, Secketaby-Treasurer, John Dobnon, E.-k^ John Kennedy, Es<,>. F. H. DoiuiiN. X \ COINCIL R. Sylvester, C. E. L. Porteois, Thos. Beall, Rout. Bryans, J. D. Flavelle, a. Campbell, W. M. Robson, C. D. Barr, E. GRECrOBY, J. H. Soothkran, S. Hughes, F. C. Taylor, MEMBERS W. McDonnell, T. B. Dean, A. McDonnell, R. oYlvester, R, Touch BURN, Thos. Beall, J. DOBSON, J. Kennedy, G. W. Beall, J. A. Williamson, J. G. Edwards, James Keith, F. C. Taylor, W. Flavelle, R. Smyth, W. McBurnev, E. D. Ordr, A. Campbell. J. W. Wallace, T. H. Soother AN, L. Macuire, R. Bryans, D. Ray, W. M, Robson, C. E. L. PoRTKors, J. H. Lennox, J. L. Winters, Jno, Anderson, S. Irwin, J. Britton:, J. D, Fla\kllk, J. R. Dun DAS, S. A. McMl-RTKY, R. p. Spratt, Sam. Hughes, El». (}KR(i<)RV, Jas. Hamilton, C. D. Bark, Thos. Robson. #i* 11 { f lia I \ A< ) CT OF NCORPORATION. CHAPTER 51, 37. VICT. An act to nuthori/e the incorporation of Boards of Trade in the Dominion. [Assemed to 26th May, 1874, and 12th April, 1S76.] Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : 1. Any number of persons not less than thirty, being merchantr., traders, brokers, mec4ianics, manu- facturers, managers of banks or insurance agents, being residents of any village, town, city, county, or (»f any district (which word "district" is hereby de- fined to bo u district established for judicial purposes by the Legislature of the Provmce wherein the same is situatt) hiiviiig a population of not less than two thousand five liundred, may associate themselves to- gether as a Bojird of Trade, and appoint a secretary, with all the ])rivileges and powers conferred by, and subject to all the restrictions of this Act. 2. The persons associating themselves together as a Board of Tradi. under this Act shall, under their hands and seals, make a certificate specifying the name assumed by the association, and by which it shall be known, the nau)e as hereinbefore defined, of the village, town, city, county or district in which the same is situate and its business transacted, and the name of the person by them elected secretary to the said Board of Trade. 3. Such certificate shall be acknowledged before a notary public, commissioner appointed tor receiving affidavits, or justice of the peace, by the secretary of ACT OF INCORPORATION the said Board of Trade, and shall be foiwarded to the Secretary of State, who shall cause the same to bo rec(jrdod in a register to be kei)t for that purpose; and a Cfii-iy thereof duly certilied by the Secretary of State, sliall bo evidence of the existence of such association. 4 The persons named as corporators in the said certificate, and such other |tersous as may afterwards join theui, aro hereby authorizid to carry. into effect the objects for which such association was constituted, and to exercise the powers and privileges conferred by this Act; and they and their aHSo'^iates, successors and as.si){ns, by the name and style specified in the said certificate, shall be deemed u body corporate, with power to sue and be sued, plead and be impleaded, defend and be defended, contract and be contracted with, to make and use a common seal, and change and alter the same at pleasure, to purchase, hold, sell and convey any real or personal estate necessary for the objects of such association : and the usual place of meeting of said corporation shall be held to be the legal domicile thereof, where service of any notice or process may be made.* 5. The officers of such Boards of Trade shall be a President, Vice-President, and Secretary, who, to- gether with not less than eight other members, shall constitute a Council, to be called ''The Council of the Board of Trade of ("adding the name as hereinbe- fore DEFINED, OF THE VILLAGE, TOWN, CITY, COUNTY OR DISTRICT,") who shall have the powers and perform the duties hereinafter mentioned; and when the fore- going provisions hav^ been complied with, it shall be coini)etent for a majority of the persons rained as cor- porators in the said certificate, to hold a meeting for the election of a President, Vice-President, and mem- bers of the said Council, and to make and enact such by-laws, rules and regulations as are mentioned in the eleventh section of this Act, without the notice required in the proviso of the said section. 6 The members of the said corporation shall hold general quarterly meetings in each year, at some place within its jurisdiction — of which notice, naming the time and place, shall be given by the Secretary of the Council for the time being at least three days previous to such meeting, through one newspaper, or otherwise I i LINDSAY BOARD OF TRADE I I AS may bo thoujjht necessary by the said Council ; and at the first (luarterly meeting to be held in each year, the members ol the said corporation present, or a majority of them, shall then and there elect in such •vvay as shall be fixed by the by-laws of the corporation, from amonj{ the members of the corporation, one President, one Vice-Presid«nt, and the Secretary, and not less than eight other members of the Council, who, with the President, Vice-President, and Secretary, fihall form the Council of the said corporation, and shall hold their offices until others shall be elected iu their stead, at the next first quarterly meeting of the ensuing year, as aforesaid, or until they snail be re- moved from office, or shall vacate the same under the provisions of any bj'-laws of the corporation : Provided always, that if the said election shall not talce place at such first quarterly meeting as aforesaid, the said cor- poration shall not bo thereby dissolved, but such elec- tion may be had at any general meeting of the said corporation, to be called in the manner hereinafter provided, and the members of the Council in office shall remain members until the election shall be had. 7. The President and Vice-President shall, before entering upon the duties of their office, take and sub- scribe the following oath before the Mayor of any such town or city as aforesaid, or before any Justice of the Peace :-- " I swear that I will faithfully and truly perform my "duty as of the Board of Trade, and that *' I will m all matters connected with the discharge of "such duty, do all things, and such things only, as I * ' shall truly and conscientiously believe to be adapted "to promote the objects for which the said Board was " constituted, according to the true intent and meaning " of the same. So help me God." 8. If any member of the said Council shall die or resign his office, or be absent for six months con- tinuously from the meetings of the said Council, it shall be lawful for the said Council at any meeting thereof to elect a meeting of the said corporation to be a member of the said Council, in the place of the member so dying or resigning, or being absent ; and such new member shall bo so elected by a majority of the members of the said Council present at any meet- ing of the same, in case there is a quorum present at 6 ACT OF INCOKPORATIOjr Buch meeting ; and the member so elected shall hold office until the next annual election and no longer, un- less re-elected. 9. At any annual or general meeting of the said corporation, whether for the purpose of electing mem- bers of the Council or for any other purpose, a majority of members present at such meeting shall be compe- tent to do and perform all acts which, either by this Act or by any by-law of the said corporation, are or shall be directed to bo done at any such general meet- ing. 10. Any member of the said corpumtion, intend- ing to retire thercfrpm or resign his inembcr»hip may, at any time, do so upon giving to the Secretary in writing, ten days' notice of such intention, and dis- charging any lawful liability whicii may be standing upon the books of the said corporation against him at the time of such notice. 11. It shall be lawful for the said corporrtion, or the majority of them present at any general meeting, to make and enact such by-laws and regulations, and from time to time to repeal, alter and amend the same, for the government of the said corporation, providing for the admission, subscriptions, imposing of penalties and expulsion or the retirement of members, and for the management of its Council, officers and afl'airs, and for the guidance of the Board of Arbitrators herein- after mentioned, and fixing the date and place of the regular meetings of the said Council, and all other by- laws in accordance with the requirements of this Act or the laws of Canada as such majority bhall deem ad- visable ; and such by-laws shall bo binding on all members of the said corporation, its ofticcrs and ser- vants, and all other persons whomsoever lawfully under its control: Provided that no by-law shall bo made or enacted by the said corporation without notice in writing thereof having been given by one member and seconded by another member at a previous meet- ing, and duly entered in the books of the said corpora- tion as a minute of the said corporation. 12. Each and every person then resident within the jurisdiction, and being or having been a merchant, broker, trader, mechanic, manufacturer, manager of a bank or insurance agent, shall be eligible to become a f l\\ UNDHAY BOAUl) OF TBADE * l\\ member of the said corporation ; and at any ^'eneral meeting of the said corporation it shall be lawful for any nieoiber of the said Council or of the said corpora- tion to propose any such person as atoresaid as a can- didate for beconiinu a member of the said corporation, nnd if such proposition shall be carried by a nmjority of two-thirds of the members of the said corporation then present, he shall thenceforth be a member of the said corporation, and shall have all the rights and be subject to all the obligations which the other mnmbers possess or are subject to : Provided always, that any I>erson not being a merchant or trader, br(»ker, mechanic, manufacturer, manager of a bank or insur- ance agent, shall Ix^ eligible to l)ec(inie a member of the said corporation in maimer afctres.iid, in case such person «hall be rocommetided by the Council of the Board of Trade at any such meeting. 13. It shall be lawful for the said Council, or a majority of them, by a notice inserted in one or mere newspapers jmblifhud within the jurisdiction, e absent, any member of the Coimcil then present who laay be chosen for the occasion shall preside, and in all cases of equality of votes upon any division, have a casting vote. 15. lb shall be the duty of the Council to frame such by-laws, rules, and regulations, as shall seem to the said Council best adapted to promote the welfare of the said corporation, and the purposes of this Act, and to submit the same for adoption at a general meet- ing of the said corporation called for that purpose, in the manner hereinbefore provided. 16. All subscriptions of members due to the said corporation, under any by-law, all penalties incurred under any by-law, by any person bound thereby, and all other sums of money due to the said corporation, shall be paid to the Secretary thereof, and in default of payment, may be recovered in any action brought in the name of the said corporation ; and it shall only be necessary in such action to allege that such person ia indebted to the said corporation in the sum of money, the amount of such arrearage on account of such subscription, penalty or otherwise, whereby an action hath accrued to the said corporation by virtue of this Act. 17. On the trial or hear' ; of any such action, it shall bo sufficient for the said corporation to prove that the defendant at the time of niakinir i-uch demand was or had been a member of the said corporation, and that the amount claimed by such subscrijjtion, j enalty or otherwise was standing unpaid upon the books of the said corporation. 18. The meetings of the members of the Council shall be open to all memhers of the said corporation who may attend at the samt, but who shall tal.e no part in any proceedings thereat ; and minutes of the proceedings at all meetings, whether of the said Council or the said corporation, shall be entered in books to be kept for that purpose by the Secretary of the said corporation ; and the entry thereof, shall be sigied by the President of the said Council or such other person who at the time shall preside over any such meeting, and fluoh books shall be open at all reasonable hours to any member of the said corpora- tion, free from any charge. I 1 LINDSAY BOARD OP TRADE !» 19. At the same time and times as are hereby appointed for the election of the said Council, and in the same manner, it shall be lawful for the members of the said corporation to elect from their number twelve persons, who shall form a board, which shall be called "The Board of Arbitration," and any three of whom shall have power to arbitrate upon, and make their award in any commercial case or difft^reiice which shall bo voluntarily referred to them by the parties concerned : and whenever such parties shnll agree to bind themselves, by bond or otherwise, to sub- mit the matter in dispute between them to the decis- ion of tbd said Board of Arbitrators, such submission shall be understood to Ije made to any three members of the said board, who may, either by the sp«»cial order of the said board, or by virtue of any general rules adopted by them, or under any by-law, of the said corporation touching the consideration of any cases so submitted, be appointed to hear, arbitrate and decide upon the case or cases so submitted to them ; and such decision shall be binding upon the said board and the parties making the submission ; and any such submis- sion shall be according to the form set forth in the schedule to this act, or in words to the same effect. 20. The several members of the said Board ot Arbi- tration shall before they act as such, take and subscribe before the President or Vice-President of the said cor- poration, an oath that they will faithfully, impartially and diligently, perform their duties as members of the said Board of Arbitration, and such oath, shall be kept among the documents of the said corporation. 21. Any member of the Council of the said cor- poration may, at the same time, be a member of the said Board of Arbitration. 1 \ 22. The three members appointed to hear any case submitted for arbitration, as aforesaid, or any two of them, shall have full power to examine upon oath (which oath any one of such three members is hereby empowered to administer) any party or witness who, appearing before them shall be so examined and shall give their award thereupon in writing ; and their decis- ion, or that of any two of them, given in such award shall bind the parties according to the terms of sub- mission and the provisions ot this Act. 10 a(;t of incorporation 23. It shall be lawful for the Council of the said corpumtion to appoint five persons tc constitute a Board of Examiners to examine applicants for the ofKce r Ch;U>rtiian; hd shallcontiue himsolt strictly^ to the lufitlex under dis^cuss- ion, and shall sic down as soon as h- is dune aUeakiug. . ■„. .;.,!.!, ;'../■•. » ;■< ■ • ■■.'■■- ■ •-«" . ■' •■ ; ■-'^■■ Rule l5. 'No 'rhotfoh shall be put;' ot' tleliated unless the saiuo is secotided; when seconded it bhall be stated by the President, Vice-President orChainnai^ before debate, and everv sucli except amotion toadjourn, shall be reduced to writing. Rule lf5. After a resolution is stated by the President, Vice-President or Chairman, it sliall be deemed in possession of the Board, but may, by per- missKm of the Board, be withrawn at any time before decision or amendment. Rule 17. When a blank is to bo tilled up and different sums or times are proposed, the question shall be taken first on the largest sum or the longest time ; and when a questiim is under debate, the only motions in order shall be— Ist, to adjourn ; 2d, the previous question ; 3d, to lay on the table ; 4th, to postpone indefinitely ; 5th, to adjourn to a certain day ; 6th, to refer; 7th, to amend. Rule 18. A motion to adjourn the Board shall be always in order, except ; 1st, when a member is in pos- session of the Hoor ; 2d, when the Yeas and Nays are being called ; 3d, when the members are voting ; 4th, when it has been decided that the previcms questif^n shall be taken ; and a motion to adjourn simply cannot be amended, but a motion to adjourn to a given day, may be, and is open to debate. Rule 19. A motion to lay a question on the table simply is not debatable ; but a motion to lay on the table and publish or any other condition, is subject to amendment and debate. , Rule 20. A motion to refer to a standing com- mitter shall take precedence of a similar motion for a Special Committee ; and a motion for commitment until it is decided, shall preclude all amendments of the main question. Rule 21 . A motion to amend an amendment shall be in order, but to amend an ami^ndraent to an amend- t LINDSAY BOARD OF TRADE 17 ment shall not be entertnined. An amendment modify- ing the intention of a motion shall be in order, but an amendment relating to a different subject shall not be in order. The paragraph to be amended shall first be read as it stands, then the words proposed to be struck out and those to be inserted, and finally the paragraph as it would stand if so amended. Rule 22. A question may be reconsidered at any time during the same meeting, and when once made and decided in the negative, shall not bo received be- fore the next meeting of the Board ; and no question shall be re-considered more than once, nor shall a vote to re-consider be re-considered. DUTIES OF COUNCIL Rule 23. The Council shall direct the Secretary in the discharge of his duties ; shall fix the salary of that officer and of all other persons employed by the Board ; shall supervise all purchases and contracts for the Board ; shall audit all bills and accounts ; and claims against the Board ; and shall direct payment of the same, and shall have authority to execute all measures deemed proper by the Board to promote its objects. Rule 24. The Council shall have full power to appoint committees who shall report to the Council ; and the Council may at any time relegate any matter to a special committee for a report, which shall be made to the Council. JV ALTERATION OR AMENl .!^NT Rule 25. These by-laws may be amended or re- pealed by a vote of two-thirds of tho members present at a meeting of the Board ; provided that notice of the subject matter of such proposed amendment shall have been given m writing by one member, and se. oonded by another member at a previous general meet- ing, and duly entered in the minutes of the Board. STANDING COMMITTEES 1. The Council may appoint any three members of the Board of Arbitration to hear, arbitrate and decide upon any case or cases which may be submitted to them; 18 RULES OF ORDBR or if the parties in dispute are unwilling to submit their case to the committee of three so appointed, th«y may choose other three members from the Board of Arbi- tration whom they may agree upon, such agreement to 1)6 communicated to the Secretary in writing, signed by all the parties in controversy. 2. Parties desiring the services of such a com- mittee shall notify the {secretary to that effect in writ- ing, and shall file an agreement with hiui, signed by the parties in controversy, binding themselves to abide, i)erfonu, and fulfil the final award which shall be made touching the matter submitted without recourse to any other court or tribunal. Neither party shall postpone the trial of a case longer than ten days after it has been submitted, unless good cauHe can be shown therefor satisfactory to the referees. 3. Arbitration fees and all additional costs that may be incurred shall be paid by either of the parties in the case as may be decided by the committee hear- ing the same, and shall be included in their award. MEETINGS OF THE BOARD Meetings of the Board shall be held on the second Tuesday in February, May, August and November at 7.30 o'clock p.m. B^harp. The first named of these meetings shall be the Annual Meeting. Should any of these dates appointed for meeting pix)vc to be a legal lioliday the meeting shall be held on ti?e day fol- lowing. The election of officers for the current year shall take place at the annual meeting. The election of cheers — President, Vice-President, Secretary and Council shall be by ballot. Members of the Board of Arbitration shall bo elected by ballot. DUTIES OF SECRETARY 1. The Secretary, acting as Treasurer, shall col- lect fees, keep an account of all moneys received and expended for the use of tha Board ; shall duly deposit the funds in an incorporated Bank ; and shall make 4 I LINDSAY BOAK]> OF TRADE 19 % disbursements only upon vouchers approved by the Council. His accounts shall be produced for the in- spection of members at every annual meeting, and annually an Auditing Committee, consisting of two members of the Board, one of whom shall be named by the President, the other to bo appointed by the Coun- cil, shall audit his accounts and report at the annual meeting. 2. It shall be the duty of the Secretary to give notice of and attend all meetings of the Board and of the Council, and to keep a record of their doings ; to conduct all correspondence ; and to carry into execution all orders, votes and resolutions not otherwise com- mitted ; to keep a list of the members of the Board ; to notify officers and members of the Board of their elec- tion ; to notify members of their appointment on com- mittees ; to furnish the chairman of each committee with a copy of the vote or resolution under which the committee is appointed, and at his reijuest give notice of the meetings of the committee ; to give notice of and attend meetings, and keep a record of the doings of the Standing and Special Committees when required so to do ; to superintend the rooms of the Board, and t^enerally devote his time in such a manner as the Council shall deem most conducive to the objects for which the Board was created. It shall also be his duty, under direction of the Council, to provide such articles of furniture, stationery, books, maps, periodicals, newspapers and other supplies required to carry into effect the provisions of the Act of Incorporation, By- laws, orders and resolutions of the Board.