IMAGE EVALUATION TEST TARGET (MT-3) .*^% 1.0 I.I bilM 125 ■50 ■^" MHI ■tt 122 12.2 2.0 lU lU u WMU nHli m 1 1.25 II JU 1.6 !^^^= nil ^^^ ^^3 ^ 6" ► Photographic Sciences Corporation 23 WIST MAIN STREET WEBSTER, N.Y. 14SS0 (716)«72-4503 CIHM/ICMH Microfiche Series. CIHIVI/ICIVIH Collection de microfiches. Canadian Institute for Hinorlcal Microraproductiont / Inititut Canadian da microtaproduetiona historiquaa \\ difi«r * un« Tha imagaa appaaring hara ara tha baat quality Laa imagaa auivantaa ont 4tA raproduKaa avac la nag* poaaibia conaidaring tha condition and laglbillty plua grand coin, compta tanu da la condition at of tlM original copy and in Icaaping with tha da la nattot* da I'axampiaira filmi, at mn filming contract apacif Icationa. conformK* avac laa conditiona du contrat da filmaga. Original copiaa in printad papar covara ara flimad Laa axamplairaa originaux dont la couvartura an baginning with tha front oovar and anding on papiar aat imprimAa aont fiimia an commandant tha latt paga with a printad or illuatratad impraa- par la pramiar plat at an tarminant aoit par la •ion, or tha bacic covar whan appropriata. All othor original copiaa ara flimad baginning on tha d'impraaaion ou d'illuatration, aoit par la aacond f irat paga with a printad or illuatratad impraa- plat, aalon la caa. Toua laa autraa axamplairaa aion, and anding on tha iaat paga with a printad originaux aont filmia an commandant par la or ii:u8tratad impraaaion. pramiAra paga qui comporta una amprainta d'impraaaion ou d'illuatration at an tarminant par B la darnlAra paga qui comporta una talla amprainta. Tha iaat racordad frama on aach microfiche Un daa aymboiaa suivanta apparattra aur la ahaii contain tha aymbol — ^> (moaning "CON- darni*ra imaga da chaqua microfiche, aalon la TINUED"), or tha aymbol Y (meaning "END"), caa: la aymboia — ► aignifie "A SUIVRE", la whichavar appliaa. aymbole ▼ aignifie "FIN". Mapa, piatea, charta, etc., may be filmed at different reduction ratioa. Thoaa too large to be entirely included in one expoaura ara filmed beginning in the upper left hand corner, left to right and top to bottom, aa many framea a« required. The following diagrama iiiuatrata the method: Lea cartaa. pianchea, tableaux, etc., peuvent Atre fiimia A daa taux da reduction diffAranta. Loraqua la document eat trap grand pour Atre reproduit en un aaui clichA, il eat filmA A partir da Tangle aupArieur geuche, de gauche A droite, et de haut en baa, en prenent le nombre d'imagea nAceaaaire. Lea diagrammea auivanta illuatrant la mAthode. srrata to pelure, )n A n 32X ^. 1:. . . » :: 3 t $ 3 i, 1 r i 6 r;. iritislj l^mericim f antr (f^amnamr. COPY CIIARTKK. rXDKX. I l'r( amble I'm poses for which Corporation established rowers given to Corporation . . Lirense to purchase hinds in mortmain Limitation of (juantitj' of hind to bo hdd witliin tlic provinces and their dependencies Limitation of yearly value of land held witliin the United Kingdom Capital declared Power to increase capital Subscribers entitled to sliaros according to amount of their subscription . . Xamcs of shareholders to bo entered in a book Payment of sum subscribed . . Transfer of shares to be registered , . Until transfer registered no person claiming an interest in sucli shares shall bo deemed proprietor, nor until six months after transfer rej^isteied lie entitled to vote at any meeting . . After a call made no share to be transferred until call shall be paid Persons claiming by marriage, or by will, or in course of administration . . (Icneral special meetings may reduce, and also augment reduced number of directors . . (iualification of directors and auditors Appointment of the first governor, deputy governor, din itors, and auditors (iovernor, deputy governor, directors, or auilitors going nut ol' office may be re- elected if duly qualified When governor, deputy governor, &c., shall be removed, or shall die, or resign, special general meeting shall be convened to till such vacancy Annual general meeting of proprietors — when to be lieM . . Notice thereof to be given . . Such notice shall specify the purpose for whitli sueii aniiii:'! ;;ciural meeting ;ind special general meeting is called Power of such meetings . . . . . . . , . . . , Questions at general meeting — how made and decided .. ,, MiV. :s 4 t (i () 6 7 7 7 S 8 8 8 i) ivi(lend clause ...... J'ower to make bye-laws I'ower to proprietors to call -general meeting l''ailur(; to elect directors not to endanger Ohartei' i'ower to directors to elect future governors and deputy governors ." ', Directors to luive custody of common .seal and have power to call .special" -eneral meetings.. •• •• *• *. Notice thereof to be gi\ en .... Directors prohibited from enteiing into contracts with Company . . 3re. tings and constitution of court of director.^ \' Power to appoint clerk, secretary, and other agents or servants Seal — how to bo affixed I'K.viso as to decision of questions, business, or transactions at meetings of couVt of directors ,, ,, *■ •' •• •• •• .. ,, tails— how and when to be made Notice to be giv( ii 1, • ■ • • • • • • • • I'orfeituro of shares ...... (ieneral or special meeting may declare shares to be disfranchi.sed ' ' ' I'orl'eited siiares— bow disposed of Notice in writing to be given to proprietors bef.rc advantage be Vaken of forfeiture Con.struction of Charter .. r.iOK It 14 li 14 \o l.') 1.5 1') 1.5 Ifi 17 17 17 18 18 18 1!) 19 19 19 20 20 20 20 21 21 \l 14 II 14 15 15 15 15 15 l«i 17 17 17 18 18 18 1!) 19 19 19 20 20 20 20 21 21 WILLI A^r TlIK KOriiTH, by the (hac' of ( 1(1(1, of the Uni ('(I Kinj^dom of Great liritain and Trelaiul, Kiny, Defender of the I'aith, and so forth, to all to whom these presents shall eonie, greet in •;•. WHEREAS there are in our Trovinees and Colonies of Preamble. i-o\ver Canada, tapper Canada. Xew Brunswiek, Nova Seotia, I'rince Edward's Island, and tlu' Ishiiid of Newfoundland, in North Anicriea, and their dependencies, divers unsettled and waste lands which might l»c settled and improved if sufficii-nt ca]»ital were raised and advanced for that purpose. And whei-eas the several persons hereinafter named together with others hav(! In .sul)seripti(m among themselves raised a capital sum of t*:)00,0()() sterling, which they have proposed to invest and lay out in the purchasing, hnproving, settling, and disposing of divers of such unsettled and waste lands. And whereas in order to carry into effect the beneficial ol)jects and purposes aforesaid, the said several persons on behalf of themselves and all other the subscribers thereto have humbly besought us by (mr charter to constitute and declare then, one body politic and corporate. Now know ye, that Ave, of our especial grace, certain knowledge, and mere motion, have given, granted, made, ordained, constitiited, declared, and appointed, and by tlie.sc presents for us, our heirs and successors, do give, grant, make, ordain, ctmstitute. declare, and appoint that George Richard Robinson, Nathaniel G.)uld, flohn Peter Boileau, the younger, William Petrie Craufurd, Alexander Gillespie, the younger, William Inglis, John Kirkland, Edward Wheler Mills, John Shuter, I'atiick Maxwell Stewart, Lewis Stride, James Wilsim, George Wildes, Robert Carter, William Pemberton, Peter M(^Gill, George Moffatt, Russell Ellice, William Robert Keith Douglas, and all and every •such other })er.s(ms and person as have become, or shall at any time Purposes lor whicli tlic Corporation lierciiftcr become, propiietcns, shiuehoUlcrs, or subscribers of or for the capital stock of tlie Coinpany hereinafter mentioned, in nianner hereinafter i)rovidetl, and tlieir res])cctivo executors, iv.Iniinistrators, and assigns, sliall be one body politic and cori)orate in name and in deed, l)y the name of "The British American Land ('ompany," and l»y that name have ])erpetual succession and a common seal, with power to ])reak or alter such seal, and by that name shall and may sue and be sued, plead and be impleaded in all ccmrts, Avhether of law or equity. And Ave do declare and j;rant that the said (corporation is and shall be established for the purpose of jjurchasing, holding, improving, isestubliHlKd clearing, settling, cultivating, alienating, selling, exchanging, leasing, and disposing of waste lands, and other lands, tenements, and hereditaments, within our said Provinces and Colonies of Lower Canada, Upper Canada, Nova Scotia, New Brunswick, Prince EdwJird's Island, and the Island of Newfoundland, in North America, and the dependencies of the said several Provinces and Colonies, and for such purjioses we declare and grant that it shall and may be lawful for the said Company to lay out and invest their capital, or so nmch thereof as may be necessary in purchasing, surveying, clearing, improving, and preparing for occupation such lands, tenements, and hereditaments, as may be granted by us, our heirs, and successors, to them or their successors, or which may be purchased or acquired by them or their successors within the said Provinces and Colonies in North America and their dependencies, and in or upon any such land to malco, form, erect, and build roads, drains, l>iidges, and other intcrntd commuiiieati(ms, houses, schools, chapels, mills, wharfs, and other buildings and works necessary or exjicdicnt for the occupatii>n, planting, and profital)le cultivation or improvement of any such lands, and also to contract for, purcl'ise and export, sell and dispose of all sueli merchandize, matters, and things, as may be necessary for tlie cultivation, clearing, improving, or occupation of the said lands ; and to inqxirt and rei-eive, sell and dispose of all goods and merchandize which may 1)e consigned or remitted to them from such tlieir lanls, or in l)ayment and satisfaction of any rent (tr purchase money ai'isin;^' from the occui)ation or sale of any such lands ; and to purchase, hold, liire, build, and charter ships and other vessels for the I'owiis pvi'n to the Corporntioii. 5cril)(!r.s of or [• incntionerl, ^^0 executors, politic f'lnd 'The British ivc iierpetual or alter such sued, plei\(l (quity. And is iind Khali 5, improvinjj;', exchanging, s, tenements, lies of Lower wick, Prince d, in North 'rovinces and ; that it shall i invest their I purchasing, upation such ed by us, our r which may 3SOVS within a and their make, form, lier interntd wharfs, and mt for the mprovenient and export, and things, im})roving, receive, sell :'h may be lanls, or in oney arising' :o j)urchase, ?els for the purpose of conveying and transporting i(crs(»iis willing and desirous to cnugrate to our said provinces and colonics, and tlieir dependencies, and also (»f exporting siicli merchandize, matters, and things, and impurling such goods, mcrchandi/c. and jtroduce from or to our said provinces and colonies, and their de|)endencics. to or from any oilier place (»r places. And we do hereby further declare and grant that it shall l>e lawfjd for the said Company to oi)en, search for. win. and work in or under any of their said lands, any mines, pits, hcds, veins. and seams of cojjper, tin, lead, iron, iron ow, stones, chiy, and all other ores, nunei-als. metals, metallic subsiam-es, matters, and products, other than and except gold and silvei' ; and als(» other than and except coal and culm, unless siu'li coal and culm as shall at any tinu' or limes hereafter be granted or demised to them by us, our heirs or successors, or shall be by them aceiidencies; and al>o that it shall l)e lawful for the said Com[»aiiy to make loans and advances of money to I'lnigrants, settlers, ami othei's resident within our said [)rovinces and colonies in North America, and B tlii'ii' (l('|i('ii1' laiuls, tnit'inciits, aiiy us, our heiis or succi'ssors, or liy the f,'overnor, lii'utenant-^'overnor, (»r peison udministerinx the government, or l)y any person or ju'rsons duly authorized in that behalf in any of our said jn-ovinces and colonies, and tlieir dependencies, and to do all stich thin-^s and enter into all such a<;reements as may be necessary for the purpose of executing' .»ucli works and undertakinj^'s as aforesaid. Taieuff to purchase InndH in iiiortmain. TiiniitaHonot' miantity "f land to bo held within tlu'proviiii'cs and their dcpendcn- ries. and of yearly value of land with- in the United Kingdom. And we do finthei- by these presents, of our especial <,'raco, ceitain knowled<;e, and mere motion, for ii.s, our heirs and .suc- ces,s(tis, ;riv(. and <»rant to the said ('(nnpany this our royal licence to ])ureha.se and take, have, and hold, to them and their succes.sors, any land.s, tenements, and hereditaments whatsoever within our said provinces and colonies, and their dependencies, as well of us, our heirs and successors, or of our ;.irantees, tenant.s, or any other per.s(m or i»er.sons who now or hereafter may hold of us, or our lieiis or .succes.sors, or who hold a titrc de fief et sciyneurie, a titre de fief in arriere fief, a titre de cens in franc alcn, or in any other manner, or by any other title ; and also to purchase, and take, have, and hohl, to them and their successors, any f''echold, copyhold, or lea.sehold lands and tenements within our United Kingdom, any riji;hts, }»enalties, or forfeitures, which mi<;ht other- wise by the statutes of mortmain, Or any oilier statute, law, custom, or u.sa<;e, accrue to u.s, or (mr heirs or successors, or to be incurred by the said Comi)any notwithstanding: Provided always that the whole quantity of lands which the said Comjiany shall h(»ld and pos.sess within all of our .said provinces and colonies, and their dependencies, .shall not at any one time exceed three milli(»ns of acres: Provided also that the whole of the lands and tencnu'nts which the .said Com[)any shall hold and possess within our .said United Kingdom shall not at any one time exceed the yearly value of .f 1,000. Ami we (l(» t'urtht'i' dfcljirr and oiilniii tliat the piC'cnl ('iniiul 111 ♦•apital or joint stuck of tlic said Cnnipany to In- usc(| and applifd in c^taMishin;^' and i-aiTvin;^' on the said und( rtakin;^', and tor the purpost's afoi'csaid. shall lie a snni not fxcccdjnn i:{0(>,00(> sterling;, to he laist'd in shares of iliyit ca-li. And \vc do fnrthcr l»v thtsr presents, for ns, onr heirs and I'owor to sneeess(»rs, yrant unto the said ('oiniianv and their snci'cssorH : '""!''"■*'' ' • ' lupitiil. ane lawful for the members or proprietors (»f the said Citmiiany for the time bein^, and frtun time to time in puisuance of any resolution adopted at one, and contirnu>d at a subseciuent, general oi- j^ciu'ral special eoint of members or proprietors, to raise ami contribute amonj^st themselves in such shares and proportions as they sliall think proper, (»!• l)y the admissi<»n of new subscribers, any further or other sum or sums of money, not exceeding in the whole the furthei" sum of .£'.'{0(>,()(M) sterlinu', and eveiy subscriber towards raising such further sum or sums of numcy, shall be a proprietoi* of and in the capital of the said Company, and shall have a like v»)te in respect of his or her shares in the said additional sum or sums so to be raised, and be liable to such forfeitures, and stand interested in all the rights, prohts, and advantages of the said Comi)any in piopnction to the sum or sums he, she, or they shall subscribe to the said cai)ital so extended to all intents and purposes as if such further and other sum or sums hereby allowed to be subscribed for (»r raised had been originally part of the capital of the sai ii \ ' i- ^ 1 ii • • e t.\ the amount herem contamed for that purpose lor(»r towards tlie laismg ot the „f their sub- said capital sum of £;](MI,(HI(» sterling asafon-said, his her, or their scription. executors, administrators, and assigns respectively, no such sub- m!ii|>tit»ii Ih'Wv^ less tliaii i:.')(l, xliall Imvc iiixl lie ciititliMl tn a sliai'i' III' ami in tli<> »aiil caiiital i>i Joint ^tuclv ol' tlic saimpany. Tiaiisfirs of And wc do further order, deelare, and ordain that Avhenever shtin's to bo .,„y ,)(• tin. several memliers or pi'oi)riet(trs of the saiil (Vnnpanv. their executors, administrators, and assigns, shall sell and transfer any share or shares in the eai)ital stock of the said Comi)any of which they shall resj)ectively be posse.s.sed, every such transfer .shall be n^yistered by the clerk or other authorised ollicer of the (*ompany in a book to l»e kejit by the said Company for that liitiliQna- purpose, and the reuistrv thereof shall specify the dates, names lor iTgis- . -^ V I J (did, of the parties, and number of shares transferred, and that until HUfli tiiiii-lcr slialllH- ic;{iNt(ift| in ihr liunU> ••niic >aini|iiiiiy III iiiimiicr iit'ori'Siiid, im jici>nii ny |i«i>oii.s « '..iiniiij; nii iiitciot in iif»iito.k. I.v pnr ;ir.'!.''Mr chase ni' (iflifiwisc, >|iall l»r |»rii'lnr or |(i»'••' "luuc- of sncli share or shares (»r shall I.e entitled to aiiv tianehise. (Ir'nua j.ro. dividend, or lienelieial interest in the said eapilal stock in resjieel I""''*'"'- thereof, n(»r, until six calendar months after siieh transler shall """'"''' ^ix 11 ■ , ,. . , , . niDiiilisalU'r Have heen re;;istt red as aforesaid, be entitled to vote at any tiansi.r iv. niectiii- or inl-f of wlll'll wlltll'ii .If wl>.il>..^' vnf.. ii» ...... jmiiy ill rt'speet of such share or shares. Provided always and \sv do fmt her order, (leelair,and ordain Af.T i.,m1I, that after any call for money shall have been made l)v virtue of this '"'^'"'"''"l^" our charter or of the directions, rules, or bye-laws of the said ' 'oiu- "«til p»ll pany, no jierscm oi- iicrson.s .shall .sell or transfer any share or shares ''"'"'"P"'''- which lu! (»r tlicy sliall po.s.scs.s in the capital stock of the .said Conii>any, until the money so called for in respect of his or their share or .shares intended to be sold .shall be paid, and notwith- .stundiiiLf the time appr (jflicer for the time being of the .said Company ai)i)ointed for that pnrpo.si-, who shall preserve the .same and make an entry thereof in the book or books which .shall be ke[)t by the said clerk oi other ollicer for the entry of transfers of shares in the said C(»mj)any, before such perscm or per.sons shall be entitled to sell or assign any share or shares, or to claim payment of any dividend or dividends in re.spect thereof, or to vote as the proprietor of such share or shares; and when any person or persons shall claim any part or share in the capital or Joint stock of the said (Jompany or the profits thereof nnder or by virtue of any will or be(jnest, ori.ywillor or in a course of administration the probate copy of the will or I^LdSa."^ the letters of administration incase the i)roprietor shall have died ♦'""• intestate, .shall be produced and shewn to the said clerk or other (J 10 Offlccistobo uppuinti'd. (Jovcriior, (liptity gdViTiior, ten other (llix'clors, uudito)?*, iiml (krk, be mid ollior ()tHior.>< and HlTVUIlti*. Oeiitiul fpc- ( ial Hurting tniiy nduco uiid ;:l-o iMiHiiunt the icdiii'C'd iiiimbtr of directors. om.-cT aforcsai.l, who shall inak- an fntvy iii the hook or books which shall b. kept for tho rt-istry of transfers of shares in the sai.l Con.imnv <.f such will, or of so nnieh thereof as shall relate) to the .lisposilioii of the .hare or shares of the testator of or lu such stock or of the letters of a.hninistration in case the proprietor shall have .lied intestate, before any person or i)crsons shall be entith'd to sell and assi-n snch share or shares, or to clanu payn.er.t of anj aividend or .livi.lcn.ls in respect thereot, or to vote as the proprietor of such share or shares. \n.l we ac» further 'leclare and orant that there shall be two of the members .)f the said Company .ptalified in the manner, and to be nominated and appointed as hereinafter mentioned, who shall be and be called the- govc«rnor and deputy -overnor <,f the said Company, and who .shall also be two of the dneetors of the said Ccm.pany ; an the number of directors as to such general special meeting .shall seem fit. and also for any ^rcneral meeting specially called for such purpose from time to time to augment the reduced number of directors ; but so that at any time 'there shall not be less than eight directors nor more than ten directors, excluding the said governor and deputy governor. (j.u.lifin.tion And we do further declare and grant that no member or of Rov.rnor, pi-oprictor of shares in the capital of the said Company shall be X'nor.and .puilihe.l to bc> elected or to sit and act as govern,.r, deputy •linctois. „,,,^.^.,.,^„i,, or director of the said Company, unless he shall on the ilav of his election houa Jhle hold and possess, and shall continue 11 to hold and be possessed of twenty shares at the least in the eai)ital stock of the said Company, or tt sit or aet as aiulitor and examiner of aeeounts of the said Company, unless he shall in like manniir hold and i>ossess, and continue to hold ami possess ten shares at the least in the eiipitid stoek of the said Company: Provided always. That with the exception of the present governor, deputy g tvernor, directors, and auditors hereinafter appointed, no proin-ietor of shares shall he quahfied to sit and act as n()vernor, ilejaity governor, director, or auditor and examiner of aceoimts of the said Company, unless he shall have bona fide heM and possessed the recpiisite nund)cr of sliares respectively for the space of six calendai' months next before such day or (lavs of his election. (iii.ilifira- tion of Miiditoi'ii, And we do further declare and yrant that the said (Jeorge llichard ]lobinson shall be and he is hereby constituted and apj)ointed the first ji,overnor, and the said Nathaniel Gould shall be and he is hereby constituted and appointed the first deputy governor, and the said Ceorge liichard Robinson and Nathaniel Gould, and the said John Peter Boileau the younger, William Petrie Craufurd, Alexander Gillespie the younger, William Inglis. John Kirkland, Edward Whcler Mills, John Shuter, ]*atriek Maxwell Stewart, Lewis Stride, and James Wilson shall be and they are hereby constituted and appointed the first directors of the said Comi)any. And that the said George Wildes, Robert Carter, and William Pemberton shall be and they are hereby constituted and appohited the first auditors and examiners of the accounts of the said Comi)any. First ^'ovemor, tirst deputy uovemor, first (lircctorg, first Miulitors, And we do further declare and grant that the several perstms hereby nominated, ccmstitnted, and appointed governor, deputy governor, directors, and auditors, and examiners of aceomits of the said Ccmipany, shall continue in their respective offices until the second Monday in the nnmth of April, which will l)e in the year of our Lord ls:J7. and until others shall be duly elected in their said respective ollices, unless they or any of them .shall so(mer die, resign, or become discpialified as hereinafter men- tioned. 1-2 Governor, deputy {governor, directors, or auditor };o- inj; out of office may be re-elected it' duly quali- fied. or When govenior deputy }^o\ernor,&r. .Ami we do f'urtlioi- (Icelarc and *,'rant that <»n tlic second Monday in the month of April, IH^?, four (»f the directors liercby appointed, not Iteinj^' tlie governor or deputy governor, to l)e do- terinined hy lot among themselves, sliall jjo out of the office of director, and one of the said auditors, to be also determined hylot anion;; themselves, sliall ^o out of office; and on the second Monday in the month of April, 18:J8, four others of the said diieetors hereby appointed, not being the governor or deputy governor, to be determined by lot among the hereby-appointed appointed directois then remaining in office, sliall go out of the office of director, and one other auditor, to be determined by lot between the hereby-apjioiiitcd ar.ditors, shall go out of office; and on the second Monday in the. month of April, 1839, such four of the directors who shall then have been longest in the office of director, inclu commence and be computed from the second Monday in the month of April next following such yearly general meeting, and until another shall be elected in his place. Provided always and we do further declare that nothing in this ( ur Charter contained shall be taken or construed to prevent any governor, deputy governor, director, t)r auditor and examiner of till! accounts for the time being, going out of offit ^ as aforesaid, from being immediately re-elected to the said office, provided he should be c r(Mii(»vc(| iit any .u'cncral mcctiiij,' of (lu- said Company specially called lor that purpns(> (which such ^I'lHTal special meeting shall have imwcrtit do when- ever it shall think fit), or shall die, resign, or bec.ime dis(|ualilied to contin\ie in or hold the said nlhees or any or either of them, a sju'cial <^'encral nieetin;^' of the Conqjany shall he convi'ned l»y the directors of the said Comi»any for the iiur[)ose of eleetin-' some one or more mendu-r or memhers qualihed as aforesaid to till such vacancy or Viuancies. and exercise the said ofliee or ollices either of them respectively for such time and times and with the like powers and authoiities as the person or persons so bein;^- re- moved, dyinu', havinf? resigned, or become dishA\\ ll ii III rc.-i^ii -1 1 ii;il •A* lICllll liH ctlli;,' >1 all Ir IIVCIIK t. till M (!i Vi icaiuv. And we do further declare that there shall he held in each year one , and from jdace toi)lace, as shall be found expedient, and the members of the said Company at such yearly general meeting, or any special general meeting to be called for that purpose, of which fourteen be {iiviii. Suili notice .-liall spccity till' ])ur])oso for ■\vliieli sucli itIlIlUIll f^tiitral iiiLt'tiiif; ;iih1 spii iul i;iuenil nii'Ltinj; is calleil. rower of siuli meetings. 14 t ( ucn.ui.tsoniic sai.l C.ini.any nr to serve in the place ot such IK.rson ...• i).-rs..ns whose respective oUices shall have become vacant bv .lis.nissal, death, or resinnation, want of ' of the said Company shall he respectively made an.l ;;:w'";r decide.? I.v a majority ..f votes of the members present in person ,.,,(1 .li.i.l.Mi. ^^. ],y j;..oxy according;' to their respective shares, each member bein- entitled to a vote or votes aceordin,!-' to and in the propor- XuTuturof tion^ following, that is to say :— for live shares and less than :!:Sh,,. fifh-en shares one vote ; n.r fifteen shares ami less than thirty ..uhnumbcr j.],.^,.^.^ ^Avo votes ; for thirty shares and less than fdty shares threes ''""^" votes; for lifty shares and upwards four voters and not more. iToviso .s to Provided that any such proxy shall be app.nnted by power of »"'"-^J'- attorney duly executed by the person maldn:^ such ai)pomtmcnt, and that such proxy shall in all cases be a n.ember of the said NoiK-rsonto Company, rn.vided always that no ,.erson shall be entitled t.. ""^*';'\ vote at anv i^eneral nu-eting of the said Com])auy which shall "u"'ti"?, hapi.en at any time or times after the expiration of six calendar months next after the first general meeting of the said (Company, or at anv adjournment thereof, in respect of any share or shares which he or' she may possess in the capital of the said Company unless such person or persons respectively shall have actually and hotulfule held and p..ssessed such share or shares for the lull space of six calendar months next before such general meeting "'^^•;f'"' , as aforesaid, and unless such pers..u shall have duly paid and ZZ':::X ^^^([ aH an-ears of money which shall or may have become ;;;;kS'"' due ami pavable in pursm.ncc of any call or calls made by the siu.ii l..'.v« jii-eetcn-s of the said Company foi- or in respect ot any such .share !u'n.:;;'^ .-f or shares, nor shall any person vote at any of the general meetings s.uhsiKMTs. .^^ ^^^^ ^.^^1 Company upcm any (piestion or «iuestions relating to the c.ncerns of the 'said Company in which such person or per- sons .shall be interested otherwise than as the .^ther members ot the said C.mipany are generally interested. And further, that Wh.„ vol.. the .diairman for the time being at such general meeting shall be in 'iu'lin.' ' entitled to vote, ami that in case the mimber of votes, inclmling £;r;;S>l the said chairman's vote, shall be e.p.al, he shall have an addi- iiuiiniKiu to tj^-„jjj| or casting vote. ]iavi' casting And we do hcrel )y further direct and declare that no business unless ho shall havti In 111 sliaicH I'm- six 15 sliall be (lone iit any general or speeiiil general ((tint nf llie said Company nnless there sliall be present witliin one-lialf (»!' an hour next after ♦he time appointed tor sneli comt, and also at the time or times (tl' making; any eleetion or [)nttin<^ any (piestion or ((ni-s- tions to the vote, at le.ist lit'tcen mcmbeis of tin.; said Company qualilied to votr, and in defanll thei'eof the said conrt shall Ik; adjonrned either to the then next j;eneral eouri: or to some otlu'r speeifie tlay not earlier than fifteen days from the day at which sueh adjonrniiient shall take place, as may l)e determined npon by a majority of votes of the members then present, and ten days' notice of sueh adjournment shall be given in the London Gazette and two of the daily London newspapers. And we further direct and api)oint that interest after the rate of four pounds per cent, per anmim, to commence and be calculated fron' the expiration of (Uie year fnmi the date of this our Charter, shall be payable to the mendx'rs of the said corpo- rati(m on the; amount of the dep(jsit and further calls paid by them within sueh year, and that interest iiftei' the like rate shall be payable to the mend)ers of the said corporation on any calls to be made after the expiration of the said yeai", to be computed from the days on which such further culls .shall be paid, such interest to be payable half-yearly. N'd liubincss sliall I imIodo unices tlit-TO shiiU 1... jin'sciit, ;il liii-t 13 iiu'iulii'r.s. In 11 1 1 • P • • "^ 1 • niako bye- lull power and ivuthority from tune to time at any general meeting i^w.s. Ki I'owir to proprietor; to call general meitinp. l,v,.-l,uv. ,.s to ll,«n slwUI s«.,n .iK--t ..ul|.. -r t.i 'I 1^°'"' ;...,li„..s of tt,c dir,r.„vs, anJ tl„. .lutios a.ul ,n,„ hu-t nl the .Is 1 I 11 ..fluvrs, nn,„ui.s. a.-nts, ,„,p,rn.i,c.s. I.bcrcvs w,.,kn,cn VHU.s to',,,. cn„.loye,. in .,,,1 .l,o„. tl.c al ..,. -"n,„s,nc«s ,, ' ,,,.„ Jafo v«aia, as in ,m,. UnUc,nn an,l call a special general <=o«rt o t nrposes to hetnen.ioncl in such rc.pdsition and no othc s t^b h Id >f the n,end,ers of the sai,l C«n,pany „uahf,o, to vote r.eotn-s as aforesaid: and incase the sai,l ,-.n,t ol dn«t, l,all make ..efanlt in sununoning an,, calling -^ -l--^ -™ for the space ,>f twenty-one days next after the ,latc ot e, u ition, it shall an,lmay bo lawful for the sai,l twenty ,.r mo ;,.„. having such shares as aforesaid, upon ™; ^-'^ ,„,,,ous notice by advertisen.ent, nn.lor th.. - "■ "^J ^;. r 7 ^•,^,th> Mild in two or move ot tluMlaih J.onaon newt, Lowloii (iini'tte au» .,,,,1 tlipiv to papers, to summon and hold a .sptciai ^euci.u 17 consider ami dcbiitc upon any business nientioned in such ri'ciui- sition, Itut no otlicr, relating' to the i^ovoiunicnt (u- allairs of tlu' said ('onii)any: and that it shall and may he hnvt'ul in ).ursuan(vot' any ivsohition by the major part of the; nu'nibcis composing; sncli si)ecial j^vnoral court, to adjourn the same to a day then to be fixed upon, and so from time to time ; and that sueli sp'-cial nencral or ad,jouriie(l o'encral court, com[iosed of members (piahticd as aforesaid, shall l)e holden finally to determine by the majority of their votes upon the ((uestireinalter directed, the .same shall not in any manner tend to work the dissolution of the said cov[)oration, but that the <>eneral bt.dy of the members shall and nuiy be lawfully assembled and convened at some day to be fixed by the surviving, continuing, or elected directors, or the major part of them, for the election of the recpiisitc muuber of directors in manner hereinbefore provided. F;ii1uii' to clict iliriM'- tors not to (•nil;iiii,'(r Cliurti r. And we do further c(mstitute and declare that the directors Tonn-i to . , 11 1 r (lUTctors to of the said Company for the time bemg .shall have power irom , i,,pt luturo time to time to elect from among themselves the future governors Jil^J';;;'^."'''""''' and dejmty governor of the said Company. ;;ovfnior. And we do further declare that the directors for the time l^''"Jj;'t;|'-' being .shall have the custody (jf the common seal of the said eustody of Ccnnpany, and shall have full power and authority to use the tiu- coiumou same for the affairs and concerns of the said Company, and shall have full power to meet and adjourn from time to time, and from place to place ; and also to direct, manage, and transact the affairs and business of the said Company, and to exercise all and every the powers and authorities contained in this (mr Charter, for which any general meeting or meetings is or are not herel)y required; subject, nevertheless, to .such (;rders, bye-laws, rides, and regulations as shall at any time l)e duly nuule by or at any general meeting of the said Company. And we do hereby 18 (iinl have j)()\vt'rti)(!ili hpccial ficiii ■ rill incctiii'i NoticctliiK iif 111 be frivcii. riiitlicr (1( cliitc that tlie dircclnrs oC the said Company .shall and may at any tinu' oi- times, and fnr suth ])Ui'posc or jmi-poscs as they may think })ropc'r, have power to call u special general meetiiiLf oi' meetings of the said Comi»any, of which notice shall l»i' uivt'ii ])}' adv(!rtisenu'nt in the LoikIdii GmetU\ and two or more of the pnhlie daily newsi'apeis |ml)lished in the City of London or Connty of Middlesex, fourteen days ut the least ]>revious to sneh meetin.i;\ 11 I i i I t I pany. Dimitors IVovided always, and we do further declare and ordain that from ciitci- all and every contract or contracts made or entered into by or on I""!"*.'!'"'" behalf of any governor, deputy wn'eriior, director, auditor, or tracts witli J '-' » 1 J !-« J > » tho Com- other oHieer of the said Conn)any, or in which any such governor, dei>uty ii;overnor, director, auditor, or other ollicer shall be cither diicctly or indirectly interested or concerned for doinj;' or causing to lie done any work for or on behalf of the said Company, or for sup[)lying any of the articles or mati-rials or tilings to or for the use of the said Com[)any shall be and may, at the oj»tion of the court of directors for the time being, be absolutely avoided, and be declared null and void to all intents and purposes wh itsoever ; and every such governor, deputy governor, director, auditor, and other oflieers, who shall enter into any such contract or contracts as aforesaid shall, //>•>■'> facto, cease to be such governor, deputy governor, director, auditor, or officer, as the case may be, and a new election of some other proi)rietor duly (pialified shall take place in manner herein menti(med. Provided, nevertheless, that all acts done by such governor, deputy governor, directoi-, auditor, or other ofKccr in his official character on behalf of the C/ompany before such successors be elected shall be valid and bindinu'. ^l''''ti"?^ And we do further bv these presents for us (mr heirs and lion (it coin t "ji't'cessors gi'aut, direct, and appoint that the said governor, ot (iircitdrs. ,i,>p,i^y 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 con- venient times, and when and as often as they shall think fit assemble and meet together at any place or places for the di- rection and management of the affairs of the said Company, and 19 lu'in.L? so asspiiilili'd. shiill coiistitiiU' a (••url nf .linrtois (.f the sai.rComi.anv. and sliall in siuli diivi-tiuu aii.l mana-vnient in all ivsi.cctscciifnnii tlu-nisdves to siuli b.vi'-laws, nilos. (.nlers, annimissioners, factors, bankers, agents, or servants, which shall from time to time be necessary to be em- ployed in the aifairs and business of the said Company ; and to aUow and pay them reasonable salaries or ailowances. and to displace or remove them or any of them as they shall see cause ; and generally to do and act in all nuitters and things whatsoever which they shall judge necessary for the well ordering and managing of the said Com])any and the atfairs thereof; and to do, enforce, i)erform, and execute all the powers, authorities, pro- visions, acts, anf the proprietor so making such default of and in the share or No ailvan- liijri) to III' fiikcii of t'lirfi'ifiirr until tliiity (liiys' not ire lie j^iv" n. 21 Hh.'ues so forfoitoil, sold, and traiisfcMTcfl. and the poison so dislVanc'liisrd, and whose share or shares sliall have been so deelare(l lorfeited and sohl, shall thrreaCler lie disehar;,'ed fVoni all actions, demands, and liabilities of and to the said Company in respeel of such share or shares. Provided always that no atlvantai^e shall be taken of any sneh forleitnre nntil alter thirty days' iiotiee in writing,' shall have been ;;ivcn by order of the court of directors to sneh inenilKT or pro^jrietor, nieiidiers or proprietors, so nenieeting to pay as aforesaid, which notice shall «'ither lie jKTsonally served upon him, her. or them, or lie left at his, her. or their usual or last known place of aliode. And we do, for us, our lu-irs and sueressors, «,'rant and |,J'"^[;;;,'J.';'" declare that these our letters patent or thi; enrollment thereof .shall he in and by all things valid and effectual in the law according- to the true intent aud meaning; of the same, and shall be taken, construed, and adjudged in the most favorable and bencHcial sense for the best advautaj^e of the said Corporation as well in our Courts of llecord as elsewhere, notwithstandini;' any uonreeital, niisreeital, uncertainty, or iniperfiction in these our letters patent, and fnu" will and pleasure is that these ])resents to the Company aforesaid under the Great Seal of the United Kingdom of Great Dritain and Ireland shall 1)e in due manner made aud sealed without line or fee,