^. ?$►.*:. IMAGE EVALUATION TEST TARGET (MT-3) 1.0 I.I 11.25 LilM |2.5 ui liii 12.2 fu 136 iiii IX m Riotographic Sciences Corooration 33 WIST MAIN STRICT WMSTIR.N.Y. USaO (716) 872-4S03 ^ iV >\ k 4>^ \\ lb 6^ l/j CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques Technical and Bibliographic Notaa/Notaa tachniquas at bibliographiquaa Tha Instituta haa attamptad to obtain th« baat original copy availabia for filming. Faaturaa of thia copy which may ba bibliographically uniqua, which may altar any of tha imagaa in tha raproduction, or which may significantly changa tha usual mathod of filming, ara chacfcad balow. D D D D D D Colourad covars/ Couvertura da coulaur I I Covars damaged/ Couvartura andommagte Covars rastorad and/ or laminatad/ Couvartura rostaurM at/ou pailicuMa n~| Covar titia miaaing/ Le titra da couvartura manqua □ Colourad mapa/ Cartas gtegraphiquaa an coulaur Colourad ink (i.a. othar than blua or b(ack)/ Encra da coulaur (i.a. autre que bteue ou noirel r~1 Coloured plates and/or illustrations/ Planchaa at/ou illustrations en couleur Bound with other material/ RelM avac d'autras documents Tight binding may cause shadows or distortion along interior margin/ Lareliure serrie peut cauaer de I'o^bre ou de la dietorsion le long da la marge intirieure Blank leaves added during restoration may appear within the text. Whenever possible, these have bean omitted from filming/ II se peut que certainaa pages blanches ajouties lore d'une restauration apparaiaacnt dana le texte, maia, lorsque cela italt possible, ces pagea n'ont pea itA fiimiea. Additional comments:/ Commentairea supplAmentairas: L'Institut a microfilm^ la mailleur axamplaire qu'il lui a it* possible de se procurer. Las details de cet exemplaira qui sont paut-Atre uniques du point de vue bibliographiqua. qui peuvont modifier una image reproduite. ou qui peuvent axigar una modification dans la mithoda normale de filmage sont indiquis ci-dessous. □ Coloured peges/ Pagee D Pagee de couleur Pagea damaged/ Pagea endommagies Pages restored and/oi Pages restaurtea at/ou pellicul^s Pagea discoloured, stained or foxe< Pages dicolories, tachatAas ou piquies Pages detached/ Pages ditachtes Showthrough/ Transparence Quality of prir Qualiti inigaia de I'impression Includes supplementary materii Comprend du metiriel supplimentaire Only edition available/ Seule Mition disponible r~~1 Pagea damaged/ r~l Pages restored and/or laminated/ r~*^ Pagea discoloured, stained or foxed/ r~l Pages detached/ r~T| Showthrough/ nn Quality of print varies/ rn Includea supplementary material/ r~| Only edition available/ T» to Pages wholly or partially obscured by errata slips, tissues, etc.. have been refilmed to ensure the best possible image/ Lea pagea totalement ou partiallemant obscurciaa par un feuillet d'srrata. una pelure. etc.. ont ttt filmies A nouveau de faqon A obtanir le meilleure imege possible. T» P( of fll Oi b4 th sii 01 fii si( 01 T» sl^ Tl w M dii er bfl ri| re mi This item is filmed at the reduction ratio checked below/ Ca document est filmi au taux de rMuction indiqu* ci-dess9us. iOX 14X 18X 22X 26X 30X y n 12X 16X 20X 24X 28X 32X Th« copy filmtd h«r« hM b««n raproducad thanks to tha ganarosity of: Niw Brunswick MuMum Saint John L'axamplaira filmA fvt raproduit grica i la g^nirosit* da: N«w Brunswick IMuseum Saint John Tha imagaa appaaring hara f tha baat ouallty posaibia considaring tha condition and lagibiiity of tha original copy and In kaaping with tha filming contract spacificationa. Original copias in printad papar eovars ara filmad baginning with tha front eovar and andiiMl on tha laat paga with a printad or iliuatratad impraa> sion, or tha back covar whan appropriata. All othar original copias ara filmad baginning on tha first paga with a printad or illustratad impraa- sion, and ending on tha laat paga with a printad or illustratad impraaslon. Tha iavt racordad framo on aaeh microfieha shall contain tha symbol — ^ (moaning "CON- TINUED"), or tha symbol ▼ (moaning "END"), whichavar appliaa. Laa imogaa suhrantaa ont *ti raproduitas avac la plua grand soln, compta tanu da la condition at da la nattat* da l'axamplaira film*, at an eonformiti avac las conditions du contrat da flimaga. Laa axamplalras originaux dont la couvartura an papiar ast Imprim^a aont filmis an commen^nt par la pramlar plat at an tarminant soit par la darni^ paga qui comporta una amprainta d'impraasion ou d'iilustration, soit par la sacond plat, salon la caa. Tous laa autras axamplalras originaux sont filmis an commandant par la pramlAra paga qui comporta una amprainta dlmprassion ou d'iilustration at •n tarminant par la darniAra paga qui comporta una talis amprainta. Un daa symbolaa suhrants apparaltra sur la damiAra imaga da chaqua microfieha, salon la caa: la symbols -^ signifia "A SUIVRE", la symbols ▼ signifia "FIN". Mapa, plataa, charts, ste., may ba filmad at diffarant reduction ratioa. Thoaa too larga to ba entirely included in one expoaura are filmad baginning in tha upper left hand comer, left to right and top to bottom, aa many framee aa required. The following diagrama illustrate tha method: Lee cartaa. planches, tableaux, etc.. peuvent itre filmte i dee taux da rMuction diff Grants. Loraqua la document eat trop grand pour Atre reproduit en un seul cliche, ii eat film* A partir da Tangle sup4rieur gauche, do gauche A droite, et da haut en baa, an prenant la nombre d'imagea n^cassaire. Las diagrammes suivants iilustrent la mAthoda. 1 2 3 1 2 3 4 5 6 it B'iV pP^x ^^r^ fmm Amm mmy&i^jm^s, Aimr'9te0 m, J is ' J. A A. UomX^UXTB STEAM PSBSfl» 78 BtlNCfi WM. STBB8T. ,:',■■■ tif','!'firt'B.;;n,;W.;r. B» Hi ■mm^ (^:^^'^'^ f^c r THE ACT OF INCORPORATION, AND THE I5Y-LATVS OF THE t. mm% '^ii^\m\^ C0. (LIMITED). ST. JOHN, N. B. : J.& i. McMillan's steam pbess, 78 pbince wm. street. 1873. N - LAWS OF NEW BRUNSWICK, 1873. AN ACT TO INCORPORATE THE SAINT GEORGE RED GRANITE COMPANY, (Limited). Sec. Sec. 1. Com pan r incorporated. 2. Capital Stock. 3. Office of Company for gen- eral aifairs, wnere eituate. 4. Office must be kept either in Saint John or Saint George. 5 Calls, bow levied and collected. fi LiabilitT of shareholders ; proviso. 7. Value of lands required, by whom appraised and valued. 8. Where Company may build rail- ways, Ac, subject to certain re- gulations of Sessions. 9 Property of Company exempt from taxation for three Teai"s. PasseAl \Uh April, 1873. Be it enacted by the Lieutenant Governor, Legislative Council and Aasemhly a^folloivs: — 1. That Peter Cormack, James I. Fellows, Isaac incorpontion. Burpee, Stephen S. Hall, Gharles H. Fairweather, and John P. C. Burpee, their associates, successors and assigns, are hereby constituted a body politic and cor- porate, by the name of " The Saint Greorge Red Granite Company," for the purpose and with the power of pur- chasing, holding, leasing and selling granite lands and mineral rights, and of quarrying and manufacturing red granite and all kinds of stone ar.d minerals in the County of Charlotte, and purchTsing*, holding, using, Keliing and conveying real estate, machinery, vessels, vehicles, and any other property required for construct- ing, holding and operating roads, railroads and tramways for the transportation of red granite and other sub- stances and supplies to and from the quarries and works, and using the same for the purposes aforesaid, and all other purposes for which roads, railroads and tramways may be used, and of acquiring, purchasing, constructing, hiring or holding such wharves, water lots, docks and piers, as may be deemed necessary or proper for the working of their quarries, the storing and shipment of stone and other substances, or for the protection and safety of shipping, and constructing a«d*holding dwell- ings, and other works and buildings for the employes of the Company, and of doing all other things which the Company may deem essential or conducive to the foregoing purposes, or any of them ; a:nd the said Com- pany shall have all other the powers, rights and privi- leges made incident to a Corporation by any Act of Assembly of this Province. _, . , 2. The capital stock of the Company shall be sixty api oc . ^jjQ^gg^jjj dollars, in shares of not less than one hundred dollars, which shall be personal property, transferable and assignable as such, by assignment recorded in the books of the Company; and the Company shall have power to increase their capital stock to any sum not exceeding five hundred thousand dollars, by the issue of new shares, on a vote of a majority in interest of the stockholders ; the Company may issue stock in payment for lands, mineral rights, or other property or purposes, on such terms as the Directors may deem best, and ^. such stock shall be considered full paid up stock, as if paid for in money ; the Company may also issue bonds Sonde. bearing interest in such form and for such amounts, and payable at such times and places as the Directors from time to time may appoint and direct, and the same shall be signed by the President, and shall have the corporate seal attached or affixed thereto, provided that such bonds shall not exceed two thirds the amount of the paid up capital of said Company ; and the said bonds shall form a first charge on the lands, property, stock and franchises of the said Company. Office. Board of Directors. 3. The Office for conducting the general affairs of the Company shall be at Saint John, or such other place in New Brunswick, England, or the United States, as may be deemed expedient by the Company ; the Board of Directors shall consist of not less than five or more than seven, as may be determined by the by-laws of MIH 5 the Company, und they shall be chosen annually ; but should the Company fail to elect Directors on the day appointed, those previously elected shall continue in office until succeHsors are chosen and accept office in t their stead ; any vacancy in the Board of Directors caused by death, resignation or otherwise, may be filled for the resitlue of the term by appointment made by the remaining members of the Board. 4. The Company shall keep an office in this Pro- j^ ^ vince, either in the City of Saint John, or in the Parish of 8aint George in the County of Charlotte, and an Agent there for the transaction of business connected with the Company, service on whom of all processes, notices and other documents shall be deemed sufficient service upon the said Company. 5. The said Company shall have power to levy and CalU. collect calls upon the shares from time to time of such sums of money as may be deemed necessary for carrying on the business of the siid Company, in all not exceed- ing the nominal value of the shares ; and whenever any call shall be made by the stockholders or Directors of the said Company, it shall be the duty of the Treas- urer to give notice thereof in one or more newspapers printed in the City of Saint John, requiring payment of the same within thix ty days, and if any stockholder shall refuse or neglect to pay the amount of such call upon his shares at the time prescribed, he may either be sued for the same in any competent Court, or the Treasurer may proceed to advertise all such delinquent's shares for sale at public auction, giving at least thirty days notice of the time and place of such sale : and Forfeiture, all shares upon which the call is not then paid, with interest from the time such call became due, shall be sold to the highest bidder, and after retaining the amoimt of such call and interest due on each share, and the expense of advertising and selling, the residue (if any) shall be paid over to the former owner, and a new certificate or certificates of the shares so sold shall be made out and delivered to the purchaser or purcha- sers thereof. 6. No member or stockholder of the Company shall Limited li»- be liable in his person or separate estate for any debt bility. n or obligation of the Company, or for any further, greater or other sura than such as may remain unpaid on the shares taken or held by him, unless he shall have ren- f dered himself so liableby lecomirg n'lety for any such debt or obligation ; but no stockholder who may have transferred his interest in any share or shares taken or held by him, shall by such transfer cease to be liable for or upon any debt, obligation or contract incurred or made prior to the date of such transfer, to the extent of any amount remaining unpaid on such share or shares, provided that any action or suit in respect of such liability shall be taken and commenced within six months from the date of stich transfer. Prooaedinffs to 7. Whenever for the purposes of the said Company obUin lands. Uinds or rights of way contiguous to the quarries or other property of the Company may be requisite for the laying, construction or erection of any road, railroad or tramway, or of any building, wharf, dock or other place for storing or shipping the stone or other minerals dug, quarried or manufactured by the Company, and no agreement for the purchase of such la::d8 or rights of way can be made with the owner or owners thereof, the said Company or the Directors thereof may apply to a Judge of the Supreme Court by petition, with a correct plan of the premiges in question thereto annexed, on oath, praying a conveyance of such lands or rights of way; and such petition shall set forth by metes and bounds the nature, situation and quantity of the lands or rights of way required, the names of the owners and occupiers thereof, and any further particulars which the case may require ; whereupon, if the Judge be satisfied that such lands or rights of way, or any part thereof, are actually required for carrying out the purposes and operations of the said Company, he shall appoint a time and place for the consideration of such petition, and direct notice of the object of such application to be given to the owners and occupiers of such lands, either if practicable by personal service, or if not, by publica- tion thereof for at least two weeks in a newspaper pub- • lished at the City of Saint John, and one published in the County of Charlotte, requiring them to attend at the time and place appointed to shew cause why an order for such conveyance should not be made ; and at such time and place the Judge may either proceed at once to order the parties interested to make all neces- sary conveyances upon such terms as he may see fit to order and direct, or if he deem it necessary to order that the lands or rights of way so required be examined and surveyed by appraisers to be by him appointed, of whom one appraiser shall be named by the petitioners, one by the respondents, and the third by the Judge ; or if the respondents do not appear, two of such appraisers shall be named by the Judge, due proof being furnished to him of the due service or publication of said notice ; the appraisers so appointed shall forth- with proceed to examine and value the lands or rights of way so required, to ascertain the necessity for them, and the quantity of land required, and in their valuation they shall not take into account the enhanced value of any such lands and premises by reason of the operations of the said Company, or of any discovery by them upon their own lands of minerals, ores or other metallic sub- stances, or any further works or operations by them contemplated ; and the valuation of such appraisers or any two of them shall be returned in writing and upon oath to such Judge as soon as may be ; whereupon the said Judge shall fix a time and place for hearing such award or valuation, of which all parties shall have due notice either by their attorneys or as aforesaid, and at the return of such notice, and upon hearing all parties interested, the said Judge shall have power to alter, modify, approve or reject such valuation, and in case of rejecting the same shall proceed as before to the appointment of other appraisers, and so on as often as the case may happen ; if the valuation be approved or modified, the Judge may make such order in the pre- mises as to the payment of costs and awards, and the mode of conveyance of such lands or rights of way, as he may deem expedient, and auy conveyance made under such order shall be registered in the County in which the premises conveyed shall be, and have the same operation and effect as if made by the owner or owners of the fee to the said Company. 8. The said Company may, when required, make -jjj jj^ or construct a railway or tramway over and across any roads in the line of the projected railroad or tramway, B acrose. 8 Hcemption from Taxes. and over any brooks, streams or rivers on public lanrk, subject nevertheless to regulations to be made by the Court of Sessions or Municipal Corporation of the County for the protection and safety of the inhabitants and their property, and the preservation of public and private rights ; and may build, erect and luake harbors, pierb, oreak waters and shipping places for granite or other productions of the ^aid Company, upon any land owned or lawfully held by the Company, or acquired under this Act, or upon the shores of the harbor or other lands of the Crown above or below low water mark, license therefor having been first duly applied for and obtained from the Governor General of Canada, or the Lieutenant Governor of New Brunswick in Council, as rtjquisite. 9. All property and shares of th'^ said Company shall be exempt from taxation of any kind for the period of three years from the passing of this Act. !i k ^ BY-LA.TV^S. B Y-LAAV^S OF TIIR SAINT GEOBIi£ BED dMNITE COHFANY, Aa Amended and Adopted at an adjourned Special Meeting of the said Company, held at Saint John, iV. 5., on the second day of June, A. D, 1873. 1. The Annual Meeting of the Company shall be^^^^^^^ lield on the second Tuesday of December in each year, Meeting, at such hour and place as the Directors may appoint. The Office for conducting the general aifairs of theQ^^^^^ Company shall be located in Saint John, N. B., or such Company, other place in New Brunswick, England, or the United States of America as the directors may hereafter appoint. 2. The Officers of the Company shall be seven Directors, of whom one shall be President, a Treasurer Officerfr— and a Secretary. The Directors shall be chosen by the °^ stockholders at each Annual Meeting. The President shall be chosen by' the Board of Directors from among their number, at their first meeting after their election, which may be on the same day as the day of their election, or at any adjourned meeting thereof. The Treasurer and Secretary shall be appointed by the Board of Directors, and shall hold office during pleasure. The office of Treasurer and Secretary may be held by the same person. The Directors shall have power to fill any vacancies occurring among tlie officers of the ^'''^"fllf'T^ Company, and the officers so elected by them shall hold °^ office until the next annual meeting, or until others are chosen and accept in their stead. 3. The President shall preside at all meetings of President, the Company and of the Directors, but in event of his absence, re^gnation or inability to attend, a chairman p)'o tempore may be appointed. 12 Treasurer. Bank Account. Cheques. Receipts. Statement of Account. Bonds of Treasurer. Secretary. Correspond- •ence. 4. The Treasurer sliall have the custody of all valuable papers an 1 documents of the Company, subject at all times to the inspection and control of the Direc- tors. He ehall make his cash deposits in the Bank of British Nortli America, or such other Bank or Banks as the Directors may appoint, as the money is received, and his Bank account shall be kept in the name of the Company, and all cheques to draw the same shall be sign- ed by the President or two Directors, and countersigned by the Treasurer. He shall sign receipts and acknow- ledgments for all moneys and other property of the Com- pany that may come into his hands. He shall also render a full and particular statement of his cash account, accompanied with vouchers, at every Annual Meeting of the Company, and quarterly, or as often as the Direc- tors may require, for the Board of Directors, showing the condition of the Company's financial affairs; and a similar account at any Regular Meeting of the Stock- holders, and shall perform all other duties appertaining to the office of Treasurer. He shall give bonds, with surety or sureties satisfactory to the Directors, and in such sum not less than Ten Thousand Dollars, as they may reasonably require for the faithful perform- ance of his duties during his continuance in office. 5. The Secretary, who may also serve as Treasurer, shall, duly notify all meetings of Stockholders and of the Board of Directors, and shall record the proceed- ings of the same in a book to be kept for that purpose. He shall always prepare and keep proper books of account for the business of the Company — a Stock Ledger, Transfer Book, and such other books and papers as the Directors or Stockholders may prescribe, and shall cancel and carefully preserve the Certificates of all Stock transferred, and conduct the correspon- dence of the Company under the instructions of the Directors ; all of which said books, papers and corres- pondence shall be the property of the Company, and kept in the office of the Company, and considered in his possession and under his charge, but open to the inspection of the Directors at all times, and to the Stockholders at any of their Special or Regular Meet- ings. He shall countersign and register all Certificates of Stock and other documents requiring the signature 13 * of the President, keep a complete list of "the StockhoW- j^^^ ^^ ers, and generally shall perform such services and duties stockholders, as usually appertain to his office in a corporate body ; and in event of his absence or inability to attend any meetings of the Company or of the Board of Direc- tors, a Secretary pro tempore may be chosen. 6. The Corporate Seal of the Company shall be a circle bearing the name of the Company and the year 1872, of which seal the Secretary shall have the custody. 7. . The Stock Certificates shall be numbered and gtQg]^ registered in the book from which they are taken as Certificates, they are issued, and shall exhibit the holder's name and the number of shares. Each holder of Stock shall be entitled to a Certificate or Certificates of his or their Shares therein upon the full payment of the par value of each Share, sealed with the Seal of the Company, signed by the President and countersigned by the Sec- retary, in the following form, to wit : No. .Shares. The Saint George Red Granite Company. Capital Stock $300,000. Shares $100 each. This Certifies that is the proprietor of Shares of the Capital Stock of The Saint George Red Granite Company subject to the Rules, Regulations and By Laws of the said Company, the Laws of New Brunswick, and those in Force within the same; and that the whole or any number of such Shares are transferable only by the Proprietor or his lawful Attorney by assignment of this Certificate endorsed thereon, record thereof being made in the Transfer Book of the said Company; and in no case shall the transfer be complete until surrender of this Certificate. Witness, the Seal of the Company at Saint John, New Brunswick, Dominion of Canada, this day of , A.D. 18 , Secretary. , President. On the reverse of which certificates shall be the following transfer : Transfers. For value received hereby sell and transfer to of shares in the within described Capital Stock of The Saint George Red Granite Company, numbered Dated this day of A. D. 18 Such transfer shall be valid and binding upon the Company only after the same shall be entered on the Transfer Book of the Company, and not bcii .e. The ^"''^'fer Book. u President's signature. No further calls. Forfeiture, Stock to pay for property, Directors. Montbly Meeting of Directors Special Meetings of Directors. Transfer Book shall be kept by the Secretary, and shall state the number of Stock Certificates so transferred, with the number of shares, date of issue, date of trans- fer and to whom transferred, and this book shall be open at all times to the inspection of the stockholders. A stock certificate may be cancelled, and two or more new ones issued in its place, of which both the Trea- surer and Secretary shall keep a record, provided that no stock certificate shall be issued for less than one share. The President shall keep a record giving full particulars of all certificates signed by him. After the issue of such stock certificates no further call for pay- ment on account of such share or shares shall be made against the holder or holders thereof. 8. In case of failure by any applicant for shares to pay any instalment thereon within thirty days after the period fixed for payment of such instalments by his application, the Directors shall have power to sell the said share or shares, applied for as the property of the Company, and in such case all ii mounts previously paid by the applicant shall be forfeited unless the said share or shares shall, on such sale, produce the full par value thereof. 9. The Directors may issue and allot stock certi- ficates in payment of the purchase money of raining leases, mining rights and property, and also for pre- liminary expenses already incurred, and the expenses of selling and disposing of the working capital shares, and may also issue and dispose of stock certificates on the best terms they can procure for raising working capital from time to time, in all not exceeding in amount the full capital stock of the Company. 10. The Directors shall have the general supervision and control of the affairs of the Company. They shall, without special notice, meet regularly at the office of the Company once a mouth, on a day to be fixed froiu time to time by the Board ; and they may hold special meetings as thev deem needful, of which the Secretary shall give each Director notice. The Secretary shall notify meetings of the Directors upon the request ot any two of them. At all meetings of the Board three Mioriini. 15 shall form a quorum. The Directors may appoint suchg^ agents, managers or superintendents as they may deem best, and may make arrangements for the compensation ^ ^^ ^^ .._ of the Treasurer, or any other officer or person employed, How appoint- as they shall deem right. The Directors from time to ed and paid, time may declare a dividend from the net profits of the Dividends. Company, reserving each year five per cent, of such net profits as a reserve fund for contingent expenses, pro- Reserve Fund, vided such per centage so reserved sliall nT>t exceed Ten Thousand Dollars in any one year. 1 1 . Special meetings of the Company may be order- Special ed by the Directors as often as they shall deem fit, and Meetings, they shall order the same upon the written application of persons owning one quarter of the shares of said Company. All such meetings shall be held at the Where heiti. office of the Company, and the Secretary shall give notice of every annual or special meeting by depositing ^^^^.^ °* a written or printed notice thereof, two weeks before ®* '"^'' each meeting, in the post-office, prepaid, to the address of each stockholder, according to the stock records of he date of call, and by publication, at least two inser- tions of the same for two weeks in a newspaper printed in St. John. The Secretary shall record the date on which he so deposits and publishes such notice in the Kecord Book of the Company, and such record Quorum, shall be conclusive evidence of the fact. At any such meeting, seven stockholders holding or representing in person or by proxy a majority of the shares of the Company, shall constitute a quorum for the transaction of business, and such meetings may from time to time be adjourned without further notice. Stockholders may vote by proxy, appointed in writing. Proxies, or by telegraph, and each share shall count one vote. Votes. 12. The Directors shall cause to be made out each^^nual year an account up to the Slst October, showing all Report, the receipts and expenditure of the Company for the year ending that day, the value of balances, buildings, machinery, plant, coal, land, and other property of tlie Company at that time on hand, and the probable cost of the works at that time undertaken, or proposed to be undertaken immediately, and this report shall be read at the annual meeting of the ('Orapany, and shall 16 Auditors' Report. Amendments. lie accompiinied by the report of two Auditors appoint- ed by the shareholders at the previous annual meeting or at a special meeting. 13. The By-Laws of the Company may be ;rttered at any annual meeting or at any special meeting, in a call for which notice is given that an alteration or amendment of the By-Laws will be proposed; but it shall not be necessary in such notice to state the particulars of such amendment.