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 J. A A. UomX^UXTB STEAM PSBSfl» 78 BtlNCfi WM. STBB8T. 
 
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 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.