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BY LAWS 
 
 - OF THE 
 
 itrathro5 ||aolkn ianufadurfttfl |o. 
 
 (LIMITED.) 
 
 CAPITAL, - 175,000. 
 
 Passed on the First Day of December, 1869. 
 
 Whem:as it is expedient to pass By-Laws foi the 
 elhcient management of the business of the 
 Company, and the making of calls on the Sub- 
 scribed Capital Stock, and for enforcing the pay- 
 ment thereof, according to an instrument exe- 
 cuted by the said Company. 
 
 I. 
 
 Be it therefore enacted that on and after the first 
 day of Deceml)er, 1869, it shall be lawful for the 
 l^irectors of the said Company to authorize a call of 
 ten percent on the aforesaid Capital ; such to be 
 made not oftener than once every two months a 
 notice of which to be sent to each Shareholder not 
 leas than ten days before said calls be.ome due. 
 WM. KERll, JOHN A. SCOON, 
 
 .Secretary. President 
 
 At ameebin? of the Directors of the Strathmy 
 noolJen Manufacturing Company, held in the 
 President's room on Friday, December 17th, 1860. 
 Present-John A. Scoon, W. H. Murray, James D 
 Dewan, A. Johnston, and Alexander Robbs, the 
 
following CotU of By- I.aws was read, approved of, 
 and passed by the meeting, viz : 
 
 Passnl the 11 th day of December, 1869. 
 
 II. — NAME AND SEAL OF THE COMPANY. 
 
 The Corporation shall be known and called by the 
 name of '"j'ue Strati. roy Woollen Manufacturing 
 Company," anl the common feal of the Company 
 shall bear the inscription, "Strathroy Woollen 
 Manufacturing Company (Limited), — Capital 
 $75,000." " . *' 
 
 lil. — PLACE OF BUSINESS. 
 
 The place of business of the Company shall be at 
 the ofHce at the Factory, in Strathroy, County of 
 Middlesex, and Province of Ontario. 
 
 IV. — ANNUAL AND SPECIAL MEETINGS. 
 
 The Annual Meeting of the Shareholders of the 
 Company shall be held in Strathroy on the first 
 Tuesday in Ansiust in each year, at such time and 
 place IS the Directors for the time being shall ap- 
 point, for the election of five Directors and for 
 the transaction of any other business that may law- 
 fully come before such meeting. Special meetings of 
 the Company may be called by the President when- 
 ever thereunto required by not less than five Share- 
 holders, who together shall be proprietors of at 
 least One Hundre«l Shares. Ten days notice of all 
 Meetings of Stockholders shall be given by printed 
 notices mailed (prepaid) by the Secretary to each 
 Shareholder, and such notice shall also be published 
 during the said ten days in two or more newspapers. 
 At all meetings of the Company any member perso- 
 nally or represented by any other member as his 
 proxy duly appointed under his hand and seal, 
 shall be entitled to v >te according to the provisions 
 of the Aft of Incorporation, viz : — one vote for each 
 share. 
 
 ■Y 
 
 ^f\ 
 
J 
 
 ^f\ 
 
 At all meetings of the CoTii[)any five Shareholders 
 at least, must be personally proient tu constitute a 
 quorum, for the transaction of busiuess. 
 
 All meetings of the (yompaiiy may be a<ljourned 
 by the majority of the Shareholders present, and 
 «uch adjourned meeting may take place without 
 further notice. The President, or in his absence one 
 (»f theDirecton, shall preside at all meetings of the 
 Shareholders, or of the Directors, and all votes 
 thereat shall be taken by ballot. 
 
 V. — ELECTION AND DUTIES OF DIRECTORS. 
 
 The affairs of the Company shall be managed by 
 a Board of five Directors, to be elected annually from 
 among the Shareholders at the Annual Meeting, 
 and they shall remain in office and be Directors 
 until their successors shall be elected. A liegular 
 Meeting of the said Board of Directors shall be held 
 on the second Tuesday in each month, at 7 o'clock 
 p.m., in the office of the Company, of which meeting 
 a notice shall be given by the Secretary. Three 
 Directors present shall be a quorum for the trans- 
 action of business at any meeting of Directors. The 
 Board shall have the general control and manage* 
 ment of the affairs of the Company, subject to Act 
 of Incorporation, By-Laws of the Company, and 
 instructions of the Shareholders i.n general meeting 
 assembled. 
 
 They shall render at every Amiual Meeting, and 
 also whenever required by vote of the Shareholders 
 80 to do, an account in detail of the property and 
 affairs of the Company, containing and particular- 
 izing on the one part all the Assets of the Company, 
 and on the other part all its Liabilities, thus ex- 
 hibiting on the one hand the Debts due by the Com- 
 pany, and on the other hand the resources thereof. 
 Aud the said statement shall also exhibit the rate 
 and amount of the last Dividend declared by the 
 Directors, the amount of the reserved profits with 
 an estimate of the loss which *nay probably accrue 
 thei'eon. 
 
They sliall also prescribe the times and modes of 
 maiiing calls upon shares, provided that <luo notice 
 of eacli call be published in two or more newspapers 
 previous to the time appointed for the payment of 
 the same. 
 
 The Directors may declare yearly dividends of so 
 much of the ])rofits of the said Company as to them 
 siiall appear advisable, and such Dividend shall be 
 payable at the office of the Company, and of which 
 they shall giveten days notice, previously, provided 
 always that such Dividend shall not in any manner 
 lessen or impair the Capital Stock of the said 
 Company. 
 
 The Directors may enforce payment of any calls 
 by action in any competent court, after due notice 
 having been given, and personal demand made, as 
 provided by the Act of Incorporation, or they may 
 m their discretion by vote to that eflect, reciting 
 the facts and duly recorded in their Minutes, sum- 
 marily forfeit all unpaid calls ; but any paid call or 
 calls to the amount of one or more shares may re- 
 rnain to the credit of such Shareholder, but all frac- 
 tional amounts of a share shall be forfeited, and the 
 same shall thereupon become the property of the 
 (Company, and may be disposed of or otherwise as 
 they shall ordain. 
 
 VI.— PRESIDENT AND HIS DUTIES. 
 
 The Board of Directors shall annually choose 
 from among themselves a President, and it shall be 
 the duty of the President to preside at all meetings 
 of the Comjiany and of the Board, and to execute 
 all Bonds and Deeds entered into by the Directors 
 of the Company, and to sign all certificates of 
 shares, promissory notes given by the Company, to 
 accept and endorse Drafts, and to endorse Bills Re- 
 ceivable ; and all Notes, Drafts, Bills and Bills Re- 
 ceivable, when signed by the President, and coun- 
 tersigned by the Treasurer, shall always be binding 
 on this Co. without further action by the Diiectors. 
 
 
6 
 
 "i 
 
 i, \ 
 
 M 
 
 Vir. — SEORETARY AND HIS DUTIB8. 
 
 ThQ DirectoFH ahall from time to time appoint 
 a ht ami proiHjr person to he Secretary of tl.c (.\mi. 
 pany, whose duty it shnll be to see that 1 11 necessary 
 books and records of the (Company, includinL' the 
 minutes and procee<lings of the Directory are regu- 
 larly and properly kept, which sliall be subject to 
 exammation of the Shareholders at any meeting of 
 the Company, ft «h)dl al^o be his dutv to call all 
 meetings of the Dimij.any and Directors, and to 
 countcrsi^i all certificates of Shares issued to par- 
 ties holding st(.ck in this Company, and aliso all 
 ^otes, Che(pies, Drafts, Bills, or Hills llec. All 
 monies collected by him as soon us Ihe same shall 
 amount to One hundred dollars shall be paid <»verto 
 the Ireas'r who shall give his receipt for the same 
 
 VIII. — TREASlTRPiR AND HIS DUTIES. 
 
 They shall in a like manner, appoint a iit and 
 proper person to be Treasurer of the Companv. 
 whose duty it shall be to manrige the Financial 
 concerns of theCompany,to court; rsjguaU Cheques. 
 Promissory Notu«, Drafts and Bills receivable, and 
 certiticatea of Capital Stock issued by the Company 
 none of which shall be valid and binding on thir 
 Company, unless so countersigned by the Treasurer 
 of the Company. It shall also be his duty to see 
 that all proper and correct records are kept of his 
 transactions on behalf of the Company. The 
 Treasurer's appointment shall not be deemed com- 
 plete until he shall have given a Bond for the faith- 
 tul dischariie of his duties, in such sum and with 
 such sureties as shall by the Directors be deemed 
 adequate and satisfactorJ^ 
 
 He shall have custody of the Funds of the Com- 
 pany, an:d shall disburse and apppropriate the same 
 under the direction of the Board. 
 
 He shall perform all the duties appertaining to 
 his office, under the direction of the President and 
 Board of Directors ; but no funds shall be with- 
 
6 
 
 drawif except Uy a cheque signed by the President, 
 and countersigned by the Secretary. 
 
 IX. — MANAGER AND HI8 DUTlKil. 
 
 The Directors shall also appoint a Manager, 
 whose duty it shall be to have the general charge 
 and management of all the property and business of 
 the Company. He shall, under the authority of the 
 said Idreotors, mtke all contracts for the proper 
 transactions of the Company, and have 8(»le charge 
 and direction t)f all the employees of the (vompany, 
 being at all times responsible to the Board of Direc- 
 tors for the proper discharge of his (iuties. 
 
 X. — APPOINTMENT OF AGENTS, ETC. 
 
 The Board shall appoint such agents as they may 
 deem necessary for the efficient manag«mient of the 
 Company's business, and shall fix their comi>ensation. 
 
 XI. — EXAMINATION OF ACCOUNTS. 
 
 The Directors shall cause a monthly examination 
 of the Treasurer's accounts with the vouchers there- 
 for, to be made by a Committee from among them- 
 selves, who shall sign a report thereon, upon the 
 minutes of the Board. At the Annual Meetins: a 
 similar examination may be mpde by a Committee 
 of the SharehoMers, should the same be deemed 
 necessr.ry by the meeting. 
 
 XII. — CAPITAL STOCK 
 
 The Capital Stock of the Company shall be 
 Seventy- five Thousand Dollars, in Seven Hundred 
 and Fifty Shares, of One Hundred Dollars each. 
 Certificates oi which duly numbered and signed by 
 the President and Treasurer Mhall be issued to the 
 several Shareholders under the seal of the Company 
 and be duly recorded by the Treasurer upon the 
 first issue, and on every subsequent transfer of the 
 same, but no transfer shall be valid until made in the 
 Books of the Company for that purpose. The form 
 of the certificate shall be as follows, viz : — 
 
^^' , . . NharrH. 
 
 This is to certify that is the 
 
 pronrietor of shares A ihe (;a})ital .>tock 
 
 of the Strathroy Woollen Manufacturing ('(.iii|..niv, 
 subject to the provisions of the Act of Incorpduition 
 and the Hy- Laws of the (Jompany, transferal) c onJy 
 at the office of the Company in the Vu'a e o 
 •strathroy, by the said or his Attoni. y )a 
 
 the surrender of this certificate. 
 In Witness Whereof the President and Se notary 
 liave hereunto affixed their signatures, und the 
 Oori)orate Seal of the ('ompany this 
 day of One Thousand Eight Hundred ami 
 
 Presiden'. 
 Secretary. Treasurer. 
 
 XIII — TRAKSFERRING. 
 
 No share shall be transferable until all j-revious 
 calls thereon shall have been fully paid up, <>?• until 
 declared forfeited for non-payment of callw tker^on, 
 or sold under execution. 
 
 The form of the Transfer to be made in the books 
 of the Company shall be as follows, viz : 
 
 No. Strathroy, 18 
 
 For valuable consideration rrcei/ed, I do 
 h*ireby transfer, assign and set over unto all 
 
 my Right, Title and Interest in shares of the 
 
 Capital Stock of the Strathroy Woollen Manufactur- 
 ing Company, standing at the present time on the 
 Booksof the Company in name. 
 
 XIT. — LIABILITY OF SHAREHOLDERS. 
 
 The Shareholders of the Company shall not be li- 
 able as such or held responsible for any act, default, 
 or liability whatsoever of the Company, or for any 
 engagement, claim, payment, loss, injury, tran^-act- 
 ion, matter or thing whatsoever related to or con- 
 nected with the Company beyond the amount of 
 their respective shares in the Capital Stock tb Teof. 
 
r.4 
 
 8 
 
 XV. 
 
 No Shareholder being in arreavws in respect of any 
 call shall be entitled to vote at any meeting of tke 
 Company. 
 
 XVI. 
 
 The said Company may purchase its own fcjtock, 
 hold it unextinguished, and sell and reissue the 
 same in the manner and under such terms as the 
 Directors may deem fit, and no transfer of any share 
 or shares shall be \alia until first made known to 
 the President of saivl Company, who, with the ap- 
 proval of the Board, siiall on behalf of the said Com- 
 pany either give a \A'ritter consent to the same, or 
 take and purchase the said share or shares on the 
 same terms within twenty-four hours from notice. 
 
 xvii. 
 
 Two separate accounts shall be kept, the one 
 termed Construction Account, showing the Expen- 
 diture for Buddings, Machinery Plant, &c., the 
 other termed Working \ccount, showing the actual, 
 in th . carrying oa of" the Manufacturing, and all 
 Expenses attending Sales, Agencies. &c. 
 
 XVIII ORDER OF BUSINESS. 
 
 The following Order of Business shall be obsei*ved 
 
 at all Meetings of Shareholders ?.nd of Directors : — 
 
 1 St. —Beading and Confirming Minutes of Pro- 
 ceeding Meetings. 
 
 •2nd. —Receiving Reports of Directors or of Com- 
 mittee r. 
 
 3rd. — \ppointment of Auditors. 
 
 4 th.- Cjmmunications addressed to the Board and 
 its Officers. 
 
 5th. — Passing Accounts. 
 
 6th. — Deferred or unfinished business. 
 
 7th. — New business. 
 
 8th. — Election of Directors. 
 
 9th.— Election of Pres't and appointment of OflPcers. 
 
 JOHN A. SCOON, President. 
 WM, Ki^ER, Sec'y,