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Maps, plates, cherts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure ere filmed beginning in the upper left hand comer, left to right end top to bottom, es meny frsmes es required. The following diagrams illustrate tha method: Lea cartes, pisnches, tableeux, etc., peuvent Atre filmAs A des teux de rAduction diffArents. Lorsque le document est trop grsnd pour Atre reproduit en un seul clicliA, 11 est filmA A partir de I'engle supArieur geuche, de geuche A droite, et de haut en bas, en prenent le nombre d'images nAcesseire. Les diegrammes suivants iilustrent la mAthode. ata lure. : 2X 1 2 3 1 2 3 4 5 6 ]^ -^- ■'^- -♦ ^K BY-LAWS AND REGULATIONS A OP THE BELVIOERE MINING AND SMELTING COMPANY. yilontrcul : PRINTED BY JOHN LOVELL, ST. NICHOLAS STREET 1866. -=^=- - ^a- <:$; BY-LAWS AND REGULATIONS OF THE BELVIDERE MINING AND SMELTING COMPANY. pontrtal : PRINTED BY JOHN LOVELL, ST. NICHOLAS STREET. 1866. o.t BY-LAWS. ART. I. — OPPICB OF THE COMPANY. The principal oflSce for the transaction of the business, and general direction of the affairs of the Company, shall be situated in the city of Montreal. But the Company may establish any place or places of business in Great Britain or in the United States of America. * ' ART. II. — MEETINGS OF THE STOCKHOLDERS. ?; 1. The annual meeting of the Stockholders for the election of Directors, and such other business as may properly come before it, shall be held at the Company's office, in the city of Montreal, on the first Wednesday in the month of February of each year. 2. Fifteen days notice of such meetings, as well as of all special meetings of the Stockholders, shall be given in the Canada Gazette, in some newspaper published in the District of St. Francis, and also in one or more newspapers published in the city of Montreal. - 3. The chair shall be taken at such hour as may be appointed by the notice ; and the ballot-box shall continue open for two hours from the commencement of the meeting. 4. Special meetings of the Stockholders may be called as often as the Board of Directors may deem expedient. Such meetings may also be called on the written request of any number of Stockholders, holding at least one-tenth part of the capital stock of the Company. The notice convening such meeting shall state the object for which such meeting is called. No subject, not specified in such notice, shall be con- sidered at such meeting, except by the unanimous consent of all the Stockholders present. 5. Any special meeting may be adjourned to a future day, if judged necessary. ART. III. — VOTBS. At all meetings of the Shareholders, each share of stock shall be entitled to one vote, and may be voted upon by the holder in person or by proxy.* All proxies shall be filed with the Secretary at or previous to the day of meeting. At all meetings and on any question, whenever the same shall be demanded by three Stockholders, the vote shall be by shares. All proxies must be held by Stockholders of the Company. All decisions shall be by a majority of shares present or represented when the vote by shares is taken. ART. IV. — BOARD OF DIRECTORS. 1. The Board of Directors shall consist of seven Stock- holders to be chosen annually by bahot, who shall continue in office until their successors are chosen. They shall choose from among their number a President and a Vice-President. 2. Every Stockholder having two hundred 8hare8,upon which all calls shall have been paid, shall be eligible as a Director. 3. At all meetings of the Board four shall be the quorum. * Which proxy shall be in the following form: I hereby appoint A.B., of C, a Shareholder in the Belvidere Mining and Smelting Company to be my proxy, and as such proxy to vote for me at all meetings of the Shareholders of the said Company ; and generally to do all that I could myself do as a Shareholder, if personally present at any such meeting. D. E. Signature, 4. Meetings of the board, unless otherwise provided for, shall be called by the Secretary, whenever directed by the President, or requested in writing by three Directors. 6. The Board of Directors shall have the general control and management of the business affairs and property of the Company. They shall have power to appoint and employ such officers and agents as, in their judgment, the interest or business of the Company may from time to time require, to fix their compensation and define their duties. 6. Should any vacancy occur among the Directors by death, resigtiation or permanent removal out of the province, such vacancy may be forthwith filled up, until the next gen- eral meeting of the Stockholders, by the remaining Directors, who shall choose and elect out of the qualified Stockholders,one or more, as the case may be, to fill the vacancy or vacancies which may have occurred as above — and such Stockholder shall take his seat as a member of the Board of Directors, and exercise the same rights and powers as he could have done had he been elected at a general meeting of the Stockholders. 7. The Directors shall render an account at every annual meeting of the Stockholders, shewing in detail the situation of the property and financial affairs of the Company ; and they shall render a similar account at any regular meeting of the Stockholders, when required by a vote thereof to do so — and generally they shall have power to do all such acts and to adopt all such measures, not inconsistent with the charter and by-laws of the Company, as they shall deem best calculated to promote the interest of the Stockholders. 8. At all meetings of the Board the following shall be the order of the business : Reading minutes of Iho preceding meeting. Reports of Committees. Reading Communications addressed to the Board or its officers. Deferred or unfinished business. New business. •..::': Adjournment. : ART. V. — PRESIDENT AND VICE-PRESIDENT. 1. It shall be the duty of the President to preside at all meetings, both of the Stockholders and of the Board of Direc- tors ; to carry out the instructions and resolutions of the Board to the best of his ability ; to have a general supervi- sion of the officers and business of the Company ; he shall sign all certificates ol stock, and other necessary papers, and in general perform all the acts incidental to such corporate office. 2. In case of his absence, resignation, or death, the Vice- President shall discharge all the duties of the President. 3. In case of a like disability on the part of the Vice- President, the Board may appoint a President "pro tern." who shall discharge the duties of the President. ART. VI. — SECRETARY AND TREASURER. A Secretary and Treasurer, who may be one and the same person, shall be appointed by the Board of Directors, who shall fix the salary or compensation of such officer or officers. 1. — Dutiet of Treasurer. 1. The Treasurer shall have control of all funds of the Company until the same be divided or appropriated by the Board of Directors. He may be required to give bonds in such sura, with such sureties as the Board of Directors may deem adequate for the faithful performance of the trust. 2. He shall make his deposits in such bank as the Board may appoint, and his bank account shall bo kept in the name of the Company. 8. He shall sign receipts and acknowledgments for all moneys, and other property of the Company, which may come into his hands ; and disburse and appropriate the same only under the direction and with the sanction of the Board of Directors. 4. He shall countersign all notes on time, or otherwise, to be given by the Company in its dealings, which notes shall be signed by the President. He shall indorse, for collection or discount, or other disposition, all notes, drafts or acceptances belor\ging to the Company. 5. He shall render full and particular statements of his cash account, accompanied by vouchers, at every annual meeting of the Company or whenever required by the Board. 6. He shall countersign and register all certificates of stock, which shall be signed by the President. 2. — Dutie$ of Secrttary. 1. It shall be the duty of the Secretary to prepare and keep proper books of account, a stock ledger, transfer book, and such other books and papers as the Board of Directors may prescribe. 2. He shall duly notify the Stockholders and Board of Directors of all meetings, and shall record the proceedings of the same in a book to be kept for that purpooe. 8, He shall conduct the correspondence of the Company, under the instructions of the Board of Directors, and all books, papers and correspondence shall be kept in the office of the Company, and be considered in his possession and under his charge, but open at all reasonable hoUrs for the inspection of the Stockholders and Directors. i 8 4. He shall generally perform such services and duties as usually appertain to his office in a corporate body, and are required by the provisions of the corporative act. ART. VII. — CERTIFICATES OP STOCK. 1. Certificates of stock, signed by the President and Trea- surer, shall be handed to the Stockholders when required. 2. The certificates of stock shall be numbered and regis- tered as they are issued, and shall exhibit the holders' names * and the number of the shares. Certificates of stock should be in the following form : " This is to certify that is the proprietor of " shares in the capital stock of the Belvidere Mining and " Smelting Company, transferable in its books at Montreal " upon the surrender of this certificate." " Given under our hands, at Montreal, this day of 18 . President. Treasurer. pany " No transfer is valid until made on the books of the Com- ART. VIII. — TRANSFERS. 1. Transfers of stock shall only be made on the books of the Company, in the presence of the Secretary, or other autho- rised officer or agent of the Company, either by the holder in person or by attorney, but not until the scrip therefor shall be sun'ended. *?. Transfers of stock shall be made in the form following : I of for value received from of do hereby bargain, sell, and transfer to the said shares of the stock of the Belvidere Mining and Smelting Company, to hold to him the said his heirs. % executors, curators, administrators, and assigns, subject to the same rules and orders and on the same conditions that I held the same immediately before the execution hereof, and I, the said do hereby agree to accept of the said shares subject to the same rules, orders, and conditions. Witness our hands and seals, this day of in the year 18 Signature Signature 3. No transfer of stock shall be valid as between the Com- pany and the proprietor thereof until the same shall have been recorded in the books of the Company, and the scrip certifi- cate held by the transferer shall have been surrendered to the Company ; and no transfer of a share or shares shall be recorded in the books, nor in any way recognised by the Com- pany, until all calls due (with interest thereon, if any,) shall have been paid, except in the case of shares forfeited for non- payment of calls. ART. IX. — CALLS. 1. Whenever the Directors shall see fit to make a call upon that portion of the stock of the Company, which shall not have been paid in full, notice of such call shall be given by advertisement in the Official Gazette, and in one or more of the newspapers published in the city of Montreal, and such advertisement shall state the amount of such call, also the place and time of payment, which shall be at least thirty days subsequent to the first insertion of such notice. 2. Should any Stockholder refuse or neglect to pay such call on his, her, or their shares at the time required by public notice as aforesaid, it shall be lawful for the Directors (without any previous formalities, other than thirty days of public notice of their intention, and a written notice addressed 10 through the post office to the party in default or his repre- sentative, at their domicile, as mentioned in the books of the Company, but without the Company being responsible for any error or other cause from which such notice might not have reached the interested parties), to sell at public sale at the office of the Company, the said shares, or as many of the said shares as shall, after deducting the reasonable expenses of the same, yield a sum of money sufficient to pay the unpaid calls which may be due on the shares appertaining to such default- ing shareholder, together with any interest which may be due on the same. ■ 3. The President of the Company shall execute the trans- fer to the purchasers of the shares of stock so sold, and such transfer, being accepted, shall be as valid and effectual in law as if the same had been executed by the original holder or holders of the shares thereby transferred. ART. X. — POWERS OP ATTORNEY. Stockholders may grant powers of attorney for the purchase or sale of stock, receipt of dividends, &c., in the following terms : Know all men by these presents that I, A. B., of C, do make, constitute, and appoint D. E., of F., my true and law- ful attorney for me, and in my name, and in my behalf to sell, assign and transfer all or any part, interest, or share in the capital stock of The Belvidere Mining and Smelting Company, io me belonging or standing in my name ; to receive the consideration money and give a receipt or receipts for the same ; to accept all transfers that now or hereafter may be made to me ; to receive and give receipts for all dividends that arc now due or that shall hereafter become due and payable on the same for the time being ; and generally, to do all lawful acts requisite for affecting the premises, hereby 11 ratifying and confirming all that my said attorney shall do therein. In witness whereof I have herewith set my hand and seal at this day of in the year of our Lord 18 Signed and sealed in the ) presence of G. H. ) ART. XI.— DIVIDENDS. 1. The Directors shall, at stated times, declare and pay dividends in cash, out of the profits of the Company, to the parties in whose names any share of the capital stock of the Company shall stand at the date when the transfer book of tlie Company shall close. 2. When any dividend shall be declared by the Directors, thirty days' public notice of the payment shall be given, and the transfer book of the Company shall be closed for fifteen days previous to the day fixed for the payment of such divi- dend. 3. No dividend shall be paid on any share or shares on which any call or interest thereon shall be in arrear. ART. XII. — SEAL OP THE COMPANY. The seal of the Company shall be a circle on which shall be borne the name of the Company ; in the centre there shall be a miner's pick and hammer crossed, with the year of the incorporation of the Company. ART. XIIL— PROMISSORY NOTES AND BILLS OF EXCHANGE. No promissory note, bill of exchange, acceptance, contract, or investment, binding the Company shall be given, except under a resolution of the Board. ART. XIV. — CLOSING TRANSFER BOOKS. 1. The transfer books of the Company shall be closed for 12 fifteen days next before such annual general meeting of the Company, and no transfer shall be recognized or dealt with in any way during the said period. 2. The Stockholders, Avhose names are recorded in the books of the Company at the date of such closing of the transfer book, shall alone be recognized as the Stockholders of the Company, or be permitted to take part in the business at the annual general meeting of the Company. ART. XV. — ALTERATION OF BY-LAWS. No addition or alteration of these by-laws shall be made, except by a vote of a majority of the Directors, nor unless the same shall have been submitted, in writing, at the last previous meeting of the Board of Directors, and entered on the minutes thereof. AN ACT TO INCORPORATE THE BELVIDERE MINING AND SMELTING COMPANY. 27 and 28 VicL, Cap. 116. Whereas the persons hereinafter named have, by petition, represented, that they have in their possession certain real property in the township of Ascot, in the district of St. Fran- cis, on which they have discovered a mine of Copper, known as the Belvidei'e Mine, and have to a considerable extent developed and proved the same, that they desire to engage in the business of exploring, mining, smelting, manufacturing and disposing of copper and other ores, in said township of Ascot and elsewhere in Lower Canada, and they can do so to better advantage with the aid of a Charter of Incorporation, and have prayed that a Charter of Incorporation for such purpose may be granted to them, and it is expedient that such prayer be granted: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows : — 1. E. Clark, John Johnston, E. H. Clark, E. T. Brooks 13 and John Hallowell, together with all such other persons as shall become shareholders in the Company hereby constituted, shall be, and they are hereby made a body corporate and politic, by the name of The Belvidere Mining and Smelting Company. 2. The Company may carry on the business of exploring for mining, smelting, manufacturing and selling copper and other ores and metals, and for these purposes may acquire and hold by purchase, lease or other legal title, such lands and mining rights in lands in the district aforesaid, not at any time exceeding two thousand acres in superficies, and con- struct and maintain such buildings and machinery and other improvements thereon, and sell and dispose of the same, and acquire others in their stead, as the Company may deem to be for its advantage, and acquire any royalty or percentage payable for the privilege of mining, smelting or manufactur- ing copper and other ores and metals ; Provided, however, that th«^ acquisition of such royalty or percentage shall not entitle the Company to carry on any mining operations beyond the limits of the said district, but such Company may carry on smelting and manufacturing operations elsewhere in the said Province than in the said district. 3. The capital stock of the Company shall be the sum of five hundred thousand dollars, divided into shares of not less than five dollars each, and may be from time to time increased, as the wants of the Company require, by vote of the Stockhold- ers at a meeting of the Company called for the purpose, to an amount not exceeding one million dollars in the whole ; Provided always, that no such increase of stock shall made until the whole amount of the original stock of the Company shall have been bond fide paid in. 4. The capital stock shall be paid by the subscribers there- for when, where and as the Directors of the Company shall require, or as the by-laws may provide, and if not paid at the day required, interest at the rate of six per centum per an- num shall be payable after the said day upon the amount due and unpaid ; and in case any instalment or instalments shall not be paid as required by the x. .vectors, with the interest thereon, after such demand or notice as the by-laws prescribe, and within the time limited by such uotice, the Directors may, by vote, reciting the fact and duly recorded in their records, summarily forfeit any shares whereon such payment is not made, and the same shall thereupon become the pro- perty of the Company, and may be disposed of as the by-laws or votes of the Company may provide. 6. The stock of the Company shall be deemed personal estate, and be assignable in such manner only, and subject to such conditions and restrictions as the by-laws prescribe ; but no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared for- feited for non-payment. 6. At all meetings of the Company, every shareholder, not being in arrear in respect of any instalment called for, shall be entitled to as many votes as he holds shares in the stock of the Company ; and no shareholder being in arrear shall be entitled to vote, and all votes may be given in person or by proxy ; Provided always, the proxy is held by a share- holder not in arrear, and is m conformity with the by-laws. 7. The affairs of the Company shall be administered by a Board of not less than five, and not more than seven Direc- tors, being severally holders of at least one hundred shares of stock, who shall be elected at the first general meeting, and thereafter at each annual meeting of the Company, to hold office until their successors are elected, and who (if other- wise qualified) may always be re-elected, and four members of such Board, present in person, shall be a quorum thereof ; and in case of the death, resignation, removal or disqualifica- tion of any Director, such Board, if they see fit, may fill the vacancy until the next annual meeting of the Company, by appointing any qualified shareholder thereto ; but a failure to elect Directors, or any failure of Directors, shall not dissolve the Corporation, and an election may be had at any general meeting of the Company called for the purpose ; Provided that voting by proxy shall not be allowed at any meeting of the Board of Directors. 8. The Board of Directors shall have full power in all things to administer the affairs of the Company, and to make or cause to be made any purchase and any description of contract which the Company may by law make, to adopt a common seal, to make, from time to time, any and all by- laws, (not contrary to law or to the votes of the Company,) regulating the calling in of instalments on stock and payment thereof, the issue and registration of certificates of stock, the 15 forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the de- claration and payment of dividends, the appointment, func- tions, duties and removal of all agents, officers and servants of the Company, the security to be given by them to the Company, their remuneration, and that (if any) of the Di- rectors, the time and place for holding the annual and other meetings of the Company within the Province or elsewhere y the calling of meetings of the Company and of the Board of Directors, the quorum, the requirements as to proxies, the procedure in all things at such meetings, the site of their chief place of business, and of any other offices which they may require to have, the imposition and recovery of all pen- alties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the Com- pany ; but every such by-law, and every repeal, amendment and re-enactment thereof, shall have force only until the next annual meeting of the Company, unless confirmed at some general meeting of the Company ; and every copy of any by- law, under the seal of the Company, and purporting to be signed by any officer of the Company, shall be received in all courts of law as primH facie evidence of such by-law. 9. Until the first election of such Board, the said E. Clark, John Johnston, E. H. Clark, E. T. Brooks and John Hallo- well, shall be a Provisional Board of Directors for said Com- pany, with full power to fill vacancies, to open stock books, assign stock, make calls for and collect instalments, issue cer- tificates and receipts, convene the first general meeting of the Company, at such time and place within this Province, or elsewhere as they shall determine, and to do other acts neces- sary or proper to be done to organize the Company and con- duct its affairs ; Provided always, that notice of all meetings of the Company shall be given in some newspaper published in the district of fet. Francis, and also in the Canada Gazette, at least fifteen days before the holdmg of such meeting. 10. In addition to their ordinary place of business within this Province, the Company may establish and have any place or place or places of business in this Province, in Great Britain, or in the United States of America, and may, at any one thereof, order, direct, do and transact their affairs and business, or any thereof, in such manner as may be prescribed by their by-laws. 16 11. The Company shall not be bound to see to the execu- tion of any trust, whether express, implied or constructive, in respect of any shares, and the receipt of the person in whose name the same shall stand in the books of the Com- pany, shall be a discharge to the Company for any dividend or money payable in respect of such share, whether or not notice of such trust shall have been given to the Company ; and the Company shall not be bound to see to the application of the money paid upon such receipt. 12. The shareholders of the Company shall not, as such, be held responsible for any act, default or liability whatso- ever of the Company, or for any engagement, claim, pay- ment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the Company, beyond the amount unpaid upon their shares in the stock thereof. VS. All contracts, promissory notes, bills of exchange, and engagements made on behalf of the Company, by the direc- tors, officers, agents or servants of the Company, in accord- ance with their powers under the by-laws, or by vote ". the Company, shall be binding upon the Company, and in no case need the seal of the said Company be affixed thereto, nor shall such directors, officers, agents or servants thereby be- come individually liable to any third party therefor ; but the said Company shall issue no bank note, or uote to circulate as money. 14. Any description of action may be prosecuted and maintained between the Company and any shareholder there- of ; and no stockholder, not being himself personally a party to such action, shall be incompetent as a witness therein. 16. The Company shall not commence operations under this Act, until at least ten per centum on the amount of their capital stock shall have been paid in ; Provided always, that unless mining operations be commenced under this Act, within five years from the passing thereof, and continued bond fide, this Act of incorporation shall be null and void, saving only to the said Company the right to part with any real estate which they may hold, and to make such conveyance as may be necessary for that purpose. 16. This Act shall be deemed a Public Act. u- e. ■.AJ.,-'^i *>' 'r-^-t i 4t