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Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent Atre filmAs A des taux de rAduction diffArents. Lorsque le document est trop grand pour Atre reproduit en un seui clichA, 11 est fllmA A partir de I'angle supArleur gauche, de gauche A droite, et de haut en bas, en prenant le nombre d'images nAcessalre. Les diagrammes sulvants illustrent la mAthode. 1 2 3 1 2 3 4 5 6 !•:>■ fc V & ' f- t I > X PKOSPECTUS OP THE (LIMITED.) Incorporated ZOth November, 1865, tinder Act 27 and 28 Vict. Cap. 23. (1864.) O-^FITA-L STOCK, ^200,000, IN 40,000 SHARES OF $5.00 EACH. ■. .-) » •■" ©fficets anti Btrectors: GEORGE H. BORLASE, Shekbhookk. President. The Right Honorable UDOLPHUS LORD AYLMER, Melbourne; BENJ. WALTON, Montreal; J. S. WALTON, SHERimooKK; WM. RITCHIE, Shbrbrookb; E. PELLEW FELTON, ShbrbrOOKE; AND FRANCIS BENNETS, Ascot, Directors. D. THOMAS, Secretary and Treasurer, BENJAMIN WALTON, Manager of fVorks. THE EASTERN TOWNSHIPS BANK, Bankers. "'^ ©ffict : IN THE TOWfeUALL BUILDING, SHERBllOOKE. W PRINTED BY JOHN I^OVELL, ST. NICHOLAS STREET. 1866. PROSPECTUS OF THE (LIMITED.) ORGANIZED DECEMBER 28th, 1866. CAPITAL 1200,000 in 40,000 SHARES OF $5,00 EACH. For some time past the highly prosperous condition of the slate trade, both in Great Britain and the United States, has been so well known to the public, that in those countries slate quarry property has obtained such a position among the most favored de- scription of investments, as to induce the promoters of the Sherbrooke Slate Company to place a first class slate property, which they have held as such for several years, under the management of a chartered Company ; and with a view of giving the best possible information as to the pri)perty, its position, &c., the services of Charles Robb, Esq., of Montreal, Mining Engineer, were secured to examine the property, and whose report thereon is as follows : REPORT OF Mr. CHARLES ROBB, MINING ENGINEER. Montreal, Sept. 26, 1864. Ri rlos on this property, the char- acter and condition of the ground are highly favorable for economical development. The surface is undulating, and the slate rock is exposed throughout the ravine formed by the brook to an average depth varying from 100 to 150 feet. This will afford ample heisjht above the drainage level for two working benches of forty or fifty feet each, besides the requisite depth for stripping or overburthen. For lower benches — if ever required — the water power furnished by the stream will be amply suflB- cient at all times to work pumps for drainage, and machinery for hoisting. The gorge of the streata will also afford sufficient dumping ground. In conclusion, I beg to express my confident opinion that this property combines advantages for the prosecution of an extensive slate manufac- y 6 turing business, which should render it well worthy of the attention of capitalists socking a safe and profitable investment. I have the honor to bo, My Lord and Gentlemen, Your most obedient servant, CHARLES R0I3B, Mining Engineer. Since the above Report was received, a further addition to the property has been made as shown by the red tint on the plan. One of the most bountiful provisions with which Nature has favored the Eastern Townships, is its veins of good roofing slate. It con- stitutes a great source of wealth wherever it is found and worked, on account of its great value and comparative scarcity. It is a rare possession, and in this as Avell as in other respects, the Eastern Townships are fortunate in their mineral resources. The slate quarries of England and Wales, as well as those of the United States, are now being Avorkcd on such a scale, and are paying such profits, as to place slate quarry enterprise altogether beyond mere speculation. Some of the quarries alluded to have been in active operation for more than 200 years, but never were they in a more flourishing condition than at the present day. The largest quarry known is the Penrhyn Quarry, of North Wales, where nearly 3000 men are employed, the yearly net profit being from one to two millions of dollars. Many other quarries give employment to large numbers of hands both in Great Britain and the United States, and are doing a good business with large profits, with orders, as a general thing, several months ahead of their supply. And this is, and has been the case in Canada, for the last three seasons at the Melbourne Slate Company's quarry. After the works are in active operation, and so far advanced as to admit of fifty men being employed, properly divided as slate makers, quarry men, &c., and supposing the rate of wages and the price of slate to be about the same as at present, the profits to be derived from the labour of fifty men may be estimated as follows : ty') \ mmm ■^1 i fifty mon thus divided would make at least fifty squares per day, worth shipped on the cars 1200 00 $75 00 12 60 12 50 «100 00 Average rate of wages, $1.50 per day Cartage and shipping of fifty squares Cost of powder, steel, &c., Thus leaving the profits on fifty men per day $100.00 or 100 per cent on working expenses, and as the quarry is capable of being worked to almost any extent, there is ample scope for so increasing the works as to make the net profits on the working expenses still more than the above calculation shows to bo obtainable when the (|uarry is capable of employing fifty men only. It is usually estimated that a cubic yard of slate rock will weigh two tons, and will produce from two to four squares of slate. There are 4840 square yards in an acre of land, whieh at a depth of sixty yards (being about four working benches) will give 290,400 cubic yards of rock. This taken at the lowest estimate two squares to the cubic yard, will, produce 580,800 squares of slate, the profits on which would be over a million of dollars, and so on every acre of good slate extending to the depth of sixty yards. Roofing slate, however, is only one branch of the slate business. Slate rock is also used for the manufacture of school slate, billiard tables, tiles for floors, mantel pieces, counter and table tops, cisterns, brcwersiL vats, shelving for dairies, cellars, pantries, &c., also for parapef capping for buildings, sinks, urinals, drains and sewers of cities ; and for many other purposes of a sanitary and domestic character. Taking into account that the slate rock on the Sherbrooke Slato Company's property extends over an area of from 100 to 200 acres, the supply is practically inexhaustible, and therefore offers one of the most sure, permanent and profitable investments to be found in this country. It is confidently anticipated that on account of the riatural advantages possessed by this property for its development and working, that not more than half of the capital stock to be issued to purchasers, will be required to place the quarry in full working 8 order. The balance will then be applied as the Stockholders may direct. The whole proceeds Irom the sale of Treasury stock will be expended in the development of the quarry, and otherwise im- proving the property connected therewith. The works are now in operation, and it is confidently expected that a dividend will be paid in about three years on the par value of all stock then issued. Intending purchasers of stock are respectfully invited to visit the quarry, and judge for themselves. Any further information may be obtained on application to Mr. Benjamin Walton, manager of works, and other officers of the Company, or to any members of the Board of Directors. ^' '1 PROVINCE OF CANADA. f [L.S.] J. MICHEL. VICTORIA, ^ the Qract of Qody of thi UnUed Kingdom of Great Britain and Ireland^ Q XJEEN^ Dtftiider of tlie Faith^ ^c, ^c. To all to whom thete pre$ent$ »7mII como-^OREETJNO: Whereas nnder and by an Act of our Parliament of the ProTinoe of Canada, paued in the session thereof held in the 27th and 28th years of our Reign, and intituled : " An Act to authorize the granting of charters of incorpo- ration to Manufacturing, Mining and other Companies," Our Governor General in Council may grant by letters patent under the great seal of our said Province, a charter of incorporation to any number of persons not less than five, who shall petition therefore, and may constitute such persons and others who may become shareholders in any such company, a body corporate and politic for any of the purposes therein mentioned. And Whereas by petition addressed to our Governor General of Canada, in Council, bearing date the twelfth day of October, in the year of our Lord one thousand eight hundred and sixty-five. The Right Honorable Udolphus Lord Aylmer of the township of Melbourne, in the County of Richmond, in our said Province of Canada, Henry Aylmer of the same place, Gentleman, Benjamin Walton, of the city of Toronto, in our said Province, Builder Samuel Sowers Bowers, of Fond du Lac, in the State of Wisconsin, one of the United States of America, Physician and Surgeon, and Daniel Thomas, of the Town of Sher- <4' 10 brooke, ir our said ProTince, otary Public, have prayed tbat a charter of incorporation, embodying and setting forth the general provisions of the above in part recited Act, may be granted to them and to such other persons as are or may become shareholders in a Company formed for the purpose of mining and manufacturing Hoofing Slate, Slabs, and every other article to which slate can be applied. And Whereas in accordance with the provisions of the above in part recited Act, notice was published in the Canada Gazette for at least one month, previous to the presentation of the petition hereinbefore mentioned, in which notice it was stated that the said The Bight Honor- able Udolphus Lord Aylmer, the said Henry Aylmer,the said Benjamin Walton, the said Samuel Sowers Bowers, and the said Daniel Thomas, being not less than five of the applicants who have petitioned as aforesaid, intended to apply for such charter; that the proposed corporate name of the Company is " The She&brooke Slate Company, (Limited,)" that the object or purpose for which Incorporation is sought is to mine and manufacture Roofing Slate, Slabs, and every other article to which slate can be applied, that the place where the operations of the Company are to be carried on, is the Township of Orford, in the District of St. Francis, in our said Province; that the amount of the nominal capital of the Company is two hundred thousand dollars ; that the number of shares is forty thousand, and the amount of each share is five dollars; that the amount of the stock subscribed is two hundred thousand dollars ; that the amount paid in is two hundred thousand dollars invested in real estate. And Whereas it has been proved to the satisfaction of Our Governor in Council, that the said applicants have complied with all the requirements of the said Act, as to matters preliminary to the issue of Letters Patent. I I Now KNOW TE, that by and with the advice of our Ex- ecutive Council of our Province of Canada, and under the authority of the hereinbefore in part recited Statute and of any other power or authority what in Us vested in 11 this behalf, Wc do by these Our Letters Patent constitute the said The Right Honorable U del phus Lord Aylmer, the said Henry Aylmer, the said Benjamin Walton, the said Samuel Sowers Bowers and the said Daniel Thomas, and all and every such other person or persons as now is or are or shall at any time hereafter become shareholders in the said Company, under the provisions of the said Act, and by the laws made under the authority thereof, and their successors, a body corporate and politic with perpetual suc- cession and a common seal, by the name of " The Sher- BROOKE Slate Company, (limited) " and capable forth- with of exercising all the functions of an incorporated Company, as if incorporated by a special Act of Parlia- ment, and by their corporate name of suing and being sued, pleading and being impleaded in all Courts whether of law or equity. With ;;ower to the said Company to mine and manufac- ture Rooting Slate, Slabs, and every other article to which slate can be applied, within the said Township of Orford. And the said Company hereby incorporated shall be subject to the general provisions of Law, set forth in the said recited Act, that is to say : 1. The affairs of the Company shall be managed by a Directors. Board of not less than three, nor more than nine Directors ; 2. The said the Right Honoriible Udolphus Lord Aylmer, First Directors the said Henry Aylmer, the said Benjamin Walton, the said Samuel Sowers Bowers, and the said Daniel Thomas, shall be the Directors of the Company, until replaced by others duly chosen in their stead ; 3. No person shall be elected or chosen a Director Qualifloation thereafter, unless he is a shareholder, owning Stock abso- lutely in his own right, and not in arrcar in respect of any call thereon ; 4. The after Directors of the Company shall be elected Ki.>ction by the Shareholders, in general meeting of the Company assembled, at such time, in such wise, and for such term as t!ie By-laws of t!ie Company may prescriho ; !i|^ 12 As to elections, when not other- wise provided for. Vacancies. President. In caM of fail- ure vi election 5. In default only of other express provisions in Buch behalf by the By-laws of the Company, — (a) Such election shall take place yearly, all the mem- bers of the Board retiring, and (if otherwise qualified) being eligible for re-election j (b) Notice of the time and place for holding general meetings of the Company shall be given at least ten days previously thereto, in some newspaper published at or as near as may bo to the office or chief place of business of the Company ; (c) At all general meetings of the Company, every share- holder shall be entitled to as many votes as he owns shares in the Company, and may vote by proxy ; (d) Election of Directors shall be by ballot : (e) Vacancies occurring in the Board of Directors may be filled for the unexpired remainder of the term, by the Board from among the qualified Shareholders of the Company : (/) The Directors shall from time to time elect from among themSelves a President of the Company ; and shall also name, and may remove at pleasure, all other officers thereof. 6. If at any time aa election of Directors be not made or do not take effect at the proper time, the Company shall not be held to be thereby dissolved ; but such election may take place at any general meeting of the Company duly called for that purpose. i Towers of Di- rectors. Power to make Ky-hawi;; uiid for wliat pur- poues. 7. 'The Directors of the Company shall have full power in all things to administer the affairs of the Company, and may make or cause to be made for the Cumpany any description of contract which the Company may by law enter into ; and may from time to time make By-Laws not contrary to law, to regulate the allotment of Stock, the mak- ing of calls thereon, the payment thereof, the issue and registration of certificates of Stock, the forfeiture of Stock for non-payment, the disposal of forfeited Stock and of the ...J.. «i.. c *I I' Oi-.-U l^iuuc'^o tiicicui, Lilt; tiuiiDiui in lOkUt'll , th ic ucclaration uuu 13 payment of dividends, the number of the Directors, their term of service, the amount of their Stock qualification, the appointment, functions, duties and removal of all ^ents, officers and servants of the Company, the security to be given by them to the Company, their remuneration and that (if any) of the Directors, tho time at which and the place or places where the Annual Meetings of the Com- pany shall be held, and where the business of the Company shall be conducted, and if the Company be a inning Com- pany, one (or more) of such places may be without this Province, — the calling of meetings, regular and special, of the Board of Directors, and of the Company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings, the imposition and recovery of all penalties and forefeitures admitting of regulation by By- law, and tho. conduct in all other particulars of the affairs of the Company ; and may from time to time repeal, amend or re-enact the same ; but every such By-law, and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a General Meeting of the Company duly called for that purpose, shall only have force until the next Annual Meeting of the Company, and default of Proviso : By- confirmation thereat, shall, from that only, cease to have coiiiirmod by force. g^eneralmoet. 8. A copy of any By-law of the Company, under their Proof of By- seal, and purporting to be signed by any officer of the Com- pany, shall be received as prima facie evidence of such By- law in all courts of Law or Equity in this Province. 9. The stock of the Company shall be deemed personal Tr»n«for of estate, and shall be transferable, in such manner only, and * "'^ subject to all such conditions and restrictions as by the Letters Patent, or by the By-laws of the Company, shall bo prescribed. 10. Tho Directors of the Company may call in and caiison demand from the shareholders thereof respectively, all sums ^^'^''^■ of money by them subscribed, at such time and places, and in such payments or instalments, as tho By-laws of the ^.yOiupauy iiisy i or allow; aud iutefesi shah accrue 14 tntorett on ealls unpaid. Enforcing parment of What only need be alu^ged and proTod. Proof. Forfeituro for non-payinaat. Calls rnudt be paid before tranifer. and fall duo, at the rate of six per centum per annum, upoil the amount of any unpaid call, from the day appointed for payment of such call. 1 1 . Not less than ton per centum upon the alloted stock of the Company, shall by means of one or more calls be called in and made payable within the year from the incor- poration of the Company, and for every year thereafter, at least a further ten per centum shall in like manner be called in and made payable until the whole shall have been so called in. 12. The Company may enforce payment of all calls and interest thereon, by action in any competent Court ; and in such action it shall not be necessary to set forth the special matter, but It shall be sufficient to declare that the Defend- ant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each, whereby an action hath accrued to the Com- pany under this Act, and a certificate under their seal, and purporting to be signed by any Officer of the Company, to the effect that the Defendant is a Shareholder, and that so much is due by him and unpaid thereon, shall be received in all Courts of Law and Equity as prima /aci'c evidenoo to that effect. 13. If, after such demand or notice as by the By-laws of the Company may be prescribed, any call made upon any share or shares, be not paid within such time as by such By-law may be limited in that behalf, the Directors, in their Discretion, by vote to that effect, reciting the facts and duly recording in their minutes, may summarily forfeit any shares whereon such payment is not made ; and the same shall thereupon become the property of the Company, and may be disposed of as by By-law or otherwise as they shall ordain. 14. No share shall be transferable, until all previous calls thereon have been fully paid in, or until declared forfeited for non-payment of calls thereon, or sold mnder execution. I I V '• it ^ I 15 15. No Shareholder, being in arrear in respect of any shtrehoiden call shall be entitled to vote at any meeting of the Com- to vote, pany. 16. The Directors of the Company, if they see fit at any rowar to in- time after the whole capital stock of the Company shall tafstookf "'^ * have been allotted and paid in, but not sooner, may make a By-Law for increasing the capital stock of the Company to any amount which they may consider requisite, in order to the due carrying out of the objects of the Company, but no such By-law shall have any force or effect whatever until after it shall have been sanctioned by a vote of not less than two-thirds in amount of all the shareholders at a gen- a two-thirdi eral meeting of the said Company, duly called for the pur- ^ '«4«i"d. Secretary of the Province, or such other officer as the Governor in Council may have named for the purpose, require and cause a notice under the signature of the Pro- vincial Secretary or other proper officer, to be inserted in the Canada Gazette, that such By-law has been passed and filed as aforesaid, and stating the number and amount of the shares of new stock, the amount actually subscribed, and the amount paid in respect thereof; and from the date of such notice the capital stock of the Company shall be and remain increased to the amount in the manner, and subject to the conditions set forth by such By-law ; and the new stock shall become subject to all the provisions of law in like inauueF (so far as may be,) as though the same ha4 ^ 16 Booki to b6 kept. Wh»t to oon- taia. Direeton may diiallow truufer of stock in o«rt«in caaes. rroTiBO; as to stook taken in execution. Effect of transfer limited until allowed. formed part of the Btook of the Company originally rqIv soribed. 19. The Company shall canse a book or books to be kept by the Secretary, or by some other Officer specially charged with that duty, wherein shall be kept recorded — 1. A correct copy of Letters Patent incorporating the Company, as also of any andeyery By-law thereof; 2. The names, alphabetically arranged, of all persons who are or haye been Shareholders ; 3. The address and calling of every such person while such Shareholders ; 4. The number of shares of stock held by each Share- holder; 5. The amounts paid in, and remaining unpaid, respec- tively, on the stock of each Shareholder ; 6. All transfers of stock, in their order as presented to the Company for entry, with the date and other particulars, of each transfer and the date of the entry thereof; and — 7. The names, addresses and calling, of all persons who are, or have been Directors of the Company, with the several dates at which each became or eeased to be such Director ; 20. The Directors may refuse to allow the entry into any such book, of any transfer of stook whereof the whole has not been paid in ; and no transfer made with the view of relieving the transferor from pre-existing debts of the Company shall be valid or prevent any antecedent creditor from exercising his remedy against such transferor in the same way as if he had continued to be a Shareholder in such Company; provided, that nothing in this sub-section shall prevent the eflFect of chapter seventy of the Consolida- ted Statutes of Canada, as regards any such stock seized and sold in execution. 21. No transfer of stock shall be valid for any purpose whatever, save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferee H 1 17 ? I ; A 1 liable ad interim jointly and severally with the transferor, to the Company and their creditors, — until entry thereof has been duly made in such book or books. 22. Such books shall, during reasonable business hours Books to bo of every day, except Sundays and obligatory holidays (fetes stockholders de obligation,) be kept open for the inspection of Share- of Company, holders and creditors of the Company, and their personal representatives, at the office or chief place of business of the Company ; and every such Shareholder, creditor or representative, may make extracts therefrom. 23. Such books shall be prima facie evidence of all facts Effect as evi- purporting to be thereby stated, in any suit or proceeding against the Company or against any Shareholder. 24. Every Director, officer or servant of the Company, penalty for who knowingly makes or assist to make any untrue entry trueelftrles. in any such book, or who refuses or neglects to make any proper entry therein, or to exhibit the same, or allow the same to be inspected and extracts to be taken therefrom, shall be liable to a penalty not exceeding twenty dollars for making each such untrue entry, and for each such refusal or neglect and also for all loss or damage which any party interested may tave sustained thereby. Company not bound to see to Trusts on shares. 25. The Company shall not be bound to see to the exe- cution of any trust, whether express, implied or constructive in respect of any shares ; and the receipt of the Shareholder in whose name the same may stand in the books of the Company, shall be a valid and binding discharge to the Company for any dividend or money payable in respect of such shares, and 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. 26. Every contract, agreement, engagement or bargain contracts, made, and every bill of exchange drawn, accepted or endor- company T sed, and every promissory note and cheque made, drawn or ecuted*.^^^** endorsed on behalf of the Company, by any agent, officer or servant of the Company, in general accordance with his 18 m Proviso ; as to bank-uott's. powers as such under the By-laws of the Company, shall be binding upon the Company ; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agreement, engagement, bargain, bill of ex- change, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any By-law, or special vote or order; nor shall the party so acting as agent, officer or servant of the Company, be thereby subjected individually to any liability whatsoever to any third party, therefor ; provided always that nothing in this section shall be construed to authorize the Company to issue any note payable to the bearer thereof, or any promissory note intended to be cir- culated as money^ or as the note of a bank. '• Liberty of Sharcuoldcrs. 27. Each Shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the Company to an amount equal to that not paid up thereon ; but shall not be liable to an action there- for by any creditor, before an execution against the Com- pany has been returned unsatisfied in whole or in part ; and the amount due on such execution shall be the amount re- coverable, with costs, against such Shareholders. Liberty of Shareholders, limited. 28. The Shareholders of the Company shall not as such be held responsible for any act, default or liability what- soever, 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 of their respective shares in the capital stock thereof. Ab to Stock held by per- sons in a re- presentative capacity 29. No person holding siock in the Company as an execu- tor, administrator, tutor, curator, guardian or trustee, shall be personally subject to liability as a Shareholder, but the estates and funds in the hands of such personshall be liable in like manner, and to the same extent as the testator or intestate minor, ward or interdicted person, or the person interested in such trust fund would be, if living and com- petetent to act, and holding such stock in his own name ; and no person holding such stock as collateral security, shall 19 r .. be personally subject to such liability, but the person pledg- ing such stock shall be considered as holding the same, and shall be liable as a Shareholder accordingly. 30. Every such executor, tutor, curator, guardian or Votinpt on such titock. Penalty for paying divi- clcndB when Company is iusulvunt, Sco. trustee, shall represent the stock in his hands, at all meet- ings of the Company, and may vote accordingly aa a Share- liolder ; and every person who pledges his stock may never- theless represent the same at all such meetings, acd may vote accordingly as a Shareholder. 31. If the Directors of the Company declare and pay any dividend when the Company is insolvent, or any dividend the payment of which renders the Company insolvent, or diminishes the capital stock^thereof, they shall bo jointly and severally liable, as well to the Company as to the individual Shureholders and creditors thereof, for all debts of the Com- pany then existing, and for all thereafter contracted during tlicir continuance in office, respectively ; but if any Direc- tor present when such dividend is declared do forthwith, or if any Director then absent do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minutes of the Board of Directors his protest against the same, and do within eight days thereafter pub- lish such protest in at least one newspaper published at or as near as may be possible to the office or chief place of business of the Company, such Director may thereby, and not otherwise, exonerate himself from such liability. 32. No loan shall be made by the Company to any penalty for lending mo- ney to Stock holders. How any Director may avoid auch liability. Shareholder, and if such be made, all Directors and other officers of the Company making the same, or iu anywise assenting thereto shall be jointly and severally liable to the Company for the amount of such loan, — and also to third parties, to the extent of scich loan with legal interest, — for all debts of the Company contracted from the time of mak- ing such loan to that of the repayment thereof. 33. Any description of action may be. prosecuted and shareholders , , •> ^ may be par- mamtained between the Company and any Shareholder ties or wit- ,. ,.iA nesses, when thereof ; and no Shareholder, not bemg himself a party to Company is a such suit, shall be incompetent as a witness therein. 20 Forfeiture of charter by non-uwr. 34. The Charter of the Company Bhall bo forfeited by nonuser, during three consecutive years, at any one time, or if the Company do not go into actual operation within three years after it is granted; and no declaration of such forfeiture by any Act of the Legislature shall be deemed an infringement of such Charter. In testimony whereof wo have caused these Our Letters to bo made Patent, and the Great Seal of Our said Province of Canada to be hereunto affixed : Witness Our Trusty and Well-Beloved Sir John Michel, K. C. B., Administrator of the Government of the Province of Cana- da, and Lieutenant General Commanding our forces there- in, &c. &c. &c., at Ottawa, this thirtieth day of November, in the year of Our Lord one thousand eight hundred and sixty-flve and in the twenty-ninth year of Our reign. By Command. E. PARENT, Assistant Secretari/. I, 1# i OF THE SHERBROOKE SLATE COMPANY (LIMITED.) I. NAME. The Corporation shall bo known and called by the name of The Sherbrooke Slate Company, (Limited.) II. DIRECTORS AND THEIR DUTIES. The Board of Directors shall consist of seven members, to be chosen annually, by ballot, four of whom shall constitute a quorum for the tran- saction of business, and said Board shall choose one of their number to bo President of the Corporation, whose duty it shall be to preside at all meetings of the Corporation and Directors, and in general to perform all the duties incident to such Corporate Office. In his absence the Board may appoint a President pro tempore, with like powers, and shall have power to fill vacancies occurring in their number. III. SECRETARY AND TREASURER. A Secretary and Treasurer, who may be one and the same person, shall be appointed and chosen by the Directors, at their first Meeting, and shall continue in office until others are chosen and accepted in their places. IV. DUTIES OF DIRECTORS. The Directors shall have the general supervision and control of the Company's affiiirs. They may hold a Meeting on any day upon which any Meeting of the Stockholders is held ; and may also meet at such other times and places as they may deem needful and convenient upon due notice being given by the Secretary. 22 NOTICE OP MEETINGS. shall notify inectingB of the Directors upon recjuost of jM • of their nmnhfiT, by giving at least ten days written or printed doiifii . >f tli« time add j^^Ace thereof to each Director. APPOINTUFNT OP A(JENT8. The Director? may appoint such Agents or Superintendents «a they may deem best, ami may fix the compensation of the Secretary and Treas- ^T9T, 01 of any other person «i "T)loyed by the Company. DIVISIONS OP PROFITS. They shall also from time to time, order such divisions of the I'rofits of the Company, a^ they may think advisable, not inconsistent with the Letters Patent of the Corporation. V. DUTIES OP TREASURER.— BONDS. The Treasurer shall have the custody of all moneys, valuable papers, books, and accounts of the Company, subject at all times to the inspection and control of the Directors. He shall give or negotiate such notes or bills of Exchange for such amounts, and at such times as the business of the Company may require upon authority first being obtained from the Board of Directors, or by an ordor signed by the President, and at least two[other Directors. He shal' record all transfers of Stock, shall cancel, and carefully preserve eertiflcatos <'f all Stock transferred, and shall per- form all duties pertaining to the office of Treasurer. He shall give a bond for the faithful performance of his duties, in such sum as shall be satisfactory to the Directors. VI. ANNUAL MEETING. — SPECIAL MEETINGS. The Annual Meeting of the Corporation shall b '.<^W on ihe second Tuesday of October in each yeai , at such time and riaco v- :' Directo' shall designate, — printed or written notice of wh ': ' ii bo mailed by the Secretary, to each Stockholder, postage prepaid, ten days at least before the day of meeting ; and special meetings may be called, by giving w- 'ten or p^-inted notice to each stockholder, as above provided, by order of il; "^^u'- d, at, the request of the President or of Stockholders reprcsen- tii::;^ 'j .: ftfth oi the capital stock. ^ 28 VII. RK0ORD8. A record l nil prnccetlingd of tho Corporation, of the Ry-laws, and of all convey.incea U, find from the Corporation, Hhall be k(t by the Secre- tary, and thu Directors shall alno cauwa record of their proctu'dinjcs to ho kept, whicli shall be .subject to examination of the 8t«H?khoIdor8, at any meeting of iiio Corporation. VI1[. SEAL. Tlie Corporation seal shall be a circle, on wbtch shall be borne the name of the Company, and the year of its organization. It shall be iu the otis- tody of the Treasurer. IX. SEMI-ANNUAL EXAMfNATlON. Tho Direotorg shall cause a semi annual xamination of the Treasur*)r'(« accounts, with the vouchers therefor to bo uade by a Committee of tht Board who shall sign a report thereof upoii tho Director's records. STOCKIIOLDKRh' EXAMl -ATION. At tho Annual Meeting, a similar cxaraii ation shuU be made by a Committee of the Stockholders, as Auditors, whose report, signed by them shall be entered by the Committee upon the records of the Corp .ration. X. V NOTES, CHEQUES, &C. . All Notes, 'Acceptances, Contracts, Cheques, tions to be binding upon the Corporation, shall signature of tho President and Treasurer of the C< mpany, or of such per- son as shall be duly authorised for the purpose at my general or special meeting of the Directors. •r Orders and Obliga- vo affixed to them the XI. CAPITAL. The Capital Stock of the Corporation shall be th • sum of Two Hun- dred Thousand Dollars, to consist of Forty Thousan i Shares, of the par value of Five Dollars each, certificates of which dul numbered, signed 24 by the President and Treasurer, shall be issued to the several Stockhold- ers, under the seal of the Corporation, and ])e duly recorded by the Secre- tary, upon their first issue, and every subsequent transfer of the same, at a fee of one cent per share fbr each transi'er. XIT. ACCOUNTS. That two separate books of account shall be kept, the one shewing the expenditure for Machinery, erection of buildings, plant, and all things required for the development of the Quarry, aud the other shewing the actual expenditure in working the same, in order that at such time as the proceeds of such quarry shall exceed tlie actual cost of working, the Direc- tors shall order a dividend thereof among the shareholders, according to the shares held by them respectively. XIII. ORDERS OF BUSINESS. The following order of Business shall be observed at all Meetings of the Stockholders or Directors. 1. Reading and confirmation of Minutes of preceding Meeting. 2. Report of Directors and of Committees. 3. Appointment of Auditors. 4. 5. 6. 7. 8. 9. Reading communications addressed to the Board and its Officers. Passing Accounts. Deferred or unfinished Business. New business. Election of Directors. Election of President aud Appointment of Officers. 10. General Business. XIV. ALTERATION OF BY-LAWS, The By-Laws of the Corporation may be altered, amended or repealed at any annual or special meeting, by a vote of at least two-thirds of the Stock represented at such Meeting, provided the Stockholders are notified in the call for such meetings, that an alteration, amendment, or repeal, may be proposed. i \ •317^ • ^•''f -i^WttrrW^fc''*^^. ^, \ PLAN OF THE PROPERTY OF THE EI§IEI13Ili(D(£)I^Il ^li^!El (g® '■tA's: CANADA EAST. TN£ COMMNYS PROPERTY DENOTED BY THE RED TINT m (§® SCALE OF MILES 80 t$e sJ:fi/es en? HO a a. m.£. MOHTRCAL . i6'6S