>. IMAGE EVALUATION TEST TARGET (MT-3) V Ml ^ 1.0 ! 1.1 itt lU g2.2 2.0 1*0 M III!— IIh U4 -• 6" > Sciences Carporation 23 ¥MST IKAW STMfT WMSTK,N.V. \*,itti (7U)t73-4S01 4^ CIHM/ICMH Microfiche Series. CIHIVI/ICIVIH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microraproductions historiquos Ik Technical and Bibliographic Notas/Notas tachniquaa at bibliographiquat Tha Instituta hat attamptad to obtain tha baat original copy availabia for filming. Faaturas of thia copy which may ba bibliographically uniqua. which may altar any of tha imagas in tha raproduction. or which may aignificantly changa tha usual mathod of filming, ara chackad balow. 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This item is filmed at the reduction ratio checked below/ Ce document est film* au taux da reduction indiqu* ci-daaaoua. 10X 14X 18X 22X 26X 30X 12X ItfX 20X 24X 28X 32X The copy filmed here hes been reproduced thenki to the generosity of: Dmm Portmr Arts Library Univtraity of Wattrloo L'exempleire filmA f ut reproduit grAce A ia gAnArosit* de: Dana Portar Arts Library Univarsity of Watarloo The images appeering here are the best quality possible considering the condition and legibility of the original copy and in iceeping with the filming contract specifications. Les Images suivantes ont 4tA reproduites avec le plus grand soin, compte tenu de le condition et de la nettet* de rexemplaire f iim«. et en conformity avec les conditions du contrat de flimage. Originel copies in printed paper covers ere filmed beginning with the front cover end ending on the last page with a printed or illustreted impres- sion, or the bacii cover when appropriate. 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Maps, plates, charts, etc., mey be filmed at different reduction ratios. Those too lerge to be entirely included in one exposure are filmed beginning in the upper left hend corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tatileeux, etc., peuvent Atre flimte A des taux de rM^Jcticn diffArents. Lorsque le document est trop grend pour Atre reproduit en un seul cliche 11 est FilmA A partir de I'angle supArieur gauche, ds gauche A droite, et de haut en bas, en prenant le nombre d'Imeges ntcessaire. Les diegremmes sulvants illustrent la mAthode. 1 2 3 1 2 3 4 5 6 CHARTER, REPORTS, AND BY-LAWS OF ,he iitttario j i/ literal ; mk (OtHpang, PUBLISHED BY OEDER OF THE BOAED OP DP.EOTOES, DECEMBER 30th, 1872. PnESiDEN-r A. IT. SIBLEY. VicE-PitESinENT, PELEQ HALL. TuEASUREn, EDWARD LEARNED. Secuetaky, .... C. a. TROWBRIDGE. b ' E. B. WARD, EDWARD LEARNED, I PELEG HALL, C A. TROWBRIDGE, A. H. SIBLEY. Offices, Room 22, No. 52 Broadway, New- York, and Edinburgh Assurance Buildings, 'Wellington Street, Toronto. gcw-fovfe : JOHN W. AMERMAN, PRINTER, No. 47 Cedaii Street. 1873. n CHARTEE. • >•■ AN ACT To LVCOKPORATE " TlIE OnTABIO INIlNERAL LaNDS Company." First Reading, 25th January, 1872. Second " 14th February, 1872. Third " 20th February, 1872. Royal Assent given, 2d March, 1872. Whereas, under and by virtue of a certain deed of con- Preamble veyance, dated the thirteenth day of November, one thou- sand eight hundred and seventy-one, between the Montreal Mining Company, of the one part, and Alexander Hamilton Sibley, Eber B. Ward, Edward Learned, Peleg Hall and C. A. Trowbridge, therein described, of the second part, the last named persons became seized in fee of the several min- ing locations, lands and premises, therein mentioned or re- ferred to, and being situate on Lakes Huron and Superior, and within the districts of Algoma and Thunder Bay, upon the trusts therein mentioned, and particularly doclarea in a certain Deed of Trust, bearing date the second day of No- vember, one thousand eight hundred and seventy, made between Alexander Hamilton Sibley, of the one part, and Eber B. Ward, Edward Learned, Peleg Hall, C. A. Trow- bridge and A. H. Sibley, of the other part, and have paid the purchase money therefor in full ; and whereas, the said Alexander Hamilton Sibley, Eber B. Ward, Edward Learned, tion Name. Pcleg Hall and C. A. Trowbridge have petitioned for an Act of Incorporation, for the purpose of carrying on mining ope- rations, and otherwise carrying out the ohjects contemplated by the said deed of trust ; and it is expedient so to grant: Therefore Her Majesty, by and with tlte advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: Corpora- i. The said Eber R Ward, Edward Learned, Peleg Hall, C. A. Trowbridge and Alexander Hamilton Sibley, and such other person or persons, bodies corporate or politic, as arc or may become holders of shares in the Company hereby incorporated, are hereby constituted and declared to be a body corporate and politic, under the name of "The Onta- rio Mineral Lands Company." Capital. 2. The capital stock of the said Company shall be one hundred and sixty thousand dollars, paid up stock, divided into sixteen hundred shares of one hundred dollars each, and the said Company shall have power to increase the same by the issue of new stock, as hereinafter mentioned, in shares of the same amount, to an extent not exceeding eight hun- dred thousand dollars. I Allotment 3. All the persons who, at the time of the massing of this of stoub. . . " act, are entitled to any interest under the said deed of trust, are declared to be possessed of the capital stock of the said Company, fully paid up, according to their respective inter- ests in the apportionment made in the said deed of trust between the beneficiaries therein mentioned ; and shall be entitled to have their respective shares or interests allotted to them, and to demand and receive certificates therefor, upon the said Company's perfecting its organization under this act. I88CC of 4. The said Company shall be at liberty to issue further further . stock. stock to the extent of eight hundred thousand dollars, in shares of one hundred dollars; and the liolders of paid up stock, mentioned or referred to in the second section of this act, shall have the right of subscribing for such further issue of, an Act ig ope- iplated grant : ;onsent hitario, g Hall, id such , as are herel)y to be a le Onta- 1)0 one divided rs each, he same n shares rht hun- of this of trust, the said ve inter- of trust shall be allotted therefor, 3n under I t or issues of stoc'-', or for any part tliercof, at par, in propor- tion to their respective interests in such paid up stock as aforesaid; and the said Company shall be at liberty to tlx a premium on such stock when the same shall be opened to subscription by the public. n. The said Alexander Hamilton Sibley, Eber B. Wanlj^j^^^ovw^n^ Edward Learned, Peleg Hall and Charles A. Trowbridge are hereby constituted a board of Provisional Directors of the said Company, and shall hold ofiice as such until Direct- ors are appointed by the shareholders of the said Company. 0. All the estate, real and i)ersonal, of whatever kind or Propciiy , . . , . ,. 1 • o ^ • ^ • covcieil by description, at the time oi tlie passing ot this act, vested jiithe Tiuet the said Alexander Hamilton Sibley, Eber H. Ward, Edward visitii in Learned, Peleg Hall and Charles A. Trowbridge, or which pany. they may then be entitled to hold under or subject to the trusts of the said recited deed of the second of November, one thousand eight hundred and seventy, is hereby vested in the said Company; and the said Company shall, in like Liabiuiy manner, be liable to all contracts and obligations entered P^^'y- into or ii«;urrcd by the said Alexander Hamilton Sibley, Eber B. Ward, Edward Learned, Peleg Hall and Charles A. Trowbridge, under the said deed of trust, or in relation to the provisions thereof: Provided alwoi/s, that no part of the said lands so vested in the said corporation in excess of two thousand acres, shall be held for a longer period than ten years from the passing of this act; and within such period, such lands shall be absolutely sold and disposed of by the said corporation, so that it shall not thereafter retain any in- terest in any of the said lands in excess of two thousand acres, and all such lands in excess of two thousand acres which may not, within the said period, have been so disposed of, shall revert to Her Majesty, her successors and assigns. e further ollars, in paid up )n of this her issue ^. It shall be lawful for the said Company to sell, lease or powers to otherwise dispose of the said estate, real and personal. ""' ^^' 8. The said Company may engage in exploring for minerals. Power to in mining, in smelting, and in the manufacturing and dispos- miuee, &c 6 1 I I I I I ' I • I I ! 1 ing of minerals and materials belonging as well to the saifl Company as to otli^r persons; and shall have power to do all lawful acts that may be necessary or convenient for or in connection with these purposes, Toaccept 0. It shall also be lawful for the said Company, upon la ' other makini; sales or leases of real or personal property, or minini? ConipanicB ° „ . . , , ,. ill mukiu«or nianulactunng arrangements with any bodies corporate or politic, to take in consideration therefor stock and deben- tures or bonds in such bodies corporate or politic. Power to 10. The Directors of the said Comj)any, after the sanction of shareholders shall have been first obtained, at a general meeting to be called for from time to time for such purpose, shall have power to borrow, from time to time, for the pur- poses of the Comi)any hereby incor])oiated, either in this Province or elsewhere, such sums of money as may be ex- pedient for carrying out the objects of the said incorporation, and at such rates of interest as they may deem proper ; and to issue bonds, debentures or other securities for the sums so borrowed, and to make the same payable cither in currency or sterling, and at such place or places, within the Province or elsewhere, as may be deemed advisable ; and to sell the same at such prices as may be deemed expedient ; and to hypothecate, mortgage or pledge the lands, revenues and other i^roperty of the Company, for the due payment of the said sums, and the interest thereon, but no such deben- tures shall be for a less sum than one hundred dollars ; and such bonds, debentures and securities shall be made and signed by the President or Vice-President of the said Com- pany, and countersigned by the Secretary of the said Com- pany, and under the seal of the said Company ; provided, that the said Company shall not be authorized to borrow a sum exceeding the amount of the capital stock then paid up. Whoehaii H. The shareholders of the said Company shall consist of hoidew^'^' the persons in the third paragraph hereof referred to, and of such other persons as may subscribe to any stock that may be hereafter issued by the said Company, who shall have fully paid up all calls upon said shares, together with the 14. • furnii the s.iifl k-cr to do for or in ny, upon )r mining corporate 1(1 dcben- j sanction a general 1 purpose, r the p\ir- ;r in this ay be ex- rporation, )per; and e sums so I currency Province to sell the it ; and to ;nues and lynient of icU deben- Uars; and made and said Corn- said Com- provided^ ) borrow a in paid up. consist of to, and of : that may shall have r with the amount of any premium on stock that may be fixed as afore- said ; and every shareholder shall bo entitled to a vote for every share which he shall hold. Shares thutr 12. The shares or stock of the said Company shall be^„j deemed j)crsonal property, and shall be transferable in the trangfer form set out in Schedule A., hereto annexed. The transfer shall be registered in a l)ook to be kept by the Company for that purpose, which shall be open to tlie public ; and uj»on such registration, the Company shall issue certificates in the form prescribed in Schedule B., hereto annexed. 13. The affairs of the said Company shall be managed by nirectoio. their quuli- five Directors, of whom three shall form a quorum; such flcation, Directors shall be holders of not less than twenty-five shares powers, in the said Company, and shall be elected annually, at an annual general meeting of the shareholders, of which fourteen days' notice shall be given by circular or advertisement. The Directors shall elect from among themselves a President and Vice-President of the said Company, and shall appoint a Secretary and Treasurer ; they shall make By-Laws for the government of said Company, and submit the same to a meeting of the shareholders, on giving due notice ; and shall make calls on stock, and prescribe the manner in which the same shall be made ; and shall have power to cancel any stock on which calls may remain unpaid for three months, on giving reasonable notice, and to declare the same forfeited ; and to employ agents or servants for any purposes connected with the said Company; and shall declare dividends when- ever the profits of the Company shall amount to the sum of one hundred thousand dollars, or to a less amount if they see fit ; and to appoint times and places for the annual general meeting or other meetings of the Company; and to appoint persons to fill the places of any Directors who may die, resign, or become incapable of acting in the interval between their appointment and the next annual general meeting. 14. It shall be incumbent on persons subscribing or who Pcreons may have subscribed for stock in the said Company, to for **''^Bto?§ I furnish to the Secretary of the said Company an address in ^uh their addreaees. 8 'I' 'I ' writing to which all notices shall be sent ; and it shall be suflicient to send to that address all noticcc relatiuir to ealls and forfeiture, or cancellation of stock and all other notices ; and if such address be not given, such notices shall be deemed sufficiently served, if inserted three times in the Ontario Gazette, and once in each week for tlirce weeks, in a daily newspaijcr published in the City of Toronto. F^Btabibh- 15. The Diroctors shall have authority to establish places CM. or offices for the business of the Company in such jdaces as to them shall seem proj)cr, and to have books at sueh places for the subscription and transfer of shares, and for the trans- action of any business of the Company thereat, including shareholders' meetings, if the shareholders themselves shall so approve, and to employ agents for that purpose ; the principal office of the Company shall be within the Province of Ontario. i I I Books to 10. The Directors shall also keep, at some convenient place be koDt ftt Toronto, in the City of Toronto, in the Province of Ontario, a book or books containing a true and correct copy of the subscrip- tions and transfers of stock, with such addresses as afore- said, collated from the various subscription and transfer books of the said Company, and the same shall be open to inspection by the public at all reasonable times ; such books shall also show what amounts have been paid on stock, or what amounts remain unpaia thereon ; and notice of the place so appointed shall be given in the Ontario Gazette, and a daily newspaper published in the City of Toronto, once a A\eek for four weeks. Service of procoBi. IV. Service of process in any action, suit, matter or pro- ceeding, may be made by leaving a copy thereof at the place referred to in the last preceding section, or personally on any one of the Directors. an( Right of 18. Aliens may be shareholders and Directors and officers holders, of the said Company. Liabjiuy 19. Nothing in this act contained shall relieve the said of Sibley ** etti. Alexander Hamilton Sibley, Eber B. Ward, Edward Learn- it sliall 1)C iiiir to calls jcr notices ; (9 sliull be mes in the ?c weeks', in nto. iblish places places as to such places or the trans- t, including iiselves shall lurpose ; the he Province renient place tario, a book the subscrip- !C8 as afore- ancl transfer 11 be open to ; such books on stock, or loticc of the ario Gazette, J of Toronto, natter or pro- Hereof at the or personally 0(1, IVIi",' II.iU anil C. A. Trow brldi^'c, or any of thcni. from any liahiliiy oxistiii;^' ;it \\ui tiiuf ul' the passing of this act under the said deed uf trust. rs and officers SCHKDULE A. I, in consideration of the sum of dollars, paid to me by of do hereby bargain, sell and transfer to the said and his executors, adminisD : ors ami assigns, or such persons as by law may become enliilcd to his or their personal property, shares in "The Ontario Mineral Laikls Company," subject to the saint ., .'s and orders, and on the same conditions, that T held the same immediately Ih fore the cvecutiou hereof. And T, the said do hereby accept of the said shares, subject lo the same rules, orders and conditions. As witness our hands, this day of A. D. 18 SCHEDULE B. This is to certify, that is a holder of shares in " The Ontario Mineral Lands Company," of the par value of upon which the sum of has been paid up. Given under the hands of the President and Secretary, and under the seal of the said Company, this day of A. D. 18 . i ilieve the said Idward Leara- III 11 M I III lilt ■ 111 "(f "II 'III " ! in Mil l«l III III 'M M •I I i I i; II II M » I Ji « *. MI ]sr U TE s OP THE %mml (General l^ceting of tbe ^^^vtMHim, The first annual general meeting of the shareholders of the Ontario Mineral Lands Company was duly called for the 30th day of December, 1872, at 12, M. On that day, 1,122 shares being represented, either in person or by proxy, Alexander H. Sibley, Esq., the President, took the Chair, and the following proceedings were thereupon had : I The following resolutions, moved by F. E. Kernochan, Esq., and * seconded by George S. Coe, Esq., were unAnimousIy adopted: Mcsolution 1. liesolved, That Room 22, Number 52 Broadway, in the City of New-York, is hereby apprcvKl of as the office or |j)lace for the transaction of the business of the Company, for the subscription and transfer of shares, and for holding the meetings [of shareholders thereat. liesolution 2. T^esolved, That the shareholders, having heard the report of the Directors read, as well as their statement of the {transactions of the Trustees under the Trust Deed of the 2d of [November, 1870, do hereby approve of and adopt the same. ItesoluHon 3. Resolved^ That the By-LaAVS, now submitted by [the Board of Directors, for the government of the Company, are [hereby approved of. n mmmm III ji !! !l Ml ill i I ■ 12 JResoluflon 4. Resolved, That the following persons, being respoctivoly holders of not less than twenty-tive shares in the capital stock of the Company, are hereby duly elected the Direc. tors of the Company for the ensuing year, and until the next annual general meeting of the shareholders of the Company : Edeb B. Ward, of Detroit, Michigan. Edwakd Learned, of Pittsfield, Massachusetts. Peleg Hall, of New- York City. Charles A. TuowimiDGE, of New- York City. Alexander H. Sihley, of Silver Islet, Ontario. On motion, the meeting adjourned. Charles A. Trowbridge, Secretary. At a meeting of Directors, held on the same day, Alexander H. Sibley was elected President, and Peleg Hall, Vice-President; Charles A. Trowbridge was appointed Secretary, and Edward Learned, Treasurer; all to hold office during the ensuing year, or until their successors are elected or appointed. It was also resolved, that the Charter, By-Laws and Report of the Trustees be printed for distribution to the shareholders. On motion, the meeting adjourned. Charles A. Trowbridge, Secretary. the of]; who. Wen am ill; Com •xpk ^pi ||iFor( ^ 18 treat pany sue)) pi.' ,: A ^ral ^ere Its a,. . I pniii^ sons, being ai'cs in the I the Direc. X\ the next ipany : I # REPORT. I'DRIDGB, Secretary. Alexander H. ice-President ; and Edward suing year, ov and Report of holders. )WBRIDGE, Secretary, The Trustees of the " Canada Lands Purchase" have the honor %o submit the following report to the sharehoklers of " The On- tario Mineral Lands Company :" On the 2Sth July, 1847, by ChaptcB G7 of 10 and 11 Victoria, Statutes of Canada, a Company, called " The Montreal Mining Company," was incorporated, with power to acquire mineral lands on the north shores of Lakes Superior and Huron, and to explore, develope, issue, sell, lease or otherwise dispose of them. That the Company, uniler its charter, got patents for a large quantity of lands, located under the advice of Professor Forrest Shepherd, who, during the year 1 8*46, with from 80 to 90 men, most of whom were miners and explorers of experience, had made thorough ex- aminations of the country bordering on Lake Superior. The Company finding, after a considerable expenditure of money in exploring and developing, that these lands could not be Uinied ^o profitable account without a much larger outlay than could be Afforded, a resolution was passed at the annual general meeiing in 1 86."), authoj'izing ''the Directoi's, duriug the ensuing yea'*, with the sai enee of the sai' id execute an; eflfectuating tli [intent hereof, and also agrees to pay into the Bank of Montreal, Uo tho credit of the said Mining Company, the sum of forty-eight thousand dollars, being the instalment of the purchase money payable on this date, and also to refund to the said Edward Alexander Prentice the sum of two thousand dollars paid by him to said Company on re the winter. On the 8th of March following, a heavy sea driving a large body of ice, carried away nearly half the crib work, filling the mine and coffer dam with ice and water. Mining was not resumed until the 10th May, 1871, since which time it has been carried on uninterruptedly. The title to the whole property remained vested in Alexander H. Sibley until the second day of November, 1870, when it Avas deemed desirable that it should be put in a different shape ; and, accordingly, a deed and declaration of trust were executed, of which the following is a copy : This Indentuke, made and concluded this second day of No- vember, A. p. 1870, by and between Allxandee H. Sibley, of Detroit, Michigan, party of the first part, and Eber B. Ward, of Detroit, Michigan, Edward Learned, of Pittsfield, Massachu- setts, Peleg Hall and Charles A. Trowbridge, of the City of NeAv-York, and Alexander H. Sibley, of Detroit, Michigan, par- ties of the second part, witnesseth : That Whereas, the Montreal Mining Company, a corporation existing under the laws of the Dominion of Canada, on the twenty- fifth day of May, A. D. 1870, by instrument in writing, a copy whereof is hereto annexed, and made a part hereof, marked A.,* agreed to transfer and convey to Edward Alexander Prentice, of Montreal, Canada, all and singular certain lauds and properties 23 ercin doflcribed, in said Dominion of Canada, upon terms and •onditioiiB in said iuHti-uniunt sot forth : And Wiieukas, said Edward Alexander Prentice, on the firgt day of Soptcmber, A. D. 1870, by instrument in writing, a copy whereof is hereto annexed, and made a part hereof, marked B.,* did assign aiul transfer the aforesaid bond or contract of sale of the said Montreal Mining Company, to Alexander II. Sibley : And WngicKAS, a further instrument in writing, a copy whereof i§ hereto annexed, and made a part hereof, marked C.,f was, at the same tin)e, to wit, the first day of September, A. D. 1870, exe- cuted by and between said Prentice and Sibley, relating to said property, and also to thr claims of rights of one William B. Fruc : And WirEREAS, the s;.id Alexander II. Sibley, in the foregoing transactions, acted for himself and sundry other persons interested with him; and it is now deemed desirable that the interests of all parties concerned shall bo defined, and the rights or properties so Acquired shall be held in a manner the better to protect the same from any contingencies which might prejudice the interests of the several parties entitled thereto : Thkhefoue, the said Alexander II. Sibley, in consideration of the premises, and of onu dollar, lawful money of Ihe United States, to him in hand paid, the receipt whereof is hereby acknowledged, hereby sells and assigns to the parties of the second part hereto, as Trustees, for themselves and certain other parties entitled to interests hereinafter specified, the said bond or contract of sale, assigned to him, the said Sibley, by the said Edward Alexander Sibley, of Pfentice, as aforesaid ; subject, however, to the provisions of the 33. Ward, ot intfH^ instrument hereto annexed, marked C, in so far as the same re- Massachu- liites to the one tenth interest therein reserved to the said Prentice : ■ the City of To have and to hold the same, by themselves, their success- ichigan, par- oxs or assigns, as fully and effectually as the said Sibley, by virtue of the said bond, contract or assignment, or in any manner what- corporation soever, does or can hold the same ; and the said Sibley hereby the twenty- c '^\ MM* 24 And the said parties of the second part hereby accept the assign- ment herein made by said Sibley to said parties of the second part, as Trustees, for themselves and other parties as aforesaid ; ami hereby declare the interest of themselves and such other parties therein to be as follows ; and further declare the terms and condi- tions upon which such trust is made and accepted to be as follows : First. — That the Trustees shall hold and manage the property, whether in its present form unde the assignment above mentionecl. or when the more full title contemplated shall have been obtaineil, or in any intermediate state or form thereof, in such manner, in all respects, as they, or a majority of them, shall determine, witli power to sell or dispose of the whole or any part thereof, at such times and for such considerations as a majority of said Trustees shall agree upon ; provided, however, that the management and disposition of the property, in whole or in part, may, at any ami all times be controlled and directed by a majority in interest of the owners or their legal representatives. Second. — That in the management or disposition of the proper- ty, the parties of the second part shall not, by themselves or their agents, involve any of the other parties owning interests in any liability to pay money, otherwise than such suras as may become due for such portions of purchase money unpaid. The Trustees shall have the right to pledge, mortgage or hypothecate any por- tion of the property, or any proceeds thereof, at any time or times, to secure, pay or reimburse any moneys they, or other par- ties by their direction, may have paid or become liable to pay, for or on account of the property, or operations upon or relating to it nUrcl. — The Trustees are hereby authorized to use their discre tion in reference to making further payments on account of the purchase of said property ; but, in the event of such payment? being made or undertaken, they shall have the right to do all ne- cessary or desirable acts in reference thereto, including that of mortgaging the property. Fourth. — The Trustees shall elect from their number a Presi dent. Secretary and Treasurer of their Board, and make and cs tablish such rules for the management of the business as they shall deem expedient. A majority of the Trustees shall constitute a m ot tlie assigr.- secondpart, jresaid ; ami Dther parties IS and condi e as follows : he property, e mentioned, een obtained, h manner, in ermine, witli ereof, at such said Trustees lagement anil y, at any and interest of the >f the proper- elves or their :erests in any may become The Trustees cate any por- any time or or other par- ►le to pay, for relatinj; to it e their discre ccount of the ich payments t to do all Ho- lding that of nber a Presi make and es ( as they shall 1 constitute a 25 quorum, and may do and perform all acts which the Trustees arc authorized to do ; and in case of the death or resignation of any Trustee or Trustees, the right to resign being hereby specifically granted, tlie vacancy thereby occasioned shall be filled by a vote of the majority of the remaining Trustees, and the person so se- lected sliall be vested with all the rights and powers of a Trustee, as fully and effectually as if he had been created a Trustee by this instrument, upon executing upon this agreement, or sop^^^ duly authoii ',ed counterpart hereof, his assent to and acceptance of Buch trust. Fifth. — The Trustees shall in no case be responsible for any other than tlieir own individual action, nor in any manner responsible for any act or omission, except willful malfeasance. Sixth. — The Trustees shall make and deliver, to any party in interest demanding the same, a certificate in writing, to be pre- pared and made in such terms as the Trustees shall determine, and to be signed by the President and Secretary, and counter- signed by the Treasurer, declaring the interest in this agreement to which such party is entitled. And thereafter such certificate shall be and be taken to be the only evidence of such party, or his assigns or legal representatives, of any interest in this agreement, or in the property to which it relates. Such certificates may be made divisible, and to be assignable and transferable on the books of the Trustees, on their surrender and cancellation ; whereupon new certificates will be issued to the persons entitle'^, thereto, pro- vided, however, that no party shall be entitled to any such certifi- cate until he shall have executed, in such form as shall be pre- scribed by the said Trustees, liis assent to this agreement. Seventh. — The Trustees may do any acts in their discretion ex- pedient, by themselves or their agents, in developing or operating the property, and may use any proceeds therefrom to discharge and pay any expenditures or liabilities connected therewith ; and in furtherance of this purpose, the Trustees are authorized to make any purchases or sales of any property useful or desirable for such development or operations in the names of any persons whatso- ever; and in reference thereto, exercise an unrestri ted discretion in all respects. III X 26 Eighth. — The Trustees may, at any time or times, distribute and pay to the parties in interest such portions of any profits which they may have realized, as in their discretion they shall deem expedi- ent ; and shall make such dividends at sundry times, when the sura of one hundred thousand dollars shall have accrued as profits, over and above all liabilities at any such time existing. Ninth. — Upon any sale of the property by the Trustees, under the authority herein given, or under the direction of the parties in interest as herein provided, the Trustees shall apply the proceeds thereof, first to the payment of all demands or just claims, and shall distribute the balance thereafter remaining, if any, among the parties in interest, ratably, according to their respective in- terests ; and thereupon this trust shall cease and determine, and this agreement be and become null and void, except as an evidence of title. Tenth. — The interests of the parties entitled under this agree- ment are hereby declared to be as follows: E. B. Ward, twenty- seven and a half per cent. ; Edward Learned, twenty-five per cent. ; Alexander H. Sibley, six and one-quarter per cent. : Charles A. Trowbridge, six and one-quarter per cent. ; Peleg Hall, six and one-quarter per cent. ; William B. Frne, six and one-quarter per cent. ; William H. Zabriskie, one and five-eighths per cent. ; Alexander H. Sibley, Trustee, nine and five-eighths per cent.; George S. Coe, one and one-quarter per cent. ; Edward Alexander Prentice, ten per cent. And the certificates to be issued therefor, and future certificates, are to be made and issued, for the purpose of convenience, on the basis of sixteen hundred parts or shares, and as follows : E. B. Ward, 440 sixteen imndredths. Edward Learned, 400 " " Alexander H. Sibley, 100 " " Charles A. Trowbridge, 100 " " Peleg Hall, 100 " « William B. Frue, 100 « « William H. Zabriskie, 26 « " A. H. Sibley, Trustee, 154 " " George S. Coe, 20 " « Edward A. Prentice, 160 « " Sams aocoi monc be a so h( the It out c and rate ,vibute and ivhich they Bin expedi- when the L as profits. • tees, under e parties in le proceeds claims, and my, among ispective in- ermine, and an evidence r this agree- ird, twenty- ■nty-five per nt.: Charles eff Hall, six one-quarter hs per cent. ; 13 per cent.; •d Alexander ued therefor, : the purpose rts or shares, idredths. {( (C (C (C (C « I if ■ft 27 In ■\vitxess ■whereof, the parties hereto have hereunto set their hands and seals, this second day of November, A. D. one thousan^J eight Imndred and seventy. A. H. SlULKY, E. B. Wakd, Tnistee, Edwakd Learned, Trustee^ *Peleg Hall, Trustee^ C. A. Trowbridge, Trustee, [seal.] A. H. Sibley, Trustee. [seal.] [seal.] [seal.] [seal.] [seal.] In the presence of Frank E. Kerxociian. At the first meeting of the Trustees, at the St. Nicholas Hotel, on the 2d day of November, 1870, present, Edward Learned, E. B. Ward, Charles A. Trowbridge, Pelcg Hall and Alexander H. Sibley. On motion, It was resolved, that Alexander H. Sibley be appointed Presi- dent, Edward Learned, Ti-easurer, and Charles A. Trowbridge, Secretary, with the understanding that a majority of the Trustees tUAy, at any time, make any changes of any of the oflBcers which tkey may elect to do. It was further resolved, that all the money receivable, and ores a&d avails thereof, shall be paid or delivered to the Treasurer, or deposited to his credit in the American Exchange National Bank of New- York; provided, however, that inasmuch as, up to the l^tesent time, Mr. Sibley has become obligated for considerable ftums, in conducting the business, and has likewise received on aecount thereof other lai'ge sums from the owners, that any of such moneys lie may have on hand, or other which he may receive, may be applied by him directly to the payment of his said obligations so heretofore contracted ; his accounts, however, to be returned to the Secretary, and to be settled with the least practicable delay. It was further resolved, tliat the President shall be paid a salary out of the net earnings of the business, for his services rendered, ftnd to be rendered, for the benefit of the trust, at and after the vate of five thousand dollars per annum, commencing September 1^ last past. ,«. *|lr. Sibley, on behalf of W. B. Frue, having requested that a r. *HIM 28 salary sliould also be allowed Mr. Frue, who is agreed upon as Superintendent at the mine, a similar salary was agreed to be paid him, with a furthc^r understanding that, should he continue to act in such capacity satisfactorily, he should be allowed an addi- tional sum of twenty-five thousand dollars as a gratuity, in case, within one year, there shall be realized net proceeds from the mine which can and shall repay the purchase money for the pro- perty purchased of the Montreal Mining Company and interest; and also furnish the money to pay such gratuity. On motion. The meeting Avas dissolved, subject to re-assembling on the call of the officers, or a majority of them. Under the new organization, work at Silver Islet and on the main land was vigorously prosecuted under the able superintendence of Capt. William B. Frue ; though not as rapidly as we had reason ^o hope, in consequence of the difficulty of obtaining skilled miners. Jarvis Location. During the months of June and part of July, 1811, a small force was engaged in sinking a shaft on Jarvis Island, on a large and i^romising lode, which, in places, showed rich in silver ; but work was discontinued on the 26tli of July, in consequence of an offer being made by Messrs. R. F. McEwen, of London, England, and Simon Mandlebaum, of Detroit, Michigan, of $150,000 for the " Jarvis Location," (6,400 acres,) which was accepted by the Trustees, the money paid into the Treasury, and deeds were executed to these gentlemen. Woods Location. Deeming it for the best interests of the trust, the Trustees, ou the 21st day of February, 1872, made a deed of Woods Location, consisting of 6,400 acres, including Silver Islet and the other islands in front thereof, to a Company, which they organized for the purpose, under the laws of the State of New- York, called " The Silver Mining Company of Silver Islet, Lake Superior." To this Company the Trustees also conveyed all the works at Silver Islet, and all the mining plant and stores there and at " Woods Location," as well as sixty thousand dollars, or sixty 29 kI upon as ;reed to be continue to ed an adtli- ity, in case, Is from the for the pro- id interest; on the call I on the main ntendence of tad reason ^o ;illed miners. 71, a small id, on a large I silver; but uence of an )n, England, 0,000 for the ipted by the deeds were Trustees, on )ds Location, nd the other organized fov -York, called ke Superior." the works at there and at lars, or sixty per cent, of the capital stock of the Wyandotte Silver Smelting and Refining Works, which the Trustees had caused to be con- structed, for the purpose of smelting the ores from Silver Islet, there being no establishments in the Eastern States of sufficient capacity to do the work. Since the transfer of " Woods Location," the Trustees have carried on no mining operations, and have, therefore, nothing of pecuniary interest to report. They intend in the coming spring to commence explorations upon tlio remaining locations, with a view to dispose of the property, or to have it developed as speedily as jiossible. Thompson's Island. At the time of making the final payment to the Montreal Mining Company, some objection was made by that Company to including in the deed a location known as Thompson's Island, not specifically enumerated in the bond, but claimed by the Trustees under the general terms thereof. Tlie difficulty thus arising was finally compromised, by making an agreement, by virtue of which the Trustees accepted one-half of the stock of the Montreal Mining Company, which still holds the title to Thompson's Island. The stock is held by Robert Anderson, Trustee for this Com- pany, and the prospect of its becoming of considerable value is good, as the island contains several promising veins, which have not yet been opened on ; but it is expected that a small force will be set at work there during the coming summer. The Trustees have not thought it necessary to explain in detail the many difficulties with which they have been obliged to con- tend, in the faithful management of the important interests com- mitted to their charge ; the vexatious lawsuits they have been compelled to sustain, the intricate legal questions they have had to compromise, the insidious attacks upon the integrity of their pro- perty which '.hey have successfully defeated. These difficulties have hitherto rendered it inexpedient and impracticable to make a report of their operations ; and they hope that their reticence has not been misconstrued by those in whose interests it has been maintained. The Treasurer's report shows a balance on hand of cash and cash assets, of 176,025 11 ; which the Trustees deem sufficient to provide for the exploration of the remaining property. 30 lit*" Kill! I'! Report of Edwabd Learned, Treasurer of " The Canada Lands Purchase.'' Cr. Goia. 1870, Sept. 1, Paid^ra^ instalment on purcbaee of the property of the Montreal Mining Co., $50,000 00 1871, Jan'y 1, Paid second do. do. do 50,000 00 July 1, " third do. do. do 50,000 00 Sept. 30, " fourth do. do. do 75,000 00 " " " interest on above instalments to the Montreal Mining Co., 8,363 00 Currency. " " " premium on $183,363, gold, and interest on loans to pay above instalments, 13,846 00 1871 and 1873. " for smelting silver ores produced from Silver IsletMine, 60,110 11 " Canadian Customs on supplies and machinery purchased in the United States, 3,584 35 " freight and insurance on ores and supplies,. . 26,614 13 " for steam tugs " Ed. Gallagher," " Helen Grace," " Silver Spray" and two large scows, $30,448 01 " for explorations and surveying on different locations, 4,423 78 " for ^ taxes on property for 1870, (| being paid byM. M. Co.,) 740 22 " for taxes for 1871, 8,135 56 " drafts of Superintendent for supplies, labor, &c., on Islet and main land, 131,662 60 " premium on gold purchased to pay above drafts and interest on same, 11,384 79 " for mining plant, engine and engine house, « pumps and fixtures on Islet 7,066 4 " for boarding house, office, assorting and change house on Islet, 4,651 28 " for breakwater, coffer-dam and shaft on Islet, 60,745 JiS " " dwellings, boarding houses, store, ware- houses and stables on main land 23,835 01 " for teams, office furniture, bedding, &c., &c.,. 5,245 63 " *• harbor breakwater, building roads, clear- ing lands, &c., 14,556 11 " for general expenses, including law fees and legal expenses in Canada and New- York, . 21,872 89 " for William B. Frue on special contract for services, 26,000 00 " first dividend, 166,686 66 " second do 96,000 00 " cash on hand, 69,665 11 $1,022,020 64 da Purchase." Gold. $50,000 00 50,000 00 60,000 00 75,000 00 8,363 00 Currency. 13,846 00 60,110 11 3,584 85 36,614 13 $30,448 01 4,423 78 740 23 2,135 56 131,662 60 11,284 79 7,066 4 4,651 28 60,745 yS 22,325 01 5,245 63 14,556 11 21,872 89 25,000 00 166,666 66 96,000 00 69,665 11 $1,022,020 64 81 Dr. 1870, Aug. 27, Amount received from ebareholders to pay Ist in- Btalment, j7oW, $50,000 00 " " " do. for working capi- tal, cwrrenc^/,.. 23,100 00 1871 and 1873. " " " sales of silver, being pro- duct of mine for 1870 and 1871, 797,448 68 " " " sale of Jarvis Island pro- perty, (0,400 acres,) 150,000 00 " " for interest on same, 1,47196 $1,022,020 64 Assets. Caslionhand, $00,065 11 Atlantic Mutual Insurance Co.'s scrip for 1871,.. . 1,410 00 do. do. do. " 1873,... 4,950 00 One-half the stock and franchises of Montreal Mining Co. Sixteen locations on Lake Superior, containing 94,298 acres. Liabilities, None. I'd sum up the operations of the Trustees in a few words : they aequired, for an original outlay of ^73,100, more than 107,000 acres of land ; out of the proceeds of the land itself, they have paid, for the purchase of the property, about $200,000 ; for smelt- ing and freight, about $100,000; for labor and construction ac- count, about $260,000 ; for sundry miscellaneous expenses, about iJiOjOOO ; have divided among the shareholders over $260,000 in cash ; and have now on hand about $75,000, or an amount equal to that with which they went into business. When the Trustees took possession of the property it was a lonely and desolate wilderness ; they have transformed it into a thriving and industrious settlement, with a church, school-house, store, custom-house, post-office and substantial dwellings for over 600 men ; they have made it the best harbor of refuge on tlie northern shore of the lake, with a light-house on Silver Islet, and range lights on the main land ; with extensive wharves, for ship- ping ores and supplies, with basins protected by breakwaters, with a sectional dock for repairing vessels, with three steam-tugs •ad complete equipments of all descriptions. Silver Islet itself %aB a bare rock, nearly a mile from the main land, exposed to 1 ■ft* ■■^ii^: 32 being daily submerged by the waters of the lake ; measuring not more than eighty by one hundred feet. Its area has now been enlarged to over two acres, well protected against storm and water, and covered with buildings for the mining, assorting and packing of the ore. The mine is, without question, the most remarkable silver mine in the world. All this property, together with the controlling interest in the most complete smelting works on this continent, has been trans- ferred to The Silver Mining Company of Silver Islet, Lake Su- perior, of which the whole capital stock has been divided in the ratio of thirty-six shares to each share in the trust; and that Company is now successfully operating the mine. A charter was obtained from the Provincial Parliament of On- tario, incorporating the Ontario Mineral Lands Company, to which the Koyal assent was given on the 2d day of March, 18V2 ; and in this Company the property held by us as your Trustees is now vested, viz. : Mineral lands, 94,298 acres. One-half the stock and franchises of the Montreal Mining Company. Cash on hand, Atlantic Mutual Insurance Co. scrip, 1871, 1872, (( « u u ,665 11 1,410 00 4,950 00 In closing our report, we confidently believe that so successful a financial operation has rarely been made ; and we only hope that the future of The Ontario Mineral Lands Company may prove equally fortunate in its results. No. 52 Hkoadway, Njew-Yobk, BeG. 30, 1872. A. II. Sibley, Edward Learned, E. B. Ward, Chas. a. Trowbridge, Peleg Hall, Trusieea. i 'ii I asuring not 3 now been I and water, nd packing remarkable erest in the been trans- t, Lake Su- /ided in the , ; and that B Y-L. A.A\^ S OP THE nent of On- ly, to which , 18V2 ; and stees is now ONTARIO MINERAL LANDS COMPANY. 34,298 acres. ,665 11 1,410 00 4,950 00 o successful e only hope Y may prove Trustees. 1. The principal office of the Company shall be at Silver Islet, in the Province of Ontario. 2. The Company shall have an office at room 22, Number 52 Broadway, in the City of New- York, at which books shall be kept for the subscription and transfer of shares, where shareholders' meetings shall be held, and where any business of the Company may be transacted. 3. The place referred to, in the 16th section of the act incorpora- ting the Company, shall be in the Edinburgh Assurance Buildings, on Wellington Street, Toronto. 4. The annual general meetings of the shareholders, after the year ;||73, shall be held at room 22, Number 52 Broadway, in the City €p New- York, on the second Wednesday of February in each y«ar. 3 84 6. Special meetings of the shareholders shall be called by the Sec- retary, whenever directed by the Directors, or by the holders of more than a quarter of the shares then actually issued, of which notice shall be given, as provided in the 14th section of the act incorporating the Company : such notice shall specify the objects of the meeting, and no other business shall be there transacted. 6. At any meeting of shareholders, every shareholder shall be en- titled to one vote for every share standing in his name ; but votes shall only be cast by the owner or holder of such shares, or by a person holding a power of attorney for such purpose, signed by the holder or owner. No shares owned or held by the Company shaU be tntitled to a vote. i Meetings of Directors may be called at any time or place, upon reasonable notice, to be given by the Secretary at the request of three Directors. 8. The said Directors, or any of them, shall receive such compensa- tion for their services as the shareholders, at any annual general meeting, shall direct. 0. The Directors shall, immediately after their election, appoint officers, servants and agents, as provided in the 13th section of the act incorporating the Company. 10. Certificates of shares in the Company sTiall be signed by the President and Secretary, under the seal of the Company ; and all other instruments, requiring the seal of the Company, shall.be given under the hands of the President or Vice-President, and of .the Secretary, 85 11. The Treasurer shall have the care and custody of all the funds of the Company that may come into his hands ; he shall sign or accept all checks, drafts, notes or orders for the payment of money which may be necessary for the business of the Company, and shall pay out and dispose of the same under the direction of the Directors. He shall keep his bank account in the name of the Company in a bank or banks designated by the Directors; and shall make a statement thereof to the Directors upon a reasonable notice ; and shall, at all times, exhibit his books and accounts to any Director upon application for that purpose. 12. The Secretary shall keep minutes of all proceedings at meetings of the shareholders, or of the Directors, in proper books provided for such purposes. He shall attend to such correspondence, and keep such books as the Directors shall order ; and shall attend to the giving and mailing of all notices ; and shall further perform all such acts as the Directors shall order. 13. The Directors shall have power to sell or lease any portions of the Company's lands ; provided, however, that no sale, lease or other disposition of all of the Company's lands shall be made with- out the authority of a majority in interest of the shareholders, to be given at the annual general meeting, or at any other meeting of the Company, specially called for that purpose. 14. Certificates of shares shall be numbered and registered, in suitable books, in the order in which they are issued ; and each certificate issued shall be receipted for, in the margin of the cer- tificate book. The certificates shall be in the following form : " This is to certify, that is a holder of " shares in * The Ontario Mineral Lands Company,' of the par " value of upon which the sum of " has been paid up. 36 " Given under the hands of the President and Secretary, and " under the seal of the said Company, this day of A. D. 18 {( J) do 16. Transfers of shares shall be in the following form : " I, in consideration of the sum of " dollars, paid to me by of " hereby bargain, sell and transfer to the said " and his executors, administrators and assigns, or such persons " as by law may become entitled to his or their personal pro- " perty, shares in ' The Ontario Mineral Lauds Com- " pany,' subject to the same rules and orders, and on the same " conditions that I held the same immediately before the execu- " tion thereof; and I, the said do hereby accept " of the said shares, subject to the same rules, orders " or conditions. " As witness our hands, this day " of A. D. 18 » Transfers shall only be made upon the books of the Company, by the holder or owner in person or by power of attorney, authenticated to the satisfaction of the Directors, and by the sur- render of the certificates of the shares transferred ; and all sur- rendered certificates shall be immediately cancelkd by the Secre- tary. 16. * All calls upon shares shall be made by the Secretaiy, by circu- lar, in the following form, or to the like effect : " Take notice, that a call of per cent, on each share of the " capital stock of the Company has been made by order of the Direc- " tors of * The Ontario Mineral Lands Company,' to be paid at the " offices of the Company, at No. 62 Broadway, in the City of New- " York, on or before the day of A. D. "18 ; that the amount to be paid by you under such call is the 37 " Slim of ^ ; and tliat you aro required to pay the same " on cr before the said * day of A. D, 18 ." No call shall be made for more than twenty-five per cent, at any one time ; and thirty days' notice shall be given of all calls. In case any shareholder shall neglect or refuse to pay such calls, at the times appointed, the Secretary shall send to the defaulting shareholder, at the address referred to in the 1 4th section of the act incorporating the Company, and publish as directed by that section, a notice in the following form or to the like effect : " Take notice, that inasmuch as you have failed to pay the call " on your shares in ' The Ontario Mineral Lands Company,' of " which you were notified by circular, dated the day of ** A. D. 18 ; the said Company will, if such call remain " unpaid for the space of three months, cancel your shares in the " said Company, without further notice *o you." 17. In case of forfeiture of shares for non-payment of calls ^hereon, as aforesaid, the same shall be and be considered duly cancelled, by a resolution of the Directoi's to that effect. 18. Tliirty days' notice of all dividends shall be given by the Secre- tary, as provided in the 14th section of the act incorporating the Company ; and the transfer books shall be closed ten days before and shall remain closed until after the first day of payment of the dividend. 19. A suitable seal shall be provided, which shall be under the charge of the Secretary, and the affixing of such seal to contracts and instruments, together with the signatures of the President or Vice-President as aforesaid, and of the Secretary, shall bind the Company. 20. The transfer books of the Company shall be closed ten daya 38 before, and shall remain closed until after the annual general meeting cf the shareholders. 21. If any person claims a new certificate from the Company, in lieu of one lost or destroyed, he shall make an affidavit of the fact and the circumstances of the loss or destruction, and shall adver- tise in one daily paper published in the City of Toronto, and in one daily paper published in the City of New-York, both to be designated by the President or Vice-President, once in each week for six weeks, an account of the loss or destruction, describing the certificate, and calling upon all persons to show cause why a new certificate should not be issued in lieu of that lost or destroyed ; and he shall deliver to the Company his said affidavit and proof of the publication of said advertisement, and shall also give to the Company a satisfactory bond of indemnity, with one or more sureties, in double the amount in value of the shares represented by the certificate so lost or destroyed, against any damage that may arise from issuing a new certificate ; whereupon the proper officers' may issue a new certificate of the same number, date and tenor with that said to be lost or destroyed, and specifying that it is in lieu thereof. 22. These by-laws may be altered, amended, suspended or repealed by a majority of all the shareholders in interest, at any annual general meeting, or at any meeting specially called for the purpose.