1\r 7 0"*/^
3^158
BY-LAA^^S
OF THE
!
QUEBEC
RUBBER COMPANY.
m mtm ^
Adopted 24tli Februaey, 1870.
QUEBEC:
PRINTED AT THE 'MORNING CHRONICLE " OFFICE.
1870.
"I Tll'tl
/
BY-LA.\VS
OF TUB
QUEBEC
RUBBER COMPANY.
Adopted 24th February, 1870.
QUEBEC :
PRINTED AT TUB " MORNING CHRONICLE " OFFICE.
1870.
> ^ i ■ i
\
BY-LA.^VVrs
OF TIIK
QiJEBEC RIIIIBER COIMY,
ADorTED 24th Feuuuakv, 1S70.
1st. The Annual Meeting of the Shareholders of the
Company for the Election of Directors and the trans-
action of the general business of the Company, shall
be htld at the principal otlice of the Company, in the
City of Quebec, on the last Tuesday of January in each
year.
2nd. At the said Annual General Meeting, the Shar,'-
olders of the said Company, those present, shall, by
vote, elect two persons to be a Board of Audit, and
sucli persons mayor may not be shareholders, and ii
sliall be the duly of said Board of Audit to exam-
ine the Books of account of the Company, and papers
• and vouchers thereof, which books, papers and vouchers,
shall be accessible to the said Board of Audit, and
U) make th.eir report (hereon at the next Annual General
Meeting, or any other General Meeting.
/ 3rd. A Special General Meeting of the Company,
I may, at any time, be called by the President of
[ the Company, or whenever required, by not leas than
\ five Shareholders, who, together, shall be proprietors of
at least one-fourth of the shares.
4th. Notice of all General Meetings of the Company
shall be given by the publication of the same in, at
k 2
('
lennt, two Qnrlx'c Cily Xcwspaprrs, one Eng-
IIhIi an'l one Krcncli, at least ten days previously thereto,
statiniif the clay, lime and place of the meeting, and in-
tlicaling its |)urpo!je and objects.
61I1. At all Meetings of the Company, seven Shirc-
hoiders at lea>t,niust be perionaliy present to conslitue a
(juorurn for the transaction of business.
6th. The President, or in his al)<?ence tlie Vice-Presi-
dent, or one of the Directors, shall preside at all Meet-
ings of the Shareholders, or of the Directors ; and all
votes thereat shall betaken by ballot when demanded
by any Shareholder present, but if not so demanded,
ihev shall be taken in the usual way l)V a-^inent or '
dissent. \
7ih. Sharehokh rs may vote by proxy, nrovided llir '
authority for llutt purpose be given to anoiher Sh^'re-
hoider in proper form, and dcj^osited with ihe vSeere-
tary of the Company.
8tli. The affairs of the Company shall be rp.tinag^d by ,
aboard of seven Directors, to be elected annually from
among the Shareholders at their annual meeting, each
of which Directors must be the proprietor of at lea^^t
ten shares of tiie capital stock of the CoiDpany, fimi |
they shall always remain in ollice, and b.' Diiu'ciors. i
until th ir successors shall be elected.
Oili. There shall be a meeting of the Board of Dii'c-
tors at least once a month, and special meetings may
be called by order of the President or Vice-President,
by leaving a notice under the liand of the Secretary or
Treasurer, at the resilience or place of busine>s of said
Directors.
lOdi. Three Directors j^resent shall be a quorum for the
transaction of business, at any meeting of the Direc-
tors.
5
;
i/
'I III). It sliall be the duty of the Direclors to inaiui^u
the affairs and business of tlie Company genernlly in
<u)nformily with the charier and Hy-Laws ot the Corn-
)any, and it will be specially incumbent on them wilh-
n ten days after ihoir own election to elect from amoni^
hemselves a President and Vice-President. It will
also be their duty to fix the rates of salary or remune-
ration for all Olficcrs of the Company, and to lequire
from the Treasurer of the Company a good and ?ulH-
cient security for the faithful performance of his duties ;
and ihey may, in their discretion^ recpiire security to
their satisfaction from all other Olllcers of the Com-
pany, but in no case shall they accept the security of
any Ollicer of the Company for or on behalf of any
ilier Odlcer or employee of the Company.
12th. At every Annual Meeting of the Shareiiolders of
the Company, the Directors shall submit a (dear ami
Ifull statement of the aflairs of the said Company,
f(;ontaining and particularizing on the one part all the
assets of the Company, and on the other part, all its
liabilities, thus exhibiting on the one hand the debt^i
due by the Company and on the other hand the rr'-
j^ources thereof, and the said statement shall also ex-
hibit the rate and amount of the last dividend declared
by the Directors, the amount of the reserved profits at
the time of declaring the said dividend, and the amount
of debts to the Company overdue and not paid, with
an estimate oi the loss which may probably accrue
thereon.
13th. The Directors may declare yearly or half yearly
d^ividends of so much of the profits of the said Company
as to them shall appear advisable, aud such dividends
shall be payable at the principal otiice of the Company,
and of which they shall give ten day^i' notice to the
shareholders by post previously : Provided always, that
such dividends shall not in any manner lessen or impair
J.he capital stock ol the said Company.
A •
Mlb. It shall be the duty of the Pr(\'<ident. or in his
ab.Hence the Vice-President, to execute all Bonds and
J)(fds entered into by the Directors of the Company,
• to sii^n certificates of stock, to sign all Prornisory noie.s
<^'iven by the Company, to accept and endorse drjjlts
and to endorse Bills receivable; and all note.-<, draft.-*,
bills, and Bills Beceivable, when signed by the Presi-
(Icnt or Vic2-President, and countersigncMj by the
Treasurer ; and all che(|ues signed by said Treas»urer,
and eniinterjjigned by the President or Vice-President,
shall nlways be binding on this Company, wilimut
fijrtlier auiion of the IJireelors.
loth. The Directors shall from time to time appoint a
fit and |)r()per p«'rsonto be the Secretary of the Company,
whose duty it shall be to see that all necessary book>,
and records of the Company, either required by tiicir
Charter or by their By-Laws, or by t!ie exigencies
of Iheir business, including the minutes of the proceed-
ings of the Directors, are regularly and properly ke{)t ;
and the said Secretary shall not allow any person to ex-
amine the Books of the Conlpany, and take communi-
cations of the same except by and with the approval of
the Board of Directors. It shall also be his duty to call
the meetings of the Shareholders and Directors, and to
countersign all certificates of shares issued to partirs
holding stock in this Company.
16lh. Tliey shall in like manner appoint a fit and pro-
per person to be Treasurer of the' Company, whose
duty it shall be to sign cheques for money, to counter-
sign Promisory Notes, Drafts and Bills Receivable, and
the certificates of the Capital Stock, issued by the Com-
pany, none of which shall be valid and binding ou this
Cornpany unless they also bear the signature of the
President or Vice-President. It shall also behisdiitv
to keep proper and correct records of all his trans-
actions on behalf of the Company.
/
V I7ili. Tlio olli<!e of Secretarv and Treasurer (if iIhj
C'oinpany may bi^ (illocj by liie same person.
I8in. Tlic Directors s^hiill al.-ao appcvint a Munii^xT,
liose (July it shall be to have llie |L^en(M-al charge and
^iv.anageinent of all the property and business of the
Company. He shall, under the authority of the said Di-
rectors, if such authority be required, make all contrac!**
for the proper transaction of the business of the Company,
and have sole charge and direction of all employees
(if the Company, being at all times responsible to ilif?
Board of Directors for the proper discharge of his
diiti?!8. The ollic;'^; of Manaiifer and Secret irv nnv
l)e hi led by the >arne person.
10:li. CertificMtes of Shares of the Capital Sto(di of the
Company shall be granted and issued to the proprietor.s
I'.iereof in >l:e following forui :
No. share?*
Tliis is to cerfit'y, that is the
proprietor of - Shares of the Cnpnal
Stock of The Quebec Rubber ('ompany of Quebec, sub-
ject to the provisions of the Act ol Incorj)oration, and
ilic Bv-Lavvsof the Company, transferable only at the
principal otlice of the Company, in the City of Quebec,
by the said or
a'.fornev
In witness wheroof the President and Secretary Ijavp
lu»r(?unto afllxed their Signatures and tue corporate seal
of the said Company, this <lay of
187 countersigned Pre^U'deut
* Srcrelarv.
Treasurer.
20th. The Shares of the Com}>any shall only be trdn.s-
ferabie by recording in the Stock Bookof tlie Company,
at the principal oflice of the Company, in the City of
Quebec, by the Shareholder or Attorney, ,
and itu? Iraiisfer shall he in tiie follow! ni( form, an«l
not olherwisf?.
KoHM or Transfer.
I of in consideration
oftlio .suiii oi' dollars paid to me by
of do luTfby bargain,
sell and transfer to tlie >;»id
Shares of the Capital Stock of the Qiiebcc Riibbt-r Corn-
panvj now standing in my name on the Books of the
:>ai(.l Company, to iiold to the said
heirs, executors, curators, adminis-
!rutor>^ or assigns, subject to the same conditions that
liold llie same. And I the said do hereby agree
io accept and receive of the said
tiie above named shares subject to the same rul-'s,
liabilities and conditions upon which the said
held said shares.
VViii-L'^s our hands and seals, this day
T^t 187
ils!. Xo Slock sliall be transferred in the boo.v - af
His Company until the said Shares shall be paid u[)
in full without the consent and approval of the Board
Directors.
^ind. Shareholders may grant powers of attorney for
tne transfer, purchase or sale of Stock or receipt
of dividends, &c., wiiich may be in the following
jtinu :
VouM ov Power or Attorney.
Know all men by these presents, that
of t!o make, constitute and appoint of
my true and lawful atlornev for me and in
my tnmeandonmy behalf to purchase and receive, or sell,
assign and transfer all or any part, interest or share of
the Capilal Stock of Tiie Quebec Rubber Company of
(■Quebec, or to me belonging or standing In my iriiiT ,
9
tn rcc'ivt-* ilic ri.r.s:(!<'ration t!i.'rti'nr, and c.i'^e rpccipt
(T receipts lor \hn same, to iicrejjt all irin-lVrs tluit now
; re or lu're;ilt.'T may be made unto me, to receive and
rive teceij;' for dividends tliat now are r.r s!]ad liere-
; tier Ijeenriic due me, (Vi.m lime In iime, ar.d i(''nera!ly
o do ail I'dwfu! acts r;'<|e.;^iie for ell'ectinu tt;e |)remi>rs,
ferel;v riiiivit;:/ and coafirmiiiiT -iil '--^ H'V sai'l
aMorney s"!;aii do :i;er;in,
Iti Vv'i'i^csv \\-]i'::[--Ui I ;:ave !iere;:n;o «<•'! mv h i '^ ! and
«ea!, at tliis day nl IS
in pre-ii.-ni ;.• of
2,]r\
FiiJ>i ('F F'n ^XY
I
of
liereov aDOom^
- ■ <d" — - ""^ Shareholder i \ Tiie
(^ii'i'''' iU;h>:;.-f Company t-i (.yuebec, t.> r''p;!->t'iit h.e
!■. V '-(/xy. ^<in^\ to vote and act 1 jr mc at all M;"el';n:is ol
b;" Cvjmjjany, and in my n ime to do a i lhini:-< wii!i
r.'iJird io t":;e business of the Company in mv s!ead
laa* I miirh:t Ieq-ai!v ch), if personaby pre.^on'. \ViT.'.»>s
mv hand, tUs ;!av of 1 >7
2itii. T;^-" Seal ';-re;m'v) af!i^:i^d shad be the >eal
of liie (h'i^inanv.
A !!•><',
Secretary,