company is in bility on Directors. ings of the Company, and may vote accordingly as a shareholder or may appoint any shareholder to act as his proxy. Declaration of 21. If the Directors of the Company declare and pay any dividend when dividend when the Company is insolvent, or any dividend the solvent to en- payment of which renders the Company insolvent or diminishes tail responsi- the capital stock thereof, they shall be jointly and severally liable, as well to the Company as to the individual shareholders and creditors thereof, for all the debts of the Company then existing, and for all thereafter contracted during their continuance in office respectively; but if any Director 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 publish 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. Proviso. No loan to be made to a shareholder. Existing tinued in office. 32. No loan shall be made by the Company to any shareholder, and if such be made all Directors and other officers of the Company making the same or in any wise 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 such loan with legal interest, for all debts of the Company contracted from the time of the making of such loan to that of the repayment thereof. 33. The Directors elected under the charter incorporating the Directors con- Company shall remain in office until the next election of Directors between the fourteenth day of February and the fourteenth day of April, in the year one thousand eight hundred and seventyfour, and any by-law, resolution or regulation adopted under the said charter shall remain in force till repealed, or until new bylaws, resolutions and regulations shall be adopted. Preamble. CHAP. 109. An Act to incorporate the Canadian and West Indian [Assented to 23rd May, 1873.] WHEREAS David Torrance, Thomas Cramp, John Torrance, Honourable James Ferrier and Robert Esdaile, all of Montreal, in the Dominion of Canada, have petitioned the Parliament of the Dominion, praying that they may be incorporated with such other persons as shall become associated with them as a Company, Company, under the name and style of the "Canadian and West Indian Royal Mail Steamship Company," for the purpose, among other things, of building and seiling steam and other vessels between this country and the British West India Possessions or the Island of Cuba, or to the possessions of foreign countries in the West Indies, or to ports in the United States, and for such other purposes of steam navigation as to the said Company may scem expedient; and it is expedient to grant the prayer of the said petitioners as hereinafter provided: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: rated. 1. The said David Torrance, Thomas Cramp, John Torrance, Certain perHonourable James Ferrier and Robert Esdaile, of Montreal, toge- sons incorpother with such other person or persons as shall be and become stockholders in the said Company, and their respective heirs, executors, administrators, curators and assigns, shall be a body politic and corporate, by the said name of the "Canadian and Corporate West Indian Royal Mail Steamship Company," with all and name and genevery the incidents and privileges to such corporation belonging. eral powers. corporated. 2. It shall be lawful for the Company to construct, acquire, Purposes for charter, navigate and maintain steam vessels for the carrying and which the comconveyance of goods and passengers or other traffic between the pany is inports of the Dominion of Canada and between the said ports and elsewhere out of Canada, and to, from and between any ports out of Canada, and steam or other vessels for all business and purposes connected therewith and the profitable prosecution thereof; with power to sell or dispose of the said vessels or any of them, or grant and consent to bottomry or other bonds on the same, or mortgage the stock of the Company, or any part thereof, when and as they may deem expedient, and to make contracts and agreements with any person or corporation whatsoever for the purposes aforesaid, or otherwise for the benefit of the said Company. perty for the 3. It shall be lawful for the said Company to purchase, rent, Company may take, hold and enjoy, to them and their successsors, as well in hold real proCanada as in such other places where it shall be deemed expe- purposes of dient for the purposes of the said Company, either in the name their business. of the said Company or in the name of the trustees for the said Company, such lands, wharves, docks, warehouses, offices and other buildings as they may find necessary and convenient for the purposes of the said Company, but not for any other purpose; and to sell, mortgage or dispose of the same when not wanted for the purposes of the said Company, and others to purchase and acquire in their stead: Provided always that the yearly value of such lands, wharves, docks, warehouses, offices and other buildings limited. within the Dominion at the time when the said Company shall enter into possession thereof, shall not exceed at the time of taking possession in the whole the sum of one hundred thousand dollars. Proviso: value Capital. Increase of capital. Proviso. Calling in stock. 4. The capital stock of the said Company to be raised amongst the said shareholders shall be one million dollars currency, in one thousand shares of one thousand dollars each, with power at any annual general meeting of the Company to increase the same to two thousand shares or two millions dollars currency: the Provided always that the said Company shall have paid up sum of one hundred thousand dollars currency before receiving any passengers or freight. 5. The Directors of the said Company may call in the capital stock of the same in such sums as they may see fit; provided no larger sum than twenty per cent. of the amount subscribed is payable at one time, and that at least three months shall elapse between cach payment. Directors. 6. The business and affairs of the said Company shall be conducted and managed and its powers exercised by nine Directors, to be annually elected by the shareholders, and who shall be Qualification. severally shareholders to an amount of five thousand dollars of the said stock, and who shall be elected at the annual meetings of the Company by the shareholders then present, or by proxy as hereinafter provided; and which Board in the first instance First Direc- and until the first general annual meeting of the Company, as hereinafter provided, shall consist of the Honourable John Young, M. P., Honourable James Ferrier and Honourable Thomas Ryan, Senators, David Torrance, Thomas Cramp, Robert Esdaile and John Pratt, all of the city of Montreal; James Gibb Ross, of the city of Quebec; and James Domville, of Saint John, New Brunswick. tors. Power to make by-laws and for what purposes. C'alls, &c. Share certificates. Forfeiting slares. Proviso. 7. It shall be lawful for the Company, at an annual meeting or special general meeting convened for the purpose, to make by-laws, rules and regulations for the conduct and management of the business, affairs, real estate, vessels, stock, property and effects of the Company, and the same to amend, alter, repeal and re-enact, as shall be deemed needful and proper; but a majority of the shareholders shall be present thereat in person or by proxy and assisting at the same; and the said by-laws, rules and regulations shall, among other things, particularly apply to and affect the following matters: 1. The calling up and payment, from time to time, of the capital stock of the said Company, and of the increase thereof, and of the calls thereon, as herein before provided, and the conversion of the shares thereof into stock : 2. The issue of certificates to the respective shareholders of the said Company of their shares or stock therein, and the registration thereof, and of the addresses of the shareholders for the purposes of the Company: 2. The forfeiture or sale of shares or stock for non-payment of calls or other liability of the shareholders: Provided always that such forfeiture shall not be held to be conclusive against such liable liable shareholder until after the actual sale of the shares declared to be forfeited, or the enforcement of the judgment for the payment of the calls in arrear, as the case may be: debts. 4. The set-off of all debts due to the said Company from the Setting off shareholders against such shares or stock and dividends or payments to which they may be entitled: 5. The transfer of shares or stock and the approval and control Transfers. by the Directors of such transfer and of the proposed transferees, and as to the remedy against transferees: 6. The declaration and payment of profits of the said Company Dividends. and dividends in respect thereof: 7. The formation and maintenance of a sinking or reserve Sinking Fund. fund: servants. 8. The removal and remuneration of the Directors, and of all Officers and such managers, agents, officers, clerks or servants of the Company as they shall deem necessary for carrying on the business of the said Company, and the security, if any, to be taken from such parties respectively for the performance of their respective duties, and also the indemnity of such parties: and Directors, 9. The calling of general, special or other meetings of the Meetings of Company and Directors, in this Dominion or elsewhere, and the shareholders quorum and the business to be transacted thereat, respectively; and the number of votes which shareholders shall have in respect of shares held by them and the mode of taking votes, and regulating proxies of Directors and shareholders: 10. The making and entering into deeds, bills, notes, agree- Deeds, &c. ments, contracts, charter-parties and other documents and engagements to bind the Company, and whether under the seal of the Company or not, and whether by the Directors or their agents, as may be deemed expedient: 11. The borrowing or advancing of money for promoting the Loans. purposes and interests of the Company, and the securities to be given by or to the said Company for the same: 12. The keeping of minutes of the proceedings and the ac- Minutes. counts of the said Company, and making the same conclusive and binding on the shareholders, and rectifying any errors which may be made therein: 13. The audit of accounts and appointment of Auditors: 14. The giving of notices by or to the Company: 15. The recovery of damages and penalties: Audit. Notices. Damages Penalties. By-laws not to contravene laws. Certificates of shares to be iLsued. Enforcing payment of shares. 16. The imposing of penalties against shareholders, officers and servants of the Company, to an amount not exceeding twenty dollars for each offence: 17. Provided the said by-laws, rules and regulations are not contrary to the present Act, nor to the laws of the Dominion; and provided that a register of all such by-laws shall be kept, and shall be open to public inspection at reasonable times at the office of the Company. 8. The Directors of the Company shall, from time to time, issue to each of the shareholders, respectively, certificates under the seal of the Company, of the number of the shares to which he is entitled; and he shall then be legal owner of such shares and invested with all the rights and subject to all the liabilities of a shareholder in respect of such shares; and each person to whom any share or shares shall be assigned shall sign an acknowledg ment of his having taken such share or shares, which acknowlelgment shall be kept by the Directors, and shall be conclusive evidence of such acceptance, and that the person signing it has taken upon himself the liability aforesaid. 9. In case the said Directors shall deem it more expedient in any case to enforce the payment of any unpaid instalment than to forfeit or sell the said shares therefor, it shall and may be lawful for the Company to sue for and recover the same from such shareholder, with interest thereon, in an action in any court having civil jurisdiction to the amount claimed; and in any such What only ned he alleged action it shall be sufficient to allege that the defendant is the and proved. holder cf one or more shares (stating the number of shares) and is indebted to the Company in the sum to which the calls in arrear may amount; and to maintain such action it shall be sufficient that the signature of the defendant to such acknowledgment as herein before mentioned shall be proved, and that the calls in arrear have been made-and a certificate under the seal of the Company or signed by any one or more of the Directors shall be sufficient evidence of the calls having been duly made and being in arrear and the amount due in respect thereof: Provided that nothing herein contained shall in any way affect the right of he said Company to forfeit the shares of any shareholder for nerpayment of calls or subscriptions, whether after or before such a judgment for recovery thereof. Proviso. To what pur poses only the capital shall be applied, 10. The capital stock and increase thereof of the said Company, is hereby directed and appointed to be laid out and applied in the first place, for and towards the payment, discharge and satisfaction of all fees and disbursements for obtaining and passing this Act, and the preliminary expenses attending the estab lishment of the said Company, and all the rest, residue and remainder of such money for and towards carrying out the objects of this undertaking and the other purposes of the Company, and to no other use, intent or purpose whatsoever. |