When Company may commence operations. Company may issue bonds, &c. Proviso. Certificates of shares. Stock may be issued in pay ment of pro sed. shall not commence operations until one-half of the said capital 10 The Company may, so soon as the shares in the capital stock thereof allotted to any person have been paid up, issue to and in favor of the said shareholder who shall have so paid up, a certificate, in such form as the by-laws to be made may provide, of the number of paid-up shares so held by the said shareholder. 11. The Directors shall have power to issue paid-up stock in the said Company in payment of the price of any property, real or derty purcha- personal, which it may require for the purposes of this Act, and such paid up stock shall be free from all calls whatsoever, and from all claims and demands on the part of the said Company, or of the creditors thereof, to the same extent as if the amount of the same had been regularly called in by the said Company and paid by the holder thereof in full. Forfeiture of shares for nonpayment. to be paid by purchasers. 12. If any stockholder neglects or refuses to pay any such call or calls as shall be lawfully made as aforesaid upon any shares, such stockholder so refusing or neglecting shall forfeit such shares with any amount which shall have previously been paid thereon, and the said shares may be sold by the said Directors, and the sum arising therefrom, together with the amount previously paid in, shall be accounted for and applied in like manner as other moneys of the said Company: Provided always that the purchaser Proviso: calls shall pay the said Company the amount of the calls due thereon, in addition to the price of the shares so purchased by him, immediately after the sale, and before he shall be entitled to the certificate of the transfer of such shares so purchased as aforesaid, and shall hold the shares so purchased subject to all future calls thereon: Provided also that notice of the sale of such forfeited shares shall Proviso, notice be given in the same manner as shall be provided for the notice of calls, and that the instalments due and the costs incurred in advertising the same may be received in redemption of any such forfeited shares at any time before the day appointed for the sale thereof And provided also that nothing herein contained shall prevent the said Company from proceeding against any defaulter, Calls may be before any court of justice of competent jurisdiction to compel the payment of any call or calls in arrear, if they should see fit so to do. of sale. recovered. : decide. 13. At all meetings of the stockholders held in pursuance of Votes at this Act, whether the same be annual or special, every stock- meetings. holder shall be entitled to as many votes as he shall have shares in the said stock; and such vote or votes may be given in person or by proxy, and all questions proposed or submitted for the con- Majority to sideration of the said meetings shall be finally determined by the majority of the votes of the stockholders present in person or by proxy, except in any case or cases otherwise provided for by this Proviso as to Act: Provided always that no person shall be entitled to vote proxies. as proxy at any meeting unless he shall be a stockholder in the said corporation, and produce written authority as such proxy. 14. If at any future period the said sum of two hundred and Increase of fifty thousand dollras shall be found insufficient for the purposes capital stock. of this Act, it shall be lawful for the said Company to increase their capital stock by a further sum not exceeding one million dollars currency, subscribed either among themselves or by the admission of new stockholders, such new stock being divided into shares of one hundred dollars each: Provided always that Proviso. such increase be decided upon and ordered by a majority of the stockholders in value of the said Company, present in person or by proxy, at a meeting held for the purpose. directors, First meeting of sharehold 15. Until the election of Directors, as hereinafter mentioned, Provisional the said Andrew Allan, George A. Drummond, Daniel Butters, Alexander Dennistoun, Robert A. Smith and David A. P. Watt, shall be the Provisional Directors of the said Company, with power to open books for the subscription of stock therein, and generally to exercise the usual functions of Provisional Directors until such first election; and such first election of Directors shall be made at ers. a general meeting of the stockholders of the said Company to be held for that purpose at the City of Montreal so soon as one half of the capital stock of the said Company shall have been subscribed for, and after such notice thereof shall have been given, as is hereinafter required, for special general meetings of stockholders of the said Company; and at such meeting not less than six Direc- Election of tors shall be elected to hold office until the first Tuesday in the month of April then next; and after such first election the stock, real estate, property, affairs and concerns of the said Company shall be managed and conducted by not less than six Directors, to be annually elected by the stockholders, at a meeting of the stockholders to be held for that purpose on the first Tuesday in the month of April in each year,-notice of which annual meeting shall be given in the manner hereinafter mentioned, and no person shall Qualification. be a Director of the said Company unless he be the proprietor of at least ten shares of stock therein. directors. election of 16. Such meeting shall be held and such election made by such Proceedings at of the stockholders of the said Company as shall attend for that directors. purpose in their own proper person or by proxy; and at all elections for such Directors, the six (or such greater number as the by-laws may enact) persons who shall have the greatest number of votes at any such election shall be Directors; and if it shall happen Ties. Vacancies, how filled. Failure of ration. happen at any such election that two or more persons shall have an equal number of votes in such manner that a greater number of persons than six shall by a majority of votes appear to be chosen Directors, then the said stockholders herein before authorized to hold such election shall proceed to ascertain by ballot which of the said persons so having an equal number of votes shall be a Director or Directors to complete the whole number of such Direetors; and if any vacancy shall at any time happen among the Directors by death, resignation or otherwise, such vacancy shall be filled for the remainder of the year in which it may happen, and until the next annual meeting for the election of Directors, by a person to be elected by the Directors at a special meeting duly called for that purpose. 17. In case it shall at any time happen that an election of election not to Directors shall not be made on any day when, pursuant to this dissolve corpo- Act, it ought to have been made, the said Company shall not for that cause be deemed to be dissolved, but it shall and may be lawful on any subsequent day, to make and hold an election of Directors in such manner as shall have been regulated by the bylaws of the said Company, and the previous Directors shall in every case hold office until the election of their successors. Special general meetings. Notice. Register to be kept by the company: shew. 18 Special general meetings of the stockholders may be convened on the requisition of any three Directors or of a stockholder or stockholders possessing fifty shares of the stock of the said Company; and notice of such meeting, and of the annual .meetings of the said Company, shall be held to be validly given if inserted three times as an advertisement in any two newspapers published in the City of Montreal, the first of which insertions shall be at least ten days previous to the day fixed for such meeting. 19. The Company shall keep in a book or books a register of the members of the Company, and therein shall be fairly and diswhat it shall tinctly entered, from time to time, the following particulars :-the names and addresses, and the occupations, if any, of the members of the Company, and the number of shares held by each member, distinguishing each share by its number and the amount paid or agreed to be considered as paid on the shares of each member; and such book or books shall be open to the public at all reasonable hours. Powers of the directors to control affairs of the com 20. The Directors for the time being, or the majority of them, shall have full power in all things to administer the affairs of the Company, and may, from time to time, make, alter and repeal such pany and to by-laws, rules and regulations as to them shall appear needful and make by-laws for certain proper for the purposes of this Act, and, among others, for the following, to wit: purposes. Management. 1. For the direction, conduct and government of the said Company, and of its property, real and personal, and its improvement and regulation throughout the year : 2. For the appointment, regulation and removal of the officers, Officers. clerks and servants of the said Company, and the election and remuneration of the Directors thereof: 3. For regulating the mode in which all contracts to be eutered Contracts. into by the said Company, of whatever nature, may be entered into and executed on behalf of the said Company: 4. To regulate the allotment of stock, the making of calls there- Stock. on, the payment thereof, the transfer of stock on the books of the Company, the declaration and payment of dividends, the number of Directors, the appointment, functions, duties and removal of all agents, officers and servants of the Company, the security to be given by them to the Company, and their remuneration : 5. And finally, for the doing of every thing necessary to carry General purout the provisions of this Act according to their intent and spirit: poses. Provided always that such by-laws shall have force and effect only Proviso: for until the next annual meeting of the Company after the passing confirmation of the same, when they shall be submitted to such meeting, and by shareholdin default of confirmation thereat, shall, at and from the time of such meeting, cease to have force, until sanctioned by a majority of stockholders, present in person or by proxy, at any annual or other general meeting. ers. 21. The Directors may elect from among their number a Pre- Officers. sident, a Vice-President and a Managing Director of the said Company. payment of 22. The said Company shall have power to collect and receive Collection and all charges, subject to which goods or commodities may come into back charges. their possession, and on payment of such back charges and without any formal transfer, shall have the same lien for the amount thereof upon such goods or commodities as the persons to whom such charges were originally due had upon such goods or commodities while in their possession, and shall be subrogated by such payments in all the rights and remedies of such persons for such charges. ments of 23. It shall be the duty of the Directors to make annual divi- Dividends and dends of so much of the profits of the said Company as, to them yearly state or a majority of them shall seem advisable; and once in each affairs. year an exact and particular statement shall be rendered by them of the state of affairs, debts, credits, profits and losses of the said Company; and such statements shall appear on the books, and be open for the perusal of any stockholder on request, at least one month before the annual meeting of the said Company. shareholder 24. No stockholder in the said Company shall be, in any man- Liability of ner whatsoever, liable for or charged with the payment of any d debt or demand due by the said Company, beyond the amount remaining unpaid of his, her or their subscribed share or shares in the capital stock of the said Company. Certain sec V., c. 21 to apply. 25. The eighty-eighth, eighty-ninth, ninetieth and ninety-first tions of 32, 33 sections of the Statute, thirty-second and thirty-third Victoria, chapter twenty-one, being "An Act respecting larceny, and other similar offences," shall be applicable and shall be applied to all false warehouse and other receipts referred to in this Act, and any person or persons knowingly giving, accepting, transmitting and using the same, shall be subject to all the pains and penalties imposed by the said eighty-eighth, eighty-ninth, ninetieth and ninety-first sections of that Act, or by any of them, in respect of the receipts therein specified. Lien of Com pany not to affect previous claims. Rights of Company and other parties. Act to be subject to any general act. 26. The right of the Company to any lien shall in no way affect, nor be construed to affect, impair or lessen, any pre-existing pledge, mortgage, lien or sale of goods in respect of which a privilege may be claimed by the said Company; this section shall not be so construed as to give to any person holding a mortgage or lien upon goods and effects, or to any purchaser or pledgee of goods and effects upon which the Company claims any privilege, any greater, further or better right as pledgee, mortgagee or purchaser than such person, purchaser or pledgee would have against any individual holding the privilege claimed by the Company,-the true intent and meaning of this section being that the respective rights of the Company, and of any such mortgage, pledgee or purchaser, shall stand in the same position towards each other as they would in the case of individuals holding similar conflicting claims according to the laws of that Province of this Dominion in which the transactions upon which such rights may be based, shall have taken place. 27. The powers hereby given, and any rights hereby granted, shall be subject to any future legislation regulating the business of warehousemen. Preamble. CHAP. 112. An Act to incorporate the Maritime Warehousing and [Assented to 23rd May, 1873.] WHEREAS it is desirable that additional facilities be afforded at the City of Saint John, in the Province of New Brunswick, for the warehousing of produce and other effects and merchandize; and whereas the persons hereinafter mentioned and others have, by petition, prayed to be incorporated for the purpose of creating such additional accommodation, and for other purposes hereinafter menticned: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts 25 follows: |