sum than one hundred dollars, or be payable to bearer, or be intended to be circulated as money or as the note of a bank. and vote. 19. Aliens shall have the same power as British subjects to Aliens may take and hold stock or shares in the Company, and to vote either hold stock as principals or proxies: Provided always that the President, Proviso. Vice-President and two-thirds in number of the Directors shall reside in Canada and be British subjects. CHAP. 117. An Act to incorporate the North Star Silver Mining Company. [Assented to 23rd May, 1873.] HEREAS the persons hereinafter named have, by petition, Preamble. represented that they are desirous of associating themselves together for the purpose of carrying on mining operations in the Territory of Utah, in the United States of America, and that they can do so to better advantage by the aid of a charter of incorporation, and have prayed for an act of incorporation to that end; and whereas it is expedient to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: incorporated: 1. Alexander T. Machattie, John B. Taylor, Theophilus S. Certain Wills, Thomas Aspden, Thomas J. Almy and James H. Frazer, persons together with such other persons as shall become shareholders in the Company hereby constituted, shall be and they are hereby constituted a body corporate and politic by the name of "The Corporate North Star Silver Mining Company." name. 2. The Company may carry on the business, in the said Terri- Business of the tory of Utah, of exploring for, mining, smelting, manufacturing Company. and selling gold, silver, copper and other ores and metals; and for these purposes may acquire and hold by purchase, lease or other legal title, personal property, lands and mining claims or rights; and construct and maintain buildings, machinery, and other erectious and improvements thereon or connected therewith,-with power to sell and convey any of such lands or other property. 3. The head office of the Company shall be in the City of London, in the Province of Ontario; but the Directors may have offices and transact business wherever they may see fit. Head office. 4. The capital stock of the said Company shall be one million. one hundred and fifty thousand dollars, in eleven thousand five Capital stock hundred and shares. Increase of capital stock. When to commence operations. Preference shares. preference shares, how enforced. hundred shares of one hundred dollars each; which said capital stock may, from time to time, be increased as the wants of the Company may require, by a two-thirds vote of the majority of the shareholders, at a meeting of the Company called for that purpose to an amount not exceeding three millions of dollars. 5. The Company shall not commence operations under this Act until at least ten per centum of the capital stock shall be actually paid in. 6. The Directors may set apart a part of the stock not exceeding one thousand five hundred shares as preference shares,-each preference share to be sold for the full par value thereof actually paid in cash; and the holders of such preference shares shall be repaid the amount thereof, with interest at ten per centum per annum, within two years from the first day of January, one thousand eight hundred and seventy-three, and upon such repayment they shall cease to be shareholders in respect of such preference shares. Re-payment of 7. To secure such repayment and interest to the said preference shareholders, the Company shall make the same a first charge on all property of the said Company, 1eal and personal; and proceedings may be taken in any court of competent jurisdiction where the property is situated, or within whose jurisdiction the Company shall have any place of business, to make such security available, in case such repayment and payment of interest shall not be made within the said two years. By whom proceedings 8. Such proceedings may be taken by any preference sharemay be taken. holder on behalf of himself and any other preference shareholders, or otherwise, as the practice of such court may permit. No dividend to Assignment of stock. Aliens may vote and hold office. Proviso. 9. Until the repayment of the said preference shares and interest as aforesaid, no dividends shall be paid on any other shares of the said Company, but all earnings applicable to the payment of dividends shall be applied in payment of the said preference shares and interest as aforesaid, 10. The stock of the Company shall be deemed personal estate, and shall be assignable in such manner only and subject to such conditions and restrictions as the by-laws may prescribe; but no share shall be assignable until all instalments called for thereon have been paid, unless it has been declared forfeited for non-payment. 11. Aliens as well as British subjects, and whether resident in the Dominion of Canada or elsewhere may be shareholders in the said Company, and all such shareholders shall be entitled to vote on the shares equally with British subjects, and shall be also eligible to offices in the said Company as Directors or otherwise: Provided always that the President and a majority of the Directors shall be subjects of Her Majesty and residents of the Dominion of Canada. 12. 12. At all meetings after the first annual meeting of the Votes. Company every shareholder not being in arrears in respect of any instalment called for and being the bona fide holder of stock and registered as such on the stock books of the Company, for at least three months before such meeting, shall be entitled to one vote for cach share so held by him; and no shareholders being in arrears shall be entitled to vote; and all votes may be given Proxy. in person or by proxy: Provided always that the proxy is held Proviso. by a shareholder not in arrear and is in conformity with the by-laws. Directors and 13. The affairs of the Company shall be administered by a Board of Board of six Directors, being severally holders of at least fifty qualification. shares of stock, who shall be elected at each annual meeting of the Company to hold office until their successors are elected, and who, if otherwise qualified, may always be re-elected; and three members of such Board present in person shall be a quorum thereof; and in case of the death, resignation, removal, or disqualification of any Director, such Board, if they see fit, may fill the vacancy until the next annual meeting of the Company by appointing any qualified shareholder of the Company thereto; but a failure to elect Directors, or any failure of Directors shall not Provision in dissolve the corporation; and an election may be had at any of election. general meeting of the corporation called for the purpose. case of failure Directors. Directors. purposes. 14. Alexander T. Machattie, John B. Taylor, Theophilus S. First Board of Wills, Thomas Aspden, Thomas J. Almy and James H. Fraser are hereby constituted the first Board of Directors of the said Company, to hold office until the first election as hereinafter provided for. The Board of Directors shall have full power in all things to Powers of administer the affairs of the Company, and to make or cause to be made any purchase and any description of contract which the Company may by law make; to adopt a common seal; to make, from time to time, any and all by-laws (not contrary to law or to By-laws the votes of the Company), regulating the allotment of shares, the certain calling in of instalments of shares and payment therefor; the issue and registration of certificates of shares; the forfeiting of shares for non-payment of calls; the disposal of forfeited shares, and the proceeds thereof; the transfer of shares; the declaration and payment of dividends; the appointment of, functions, duties and removal of all agents, officers and servants of the Company; the security to be given by them to the Company; their remuneration, and that, if any, of the Directors; the time and place for holding annual and other meetings of the Company; the calling of meetings of the Company and of the Board of Directors; the requirements as to proxies; the procedure in all things at such meetings; the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the Company; but every such by-law, and every repeal, amendment and re-enactment thereof, Proviso: byshall have force only until the next annual meeting of the Com-confirmed. pany, unless confirmed at some general meeting of the Company; Proof. and every copy of any by-law under the seal of the Company and laws to be Appointment of Agents. Powers of execution of trusts. and purporting to be signed by any officer of the Company, shall be received in all courts of law as prima facie evidence of such by-law. 15. The Directors of the said Company may act as Directors in Canada or elsewhere, and shall and may appoint one or more Agents in Canada or elsewhere, and for such time and on such terms as to them shall seem expedient; and the Directors may by any by-law to be made for such purpose, empower and authorize any such Agent or Agents to do and perform any act or thing or to exercise any powers which the Directors themselves, or any of them, may lawfully do, perform and exercise, except the power of making by-laws; and all things done by any such Agent, by virtue of the power in him vested by such by-law, shall be valid and effectual to all intents and purposes as if done by such Directors themselves, anything in this Act to the contrary notwithstanding. Company not 16. The Company shall not be bound to see to the execution responsible for of any trust whether expressed or implied or constructive, in respect of any shares; and the receipt of the person in whose name the same shall stand in the books of the Company, shall be a discharge to the Company for any dividend or money payable in respect of such share, whether or not notice of such trust shall have been given to the Company, and the Company shall not be bound to see to the application of the money paid upon such receipt. Directors may 17. The Directors of the said Company after the sanction of borrow money three-fourths in number, representing a majority in value of the and issue debentures. Proviso. Proviso. Limitation of time for commencing work, stock, of the shareholders shall have been first obtained at a special general meeting to be called from time to time for that purpose, shall have power to borrow from time to time for the purposes of the Company hereby incorporated, either in the Dominion of Canada or elsewhere, such sums of money as may be necessary 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 sum so borrowed, and to make the same payable either in currency or sterling, and at such place or places within the Dominion of Canada 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 property of the Company, for the due payment of the said sums, and the interest thereon; but no such debenture shall be for a less sum than one hundred dollars; and such bonds, debentures and securities shall be made and signed by the President and Vice-President of the said Company, and under the seal of the said Company: Provided the said Company shall not be authorized to borrow a sum exceeding one hundred thousand dollars. 18. Unless mining operations be commenced under this Act within two years from the passing thereof, this Act of incorpora tion tion shall be null and void, saving only to the said Company the right to part with any real estate or personal property which they may hold or possess and to make such conveyances as may be necessary for that purpose. mines, &c. 19. The Directors of the said Company may purchase mines or Company may other property necessary for the business of the Company, and purchase issue stock in payment therefor, and the stock so issued shall be declared and taken to be paid up stock, and shall be entered in the book mentioned in section twenty-three of "The Canada Joint Stock Companies Clauses Act, 1869," as paid in full; but this section shall not be taken to authorize the issue of stock beyond the amount authorized by the fourth section of this Act. to apply. 20. The provisions of "The Canada Joint Stock Companies 32 33 V. c. 12. Clauses Act, 1869," shall, except in so far as they are inconsistent with the provisions hereof, apply to the Company hereby incorporated. CHAP, 118. An Act to incorporate the Marezzo Marble Company of W Canada. [Assented to 23rd May, 1873.] HEREAS George Davey, William S. Symonds, Atwood W. Doane and William Myers Gray have, by their petition, represented that they are desirous of organizing a Company for the purpose of manufacturing, selling and trading in Davey's patent Marezzo Marble in the Dominion of Canada; and have prayed that they may be incorporated for that purpose; and it is expedient to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : Preamble. 1. George Davey, William S. Symonds, Atwood W. Doane and Incorporation. William Myers Gray, with all such other persons as shall become shareholders in the Company hereby incorporated, shall be and they are hereby constituted a body corporate and politic by the name of "The Marezzo Marble Company of Canada;" and the Corporate words "The Company," when used in this Act, shall mean "The name. Marezzo Marble Company of Canada" hereby incorporated. and shares. 2. The capital stock of the Company shall be thirty thousand Capital stock dollars, which shall be divided into three hundred shares of one hundred dollars each, and may be raised by the parties herein named, and such other persons as may become shareholders in the Company; and such capital may be increased from time to time Increase. by the shareholders under the by-laws of the Company as the 32 work |