but the stockholders may hold the election on any day in the manner provided for by any by-law previously passed, either by the Directors or stockholders for that purpose; and the Directors in office shall continue in office, and exercise all the powers of Directors until their successors shall be elected.

14. The Directors of the Company, for the time being, may open Stock books or cause to be opened stock books, for the subscription of parties may be opened. desiring to become shareholders in the capital stock of the Company, in such places as they shall think it, and may make such shares payable in such manner as they shall deem advisable; and may make the divi eads thereon payable at such place, or places, as Dividends. to them shall, from time to time, seem fit; and may, from time to time, appoint agents of the Company, in or out of Canada, and Agents. may delegate to such agents such powers as to them shall, from time to time, seem fit; and may make such rules and regulations Rules and regas they shall, from time to time, deem advisable as to the issuing of shares, and as to the mode, time, place or places of the transfer of such shares, and as to the mode, time and place of paying the dividends from time to time to accrue thereon, and otherwise as shall be deemed requisite or beneficial for giving full effect to the powers hereby vested in them in respect of issuing such shares.

ulations.

calls.

15. The capital stock shall be paid for by the subscribers there- Payment of for, when, where and as the Directors of the Company shall require, or as the by-laws may provide, and if not paid at the day required, interest, at the rate or six per centum per annum, shall be payable after the said day, upon the amount due and unpaid; and in case any instalment or instalments shall not be paid as required by the Director with the interest thereon, within sixty days from the day Forfeiture of required, the Directors may, by a resolution reciting the facts, sum- payment. marily forfeit any shares whereon such payment is not made, and the

same shall thereupon become the property of the Company and may

be disposed of as the Directors may deem fit and expedient; but no

shares for non

call shall exceed twenty per centum, and no instalment shall become Calls limited. due and be payable, until after thirty days' notice shall be given by publication in some newspaper printed and published in the said town of Prescott or by notice mailed to the address of each share

holder; and if any stockholder shall, after such notice, refuse or Collection of neglect to pay any instalment due upon the share or shares held by calls. him, such share or shares shall or may, in the option of the Directors, become forfeited and disposed of as aforesaid, or the party holding such share or shares may be sued for the amount due thereon, with interest as aforesaid from the time the same became due until payment: Provided always that the amount of subscription al- Proviso: existready paid by each of the persons hereby incorporated in and ing subscriptowards their shares, respectively, of the partnership capital of the tions paid to business now being carried on under the name and style aforesaid, shall be taken and considered as a payment on and on account of such of the shares of the stock of the Company hereby incorporated, as they may respectively subscribe for.

be reckoned.

16. A register shall be kept at the head office of the Company, Register of

ndicating

stockhol de rs.

indicating clearly the name of every stockholder and the amount of stock for which he is responsible, and the amount paid in by such stockholder, as well as all transfers that may have been allowed 32 33 V. c. 12. and made in such stock, and also such other matters as are required by section twenty-three of the "Canada Joint Stock Companies Clauses Act, 1869."

Certificates to

17. Upon any stock being subscribed for, and twenty per centum shareholders. being paid thereon, a certificate shall be issued to the subscribers, exhibiting the amount subscribed for and the amount paid on it, and the stockholder may, at any time, with the consent in writing of any majority of the Directors, be allowed to pay up, in full, his share or shares in the Company.

Transfer of stock.

Proviso.

Proviso.

Regulations and by-laws.

Company may

to promissory notes.

18. All and every the shares in the capital stock of the Company, and all profits and advantages thereof and therefrom, shall be deemed to be personal estate, and transferable and transmissible as such, but no share shall be transferable until all previous calls thereon have been fully paid and satisfied, or the said share shall have been declared forfeited for non-payment of the calls thereon: Provided always that no assignment or transfer of any share shali be valid or effectual until such transfer be entered and registered in the register; and provided also that whenever any shareholder shall transfer, in manner aforesaid, all his stock or shares in said Company, such shareholder shall, thereupon, cease to be a member of the Company.

19. The Directors may, from time to time, make, alter, annul or repeal such regulations and by-laws as may be necessary for the management of the Company, and the affairs and business generally of the undertaking.

20. The President and Directors of the Company shall have become parties power and authority to make, accept, draw and endorse, in the corporate name of the Company, bills of exchange and promissory notes for the ordinary purposes of the business of the Company; and may sell and dispose of any articles used or acquired in carrying on the business of said Company, and no longer required in that behalf; and they may become parties to promissory notes and bills of exchange received from or granted by parties doing business with the Company, without its being necessary that the corporate seal of said Company should be thereunto affixed, and no officer of the Company signing the same or affixing said corporate seal, in accordance with the by-laws of said Company, shall thereby incur any personal liability; and the Company shall have power to do all things requisite to the lawful carrying on of the business thereof: Provided always that nothing in this section shall be construed to authorize the Company to issue notes or bills of exchange payable to bearer, and intended to be circulated as money, or as the notes or bills of a bank, or to engage in the business of banking or insurance.

Proviso.

Evidence in

21. Any copy of any by-law, or by-laws of the Company, purporting

porting to be signed and certified as a true copy thereof, by the suits for recov President or one of the Directors of the Company, and under the ery of calls. seal of the Company shall be prima facie evidence of such by-law or by-laws; and in any action to recover any call on the stock of the Company, it shall be sufficient to allege and prove that the call was made in the manner provided by this Act and the by-laws of the Company in that behalf, that the defendant is the owner of one or more shares, on which the call was made, and that the amount sued for is due to the Company accordingly,—and it shall not be necessary to allege or prove any other matter or thing whatsoever.

22. Any description of action may be prosecuted and maintained Actions bebetween the Company and any person or corporation whatever, tween Comand whether a shareholder or otherwise.

pany and shareholders.

23. The words "shareholder" or "shareholders," shall include Interpretation the heirs, executors, administrators, curators, legatees or assigns of clause. each shareholder or stockholder, or any other party holding the legal possession of any share, whether in his own name or that of any other, unless the context shall be inconsistent with such construction; and whenever power is, by this Act, given to do anything, power shall be intended also to do all things which may be necessary to the doing of such thing; and generally all words and clauses herein shall receive such fair and liberal construction as will best ensure the carrying into effect of this Act, according to its true Company not intent and spirit: and the Company shall not be bound to see to bound to see to the execution of any trust, whether express or implied, or construc- trusts. tive, in respect to any share or shares; and the receipt of the person, in whose name the same shall stand on the books of the Company shall be a discharge to the Company for any dividend or money payable in respect of such share or shares, 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 receipts.

24. The Act known as "The Canada Joint Stock Companies General Act, Clauses Act, 1869," and the provisions thereof, shall be applicable to, 32, 33 V., c. 12, and be incorporated in this Act, so far as the same may not be inconsistent with this Act.

to apply.

25. All reasonable and preliminary expenditure incurred in ob- Payment of taining this Act, and in the formation or establishing of the said preliminary corporation shall be paid from the funds of the Company.

26. This Act shall be known and cited as "The Warrior Mower Company of Canada Act."

expenses.

Short title.

CHAP

CHAP, 120.

Preamble.

Company in corporated.

Corporate

name.

Capital stock and shares.

Increase.

Business of

An Act to incorporate the Canada Paper Company.

[Assented to 23rd May, 1873.]

HEREAS the persons hereinafter named have petitioned for an Act of incorporation for the purpose of enabling them to manufacture and deal in paper, stationery and printers' supplies; and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. William Angus, Andrew Allan, Dugald John Bannatyne, Donald A. Smith, Thomas Logan, Robert Muir, John Macfarlane, the Hon. John Hamilton, Thomas W. Ritchie and such other persons as now are or hereafter may become shareholders in the undertaking, are hereby constituted a body corporate and politic, in law and in fact, by the name of the "Canada Paper Company."

2. The capital stock of the Company shall be five hundred thousand dollars, in five thousand shares of one hundred dollars. each, and may be increased from time to time to any amount not exceeding in the whole one million dollars, as a majority of the shareholders, at a meeting to be specially called for that purpose, shall agree upon.

3. The Company shall have power to make, buy and sell, paper, the Company stationery and printers' supplies; and for these purposes may erect, build, purchase, lease, establish and carry on manufactories and other establishments at any place or places in Canada; and shall have power generally to do and perform all other necessary matters and things connected with and necessary to promote those objects.

Provisional
Directors.

Their powers.

First meeting of share

holders.

4. The said William Angus, Andrew Allan, Dugald John Bannatyne, Donald A. Smith, Thomas Logan, Robert Muir, and John Macfarlane shall be Provisional Directors of the Company until replaced by others duly elected in their stead; and it shall be their duty to open stock books and procure subscriptions for the undertaking, to allot stock to the subscribers thereof, to call a general meeting of shareholders for the election of Directors as herein provided, and generally to do all such other acts as shall be necessary for the organization of the Company.

5. So soon as the capital stock of the Company shall have been subscribed and ten per cent. paid thereon, and deposited in some chartered bank of Canada to the credit of the Company, the Provisional Directors or a majority of them, shall call a meeting of the shareholders at such time and place in the City of Montreal as they may think proper,-giving at least two weeks' notice in one English and one French newspaper in the said City; at which

general

Directors.

general meeting the shareholders present in person or by proxy (the holder of any such proxy being a shareholder) shall elect by Election of ballot five of their number to be Directors; and from and after the completion of such election, the powers and functions of the Provisional Directors shall cease and determine.

general meeting.

6. An annual meeting of the shareholders of the Company shall Annual be held in the City of Montreal for the transaction of general busi- al ness, and the election of Directors, -the time and place of meeting and the number of Directors to be regulated by by-law.

7. The principal office of the Company shall be in the City of Chief place Montreal in the Province of Quebec, but the Company may estab- of business. lish agencies or branch offices in any part of Canada.

Agencies.

shares other

8. The transmission of the interest in any share of the capital As to transstock in consequence of the marriage, death, bankruptcy or insol- risot vency of a shareholder, or by any other lawful means than an wise than by ordinary transfer, shall be authenticated and made in such form, transfer. by such proof, with such formalities, and generally in such other manner as the Directors shall, from time to time, require or by any by-law may direct; and in case the transmission of any share of the capital stock of the Company shall be by virtue of the marriage of a female shareholder, it shall be competent to include therein a declaration to the effect that the share or shares transmitted is the sole property and under the sole control of the wife, that she may receive and grant receipts for the dividends and profits accruing in respect thereof, and dispose of and transfer the share itself without requiring the consent or authority of her husband; and such declaration shall be binding upon the Company and the parties making the same, until the said parties shall see fit to resolve it by a written notice to that effect to the Company; and the omission of a statement in any such declaration that the wife making the same is duly authorized by her husband to make the same, shall not cause the declaration to be deemed either illegal or informal,--any law or usage to the contrary notwithstanding.

9. If the Directors of the Company shall entertain doubts as As to claims to the legality of any claim to and upon such share or shares of upon stock. stock, it shall be lawful for the Company to make and file in the Superior Court at Montreal a declaration and petition in writing addressed to the said Court or to a Judge thereof, setting forth the facts, and praying for an order or judgment adjudicating or awarding the said shares to the party or parties legally entitled to the same, and by which order or judgment the Company shall be guided and held fully harmless and indemnified and released from all and every other claim for the said shares, or arising therefrom: Provided always that notice of such petition shall be Proviso. given to the party claiming such shares, who shall, upon the fyling of such petition, establish his right to the several shares referred to in such petition; and the delays to plead and all other. proceedings in such cases shall be the same as those observed in interventions