or to be granted for the converting of iron into steel for the manufacture of iron or of steel or of any other process in connection with the manufacture of iron or steel, or of the conversion of iron into steel, or of the products thereof, and whether such patents have been or may be granted by or from Canada or any other country or countries; and may work and manufacture the same according to the several specifications thereof; and may Further sell and dispose of and assign any such patents, or any part powers of the Company. thereof, or any interest therein, or the use of the same under royalties or upon such other terms as from time to time they see fit; and they may also buy or acquire and manufacture or work iron, steel or other metals, minerals or ores, and machinery, iron or steel work, tools or railway or other appliances of any nature or kind whatsoever, and sell and dispose of the same. 6. The principal office and place of business of the Company Chief place o shall be at the town of Niagara in the Province of Ontario, unless business. and until otherwise at any time or times provided by by-law of the Company; and the business and operations of the Company may be carried on in any part or parts of the Dominion of Canada, as the Directors may, from time to time, determine; and for the purposes aforesaid the Company shall have power from time to time to lease or to purchase and to hold any real estate in any part of Power to hod Canada, not exceeding the annual value of twenty-five thousand real estate. dollars; and so often as any property so purchased and acquired ceases to be necessary for the purposes of the Company, they shall, when the Company find it expedient, sell or dispose thereof; and the Company may also, from time to time and as their business may require, purchase, lease or build any workshops, machinery or other works and appliances in any part of Canada which the Company may think necessary and proper for their purposes or for the exercise of the powers by this Act conferred; and the same or any part of them, when the Company find it expedient, shall be disposed of. stock or bonds. 7. The Directors shall have power to contract for or purchase Patents may and acquire upon such terms and conditions as they think fit the be paid for in patent of invention herein before mentioned as heretofore issued, and all rights and privileges thereto belonging and in any such contract for purchase or any purchase thereof, may agree to pay or may pay therefor in paid-up stock or in bonds of the Company; and shall have the like powers in reference to any other patents of invention heretofore or hereafter to be granted, and acquired or to be acquired by the Company as herein before provided, and any other matters or things which are hereinbefore authorized to be purchased or acquired by the Company; and any such contract for purchase or acquisition and the terms thereof shall be binding upon the Company. Directors. &. In managing the business of the Company, and in making Powers of any contracts for any of the purposes of the Company the Directors of the Company shall possess and exercise all the powers of the Company. Directors. First Board of Subsequent Increase of capital stock. 9. The affairs of the Company shall be managed by a Board of not less than three nor more than nine Directors, who shall be shareholders in the said Company. 10. The said Casimir Stanislaus Gzowski, Josiah Burr Plumb, and William H. Howland, together with such other persons as they may associate with themselves, shall be the Directors of the Company until replaced by others duly appointed in their stead. 11. The subsequent Directors of the Company shall be elected by the shareholders in general meeting of the Company assembled at such times, in such wise and for such term not exceeding one year, as the by-laws of the Company may from time to time prescribe. 12. In the event or an increase in the capital stock of the Company being deemed advisable it shall be lawful for the shareholders, in general meeting duly called for the purpose, by the vote of & majority of the shareholders present at such meeting, in person or by proxy, to pass a by-law increasing the capital stock by an amount not exceeding seven hundred thousand dollars in addition to the capital of fifty thousand dollars herein before provided; Provisions of and thereupon all the provisions of this Act, and of the this Act and of" Canada Joint Stock Companies Clauses Act, 1869," not herein to apply to such excepted from incorporation with this Act, shall apply to such increased capital. 32-33 V., c. 12 increase. Company may borrow money; to ner, and on 13. The Company may, from time to time, borrow money to an extent not exceeding in the whole the sum of two hundred thouwhat amount, sand dollars at such rates of interest and upon such terms as they in what man- think proper; and may, for such purpose, make and issue bonds in what security, sums of not less than one hundred dollars, under the common seal of the Company, and to order or to bearer, and with or without coupons for interest attached; and the same and the coupons may be made payable at such place or places as they think fit, and such bonds shall without registration or filing of the same be and be taken as an hypothec, mortgage and pledge (according to the rank and priority which may be therein mentioned) upon the real and personal property, patent rights, privileges and revenues of the Company then existing and thereafter acquired; and each holder of the said bonds shall be deemed to be a mortgagee and incumbrancer pro rata with all the other holders of bonds of the same issue, rank and priority, upon all and every the property of the Company hereinbefore mentioned; and no lender shall be bound to inquire into the occasion of any such loan or into the validity of any by-law or resolution authorizing the same, or the purpose for which such loan is wanted: Provided that each issue of bonds shall state the rank and priority of such issue. Proviso. Voting by bondholders. 14. The Company may give to the holders of such bonds a right to vote as if the same were stock, and such right to vote may or may not be expressed on the face of such bonds. 15. "The Canada Joint Stock Companies Clauses Act, 1869," 32, 33 V., c. 12 to apply. is hereby incorporated with this Act except the eighteenth section of the same, which is hereby excepted from incorporation herewith. CHAP. 124. An Act to incorporate the Citizen Printing and Publishing Company (Limited). [Assented to 23rd May, 1873.] W HEREAS the undermentioned persons have, by their peti- Preamble, tion, represented that they have opened in the City of Ottawa a printing and publishing establishment in which the business of The Citizen newspaper, and other general printing and publishing business is conducted, and of which and of the copyrights, interests, property and assets connected therewith the following persons and others are the proprietors, namely Charles H. Carriere, George C. Holland and Andrew Holland, and that it is intended by the said persons to establish branch offices for the said newspaper and business in the several Provinces of the Dominion; and whereas it is represented that the said persons have invested a large amount of capital in the said business, and are desirous of associating others with them in the ownership of the said newspaper and printing and publishing business, and of carrying on the said business in the several Provinces of the Dominion; and whereas, for securing greater efficiency and permanency in carrying on the same, they are further desirous of obtaining an Act of incorporation; and it is expedient that the prayer of their petition to that effect be granted : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: porated. name and gen 1. Charles H. Carriere, George C. Holland and Andrew Holland, Certain pertogether with all such other persons as now are or may hereafter sons incorbecome shareholders in the Company hereby created, shall be and they are hereby constituted a body politic and corporate by the name of the "Citizen Printing and Publishing Company (limited)," Corporate and may by that name sue and be sued, implead and be impleaded, powe answer and be answered, defend and be defended in all courts of law and equity; and by that name they and their successors shall have perpetual succession, and may have a common seal, and may change and alter the same at pleasure; may establish agencies for Agencies. the sale of the said newspaper in the several Provinces of the Dominion; may acquire for themselves and their successors, under any legal title whatsoever, property real and personal; may Property. alienate, sell, convey, lease or otherwise dispose of the same or any part thereof, from time to time as occasion may require, for such Business of the corporation. Capital stock and shares. Provisional Powers. First meeting of shareholders for election of Directors. Powers of Directors to cease. Financial statement at yearly meeting. price or prices and on such terms and conditions as they may see fit: Provided always, that the real estate held by the said corporation at any one time shall not exceed in annual value the sum of five thousand dollars. 2. The said Company is hereby constituted for the purpose of carrying on the publication of the said Citizen newspaper, and generally for carrying on the business of printing, publishing, stereotyping, engraving, wood-cutting, lithographing and bookbinding, and to deal in and vend all articles of merchandise connected therewith; the head office of the Company shall be in Ottawa, with establishments or branch offices in the capitals of the several Provinces, and in any other cities, towns or places of the Dominion in which the Company may see fit to carry on business. 3. The capital stock of the said Company shall be one hundred thousand dollars, divided into one thousand shares of one hundred dollars each; and the said stock shall be deemed personal estate, and shall be transferable in such manner only, and subject to such conditions and restrictions as by the by-laws of the Company shall be prescribed. 4. To enable the corporation to carry out the objects before mentioned, the said Andrew Holland, George C. Holland and Charles H. Carriere are hereby constituted Provisional Directors of the Company, who shall have power and authority to manage the affairs of the Company until Directors under the provisions of this Act shall be elected in their place; and the said Provisional Directors shall have power to open stock books, receive subscriptions of stock or shares, and generally to do all matters and things necessary for the full organization and working of the Company. 5. So soon as one thousand shares of the capital stock shall have been subscribed, the Provisional Directors shall call a general meeting of the shareholders in the City of Ottawa, of which meeting not less than ten days' notice shall have been given by public advertisement in the Citizen newspaper, for the purpose of passing by-laws for the management of the affairs of the Company, the election of Directors, who shall be three in number, the appointment of officers, and generally for the exercise of the powers conferred on the shareholders by this Act and by the Canada Joint Stock Companies Clauses Act, 1869." 6. So soon as Directors shall have been appointed under the next preceding section, the powers and functions of the Provisional Directors shall cease and determine. 7. At each annual meeting it shall be the duty of the shareholders present to estimate and establish by resolution the then actual value of the shares of the stock of the Company,-such estimate to be based on the financial result of the operations of the Company, as exhibited by the statement of its affairs then before before them; and in case at any time during the then next ensuing year any shares in the stock of the Company are offered for sale, and the sale thereof has not been entered on the books of the Company, or have become transmitted by bequest, inheritance, the marriage of a female shareholder, or in any other way whatsoever, Privilege of Company to then the said Company shall during the two months next after purchase such sale, offer for sale or transmission has been notified to the shares offered Company, have the privilege of acquiring such shares so to be sold or so transmitted as aforesaid, upon payment or tender of the price of such shares calculated at the value thereof as established at the then last annual meeting,-the Company having the first preference of purchase, and then the shareholders, and in such order and on such conditions as regards the respective shareholders as may be fixed by the by-laws of the Company. for sale. shareholders 8. The shareholders shall not as such be held responsible for Liability of any act, default or liability whatsoever of the Company, or for limited. any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the Company, beyond the amount of their respective shares in the capital stock thereof: Provided always, that among the officers of the Company there shall be a Printer and Publisher who shall be held responsible in any criminal proceeding for libellous matter published in the said Citizen newspaper, and the said Printer and Publisher Proviso: liability of shall, in like manner, be held responsible in any criminal proceed- printer and ing for libellous matter printed and published in any book, publisher. pamphlet, or other printed matter issuing from the establishment of the said Citizen Printing and Publishing Company, and in every issue of the said newspaper shall be contained the full name and residence of the party holding such office as Printer and Publisher. may vote on 9. Every executor, administrator, tutor, curator, guardian or Executors, &c. trustee shall represent the stock in his hands at all meetings of shares held by the Company and may vote accordingly as a shareholder, and them as such, shall be eligible as a Director; and every person who pledges his stock by any instrument disclosing the conditional nature of the transfer may nevertheless represent the same at all such meetings and may vote accordingly as a shareholder. Act for non user. 10. The charter of the Company shall be forfeited by non-user Forfeiture of during three consecutive years at any one time, or if the Company do not go into actual operation within three years after it is granted. 11. The corporate rights hereby conferred shall at all times Act subject to hereafter be subject to the provisions of any general enactment any general hereafter to be passed respecting incorporated Companies, and Act. except as altered herein, to the provisions contained in the Canada Joint Stock Companies Clauses Act, 1869," so far as 32-33 V., c.12. they are applicable. СНАР. |