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circular not less than twenty days previous thereto, and the election shall be made by such of the Shareholders as shall attend for that purpose either in person or by proxy; And if Provision in such election shall not be held on the day so appointed, it shall case of failure of any elecbe the duty of the Directors to notify and cause such election tion. to be held within thirty days after the day so appointed, when such election shall take place at the time and place so notified, and in manner herein before appointed; and all acts of Directors of the said Company shall be valid and binding, as against

the said Company, until their successors shall be elected; And Yearly report it shall be the duty of the Directors to submit to such annual of Directors. meeting of the Stockholders, a Report stating the amount of the Capital of the said Company, and the proportion thereof actually paid in, together with the amount of the existing debts of the said Company, which Report shall be signed by the Copy to be President and Secretary, and a copy thereof subscribed as afore- sent to Secresaid shall, within fourteen days from the date of such annual Province. meeting, be transmitted to the Secretary of the Province.

tary of the

VI. All elections of Directors shall be by ballot, and each Elections to Shareholder shall be entitled to as many votes as he owns be by ballot. shares of Stock in the said Company; And the persons receiv- Votes. ing the greatest number of votes shall be Directors; and when any vacancy shall happen amongst the Directors by death, cies how filled. resignation or otherwise, it shall be filled for the remainder of

the year in such manner as may be provided by the By-laws

of the said Company.

Casual vacan

VII. The said Company shall have a President, who shall be President. elected by the Directors from among themselves, and also such subordinate officers as the Company by its By-laws may re- Subordinate quire, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their respective offices, as the Company by its By-laws may provide.

Officers.

VIII. It shall be lawful for the Directors of the said Com- Instalments on pany to call in and demand from the Shareholders thereof res- Stock, how pectively, all sums of money by them subscribed, at such times called in. and in such payments or instalments as such Directors shall deem proper; and if any Shareholder or Shareholders shall, after notice of such call or demand shall have been personally

of calls.

made, or after notice thereof shall have been given to him by Forfeiture 'for circular, refuse or neglect to pay to the said Directors or the non-payment Secretary of the said Company, any such call or calls due upon the share or shares held by him, such share or shares shall or may, in the option of the said Directors become forfeited, together with the amount or amounts paid thereon, and such forfeited share or shares may be disposed of as the Directors for the time being may think fit, in any manner whatsoever, or the same may become vested in and for the benefit of the said Company, as the Directors may determine, or the amount may be recovered by the Company by action.

What only need be alle ged and protion for calls.

ved in any ac

Directors

laws.

IX. In any action or suit to recover any money due upon any call, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the Defendant is the holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear shall amount, in respect of one call or more upon one share or more, stating the number and amount of each of such calls, whereby an action hath accrued to the said Company; And on the trial it shall only be necessary to prove that the Defendant was owner of certain shares, and the call or calls thereon, and the notice or demand required by this Act, and no other fact or thing whatsoever.

X. The Directors of the said Company shall have power to to make By- make such By-laws as they shall deer proper for the manage ment and disposition of the stock and business affairs of the said Company, for the appointment of officers, and for prescribing their duties and those of all artificers and servants that may be employed, and for carrying on all kinds of business Proof of By within the objects and purposes of the said Company; and any copy of the said By-laws or any of them, purporting to be under the hand of the Clerk, Secretary or other officer of the said Company, and having the corporate seal of the said Company aflixed to it, shall be received as prima facie evidence of such By-law or By-laws in all Courts of Law or Equity in this Province.

laws.

Transfer of
Shares of
Stock.

Company may

to the amount of half their Capital.

XI. The Stock of the said Company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the By-laws of the Company; but no share shall be transferable until all previous calls thereon shall have been fully paid in, unless such share shall have been declared forfeited for the non-payment of calls thereon; and it shall not be lawful for the said Company to use any of its funds in the purchase of any stock in any other Company.

XII. It shall be lawful for the said Corporation from time to borrow money time to borrow, either in this Province or elsewhere, all such sum or sums of money (not exceeding in all at any time an amount equal to half of the paid up capital of the Company) as they may find expedient, and to make the bonds, debentures, or other securities they shall grant for the sums so borrowed, payable either in currency or in sterling, with interest, and at such place or places within or without this Province as they may deem advisable, and such bonds or other securities may be made payable to bearer or transferable by simple indorsement or otherwise, and may be in such form as the Directors for the time being may see fit; and the said Directors may hy pothecate, mortgage or pledge the lands, revenues and other property of the said Corporation, for the due payment of the said sums and the interest thereon; provided that no such

May pledge their lands,

Revenue, &c.

Proviso.

bonds

bonds or debentures shall be issued by the Corporation for any amount less than one hundred pounds, currency.

holders.

XIII. Each stockholder of the said Corporation shall be Limit of liabi severally and individually liable to the creditor thereof to an lity of Shareamount of the stock held by him, for all debts and contracts made by such Corporation, until the whole amount of the stock held by such stockholder shall have been paid up.

dividend when

XIV. If the Directors of the said Company shall declare and Directors to pay any dividend when the Company is insolvent, or any divi- be liable if dend the payment of which would render it insolvent, or which they make any would diminish the amount of its Capital Stock, they shall be the Company jointly and severally liable for all debts of the Company then is insolvent, existing, and for all that shall be thereafter contracted while &c. they shall respectively continue in office.

XV. It shall be the duty of the Directors of the said Com- List of Stockpany to cause a Book to be kept by the Treasurer or Clerk holders to be kept. thereof, containing in alphabetical order the names of all persons who are or have been Shareholders of the said Company, and shewing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and also a Also of debts statement of all the existing debts and liabilities of the said and liabilities. Company and of the amount of its stock actually paid in; which Book shall, during the usual business hours of the day, Open to all on every day, except Sundays and obligatory holidays, be open Stockholders. for the inspection of Shareholders of the Company and their personal representatives, at the Office of the said Company; which office shall be at the place at which a majority of the Shareholders both in number and value shall determine.

XVI. Subject to the payment of the debts and liabilities of the Substitution of Joint Stock Company referred to in the Preamble of this Act, Corporation the estate and effects of the said Company shall, from and for present after the passing of this Act, become and are hereby vested in the Corporation to be erected by this Act.

Company.

XVII. The Statute of this Province passed in the twelfth Interpretation year of Her Majesty's Reign, chapter ten, and known, cited, Act to apply. and referred to as "The Interpretation Act," shall, so far as it

ean be made applicable, apply to this Act.

XVIII. This Act shall be deemed a Public Act.

Public Act.

CAP.

Preamble.

Company incorporated.

Corporate

name.

Power to make By. laws.

real estate.

САР. ССХХ.

An Act to incorporate the Lyn Manufacturing Company. [Assented to 19th May, 1855.]

W

HEREAS Richard Coleman, James Coleman, and Richard Coleman, the younger, have by their petition prayed that a Company be formed for the purpose of carrying on the manufacture of Leather, sawing Lumber and Milling, and other branches of manufacturing business, and have prayed that they, together with such others as shall become Stockholders in the said Company, may be incorporated accordingly; And whereas it is right and proper that the prayer of the said Petition should be granted: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, as follows:

I. The said Richard Coleman, James Coleman, and Richard Coleman, the younger, and all such other persons as hereafter shall become Stockholders in the Company established by this Act, shall be, and they are hereby constituted, ordained and declared to be a body corporate and politic by the name of "The Lyn Manufacturing Company," with power and autho rity to make and ordain such By-laws, Rules, Orders and Regulations, not being contrary to this Act nor to the Laws of this Province, as shall be deemed useful or necessary for the interests of the said Corporation and the management of its affairs and business, and from time to time to alter and change the said By-laws, Rules, Orders and Regulations or any of

them.

II. It shall be lawful for the said Company by the name and Company may acquire certain style aforesaid, to acquire and take by purchase or otherwise, as may be agreed upon, and to have, hold, possess and enjoy all or any part of the Real Estates and Water Powers owned by the said Richard Coleman, James Coleman, and Richard Coleman, the younger, including all hereditaments belonging Or any securi- thereto, or any debentures or other securities, public or private, ties taken in which shall fairly come into their hands in the course of their their business. said business, in payment of or for securing the payment of May hold cer- any debt due to them in the course of such business, and to tain property purchase and temporarily to hold until they can conveniently temporarily. dispose thereof, any lands or real property which having been

the course of

mortgaged or pledged to them for securing debts to them actually incurred in the course of their said business, may by reason of such pledge or mortgage become their property, or

shall

shall be purchased by them at any sale thereof, in execution of any order or judgment of a competent Court in their favor, and to let, sell, exchange and dispose of any property, real or personal, which they may lawfully purchase, or otherwise acquire as aforesaid, in such manner as the said Company may deem expedient.

III. The business of the said Company shall be, and they Business of shall have full power and authority to carry on and continue the Company the manufacturing of Leather, the sawing of Lumber and the defined. grinding of Wheat and other Grain, and to erect and work or lease manufactories of Cotton and Wollen Goods, Iron, Steel, Wood and Paper.

IV. The Capital Stock of the said Company shall be Two Capital Hundred Thousand Dollars, and shall be divided into Two £50,000 in Thousand Shares of One Hundred Dollars each.

Shares of £25.

opened.

down.
Calls.

Proviso: calls

limited.

V. The said Company may open Books of Subscription at Books of Subsuch places and times as they may deem proper, thirty days' scription to be notice thereof having been given in some Newspaper, printed and published in the Town of Brockville; and any person or persons, or bodies corporate, may subscribe for and hold such and so many shares of Stock in the said Company, as he, she or they may think fit, and ten per cent. thereon shall be paid Ten per cent. at the time of subscribing, and the remainder shall be payable to be paid at such time or times as the majority of the Directors thereafter elected by the Stockholders shall appoint: Provided always, that no call shall exceed ten per cent., and no instalment shall become due and payable until after sixty days' notice shall have been given in some Newspaper printed and published in the Town of Brockville; and if any Stockholder shall after Enforcing such notice refuse or neglect to pay any instalment due upon calls. the Share or Shares held by hin, such Share or Shares shall or may in the option of the Directors become forfeited, together with the amount or amounts paid thereon, and such forfeited Share or Shares may be disposed of as the Directors may think fit in any manner whatsoever, or the same may become vested in and for the benefit of the Company as the Directors may determine, or the party holding such Share or Shares may be sued for the amount due, with interest from the time the same became due until payment.

VI. When and as soon as Stock to the amount of One First Meeting Hundred Thousand Dollars shall have been subscribed for in for election of the Books so opened, and twenty per cent. paid thereon, it Directors. shall be lawful for the said Company to call a meeting of the Subscribers for such Stock at the said Village of Lyn, for the purpose of proceeding to the election of Five Directors; and thirty days' notice of the time and place of holding such Meet- Notice. ing shall be given in some Newspaper printed and published

in the Town of Brockville; and the Directors then and there Term of office. chosen

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