CAP. CII. An Act to incorporate the Toronto Cotton Mills [Assented to 18th May, 1861.] HEREAS David L. Macpherson, Casimir S. Gzowski, Preamble, J. K. Kilbourn, Theodore Pomeroy, Andrew Elliott, Robert Pomeroy and Donald Robertson, and others, have, by their Petition, prayed that an Association, under the title of "The Toronto (otton Mills Company," may be incorporated for the purpose of manufacturing cotton and woollen goods, and water-proof cloths, webbing and other fabrics, and for the purpose of printing cotton goods, or any of them, and such machinery as may be necessary to carry on the said business; And whereas the Corporation of the City of Toronto have, by their Petition, signified their assent to the establishment of the said Manufactory in their City, and have set forth that with a view of promoting the objects of the said Association, they have agreed to exempt the Company from all Municipal assessments, rates and taxes, for the space of twenty-five years, and have also leased to the said David L. Macpherson and Casimir S. Gzowski, one acre and three-quarters of an acre of land, in the said City, for the purposes of the Company, for nine hundred and ninety-nine years, at a nominal rent, and have prayed that the Act may contain provisions to exempt the said Company from taxation, and to confirm the said lease; And whereas it is expedient to grant the prayers of the Petitioners: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. The said Petitioners, and such other persons as shall Incorporation become Stockholders of the said Company, are hereby consti- of Company. tuted a body corporate and politic for the purposes aforesaid, by the name of "The Toronto Cotton Mills Company." Corporate name. 2. The capital stock of the Company shall be five hundred Capital stook. thousand dollars, in shares of one hundred dollars each. 3. The Company may commence operations, and exercise Commenceall the powers hereby granted so soon as one hundred thousand ment of operadollars of the capital stock shall be subscribed, and fifty thousand dollars shall be paid up. tions. 4. The business of the said Company shall be carried on at Business of the City of Toronto, and the stock, property, affairs and con- Company. cerns of the Company shall be under the control and shall be Board of Dimanaged and conducted by three Directors, each of whom shall rectors to ma be a stockholder to an amount of not less than five thousand are business, &c. dollars, and shall be elected on the first Tuesday in February of every year, at the Office of the Company in the said City; and Qualification Election of. Vacancies. First Direct ors. Directors to for certain purposes. and all such elections shall be by ballot, by a plurality of the votes of the stockholders present, each share to have one vote, and stockholders not personally attending may vote by proxy; and the Directors so chosen shall, as soon as may be, elect one of their number to be President, which President and Directors shall continue in office one year, and until others shall be chosen to fill their places; and if any vacancy shall at any time happen of the President or Directors, the remaining Directors shall supply such vacancy for the remainder of the year. 5. The said David L. Macpherson, Casimir S. Gzowski, and J. K. Kilbourn shall be the first Directors of the Company, and the said Casimir S. Gzowski first President thereof, who shall severally hold their offices till the first Tuesday in February next after the Company shall go into operation. 6. The Directors of the Company shall have full power and make By-laws authority to make, amend, repeal, and re-enact all such Bylaws, resolutions, rules and regulations as shall appear to them proper and needful touching the well-ordering of the Company, the acquirement, management and disposition of its stock, property, and effects, and of its affairs and business; the declaration and payment of profits of the said Company, and dividends in respect thereof; the form and issuing of stock certificates, and the transfer of shares; the calling of general and special meetings of the Company; the appointment, removal and remuneration of all managers, agents, officers, clerks, artificers, workmen and servants of the Company; the making and entering into bonds, bills, notes, agreements, contracts and other documents, whether under the seal of the Company or not; and also in respect to the dissolution and winding up of the Company, and in general to do all things that may be necessary to carry out the objects and exercise the powers incident to the Company. Directors may make bills, notes, &c. 7. The Directors of the Company shall have full power and authority to make Bills of Exchange and Promissory Notes; and any contract, agreement, or bargain by the Company, or by the President on behalf of the Company, or by the Secretary or any Agent thereof, and every Promissory Note made or endorsed, and every Bill of Exchange, drawn, accepted or endorsed by the President, or any officer on behalf of the Company, in pursuance of and in general accordance with the said By-laws, shall be binding on the said Company; and it shall not be necessary to have the seal of the Company affixed to any such contract, agreement, bargain, note, or bill, or to prove that the same was made, drawn, accepted, or endorsed, in pursuance of any By-law, or special vote or order; nor shall the party entering into, making, or doing the same as President, other officer, or agent, be thereby subjected individually to any Proviso as to liability whatsoever; Provided always, that nothing in this Seal not required. Bank notes. section section shall be construed to authorize the Company to issue any note payable to the bearer thereof, or any Promissory Note intended to be circulated as money, or as the note of a bank. S. The stock of the Company shall be deemed personal Stock personal estate, and shall be transferable in such way as the Directors estate. shall by By-law appoint; and the Directors shall cause a book Transfer of to be kept by their Secretary or Treasurer, in which shall be stock. recorded the names of the shareholders, and the number of shares held by each, and the amounts paid in, and remaining unpaid thereon, and the names and addresses of the Directors; and the Directors may refuse to allow the entry in such book of any transfer of stock, unless the whole amount due thereon at the time shall be paid up, and no transfer of stock shall be valid until entry has been duly made in the said book, and such stock and Transfer book shall be open to the inspection of any shareholder of the Company, at all reasonable hours. 9. The Company may acquire, hold, lease and convey any Company may real and personal estate or property necessary and convenient acquire lands. for carrying on the operations of the Company. 10. If the election of Directors be not made on the day Non-election appointed by this Act, the Company shall not for that reason be of Directors dissolved, but the stockholders may hold the election on any not to dissolve Company. other day, in the manner provided for by any By-law passed for that purpose; and all acts of Directors until their successors are elected shall be valid and binding upon the Company. 11. In the event of the said Company deeming it necessary Increase of that the capital stock should be increased, so as to enable them capital stock. to extend the operations of the Company, the Directors of the Company, by a By-law passed for that purpose, may increase the capital stock to an amount in all not exceeding eight hundred thousand dollars. 12. The lease granted by the Corporation of the City of Lease granted Toronto to the said David L. Macpherson and Casimir S. by City of ToGzowski, of one acre and three quarters of an acre of land, or ronto, valid. thereabouts, in the said City, as a site for the mills and works therein mentioned, and bearing date the first day of April, one thousand eight hundred and sixty-one, shall be held to be a valid and binding lease; and it shall be held that the Corporation of the City of Toronto had and have full power and authority to grant and make such lease for the term, and upon the conditions, and for the purposes therein mentioned, and if required by the lessees, in pursuance of the provisions of the City may consaid lease, shall have power to alienate and convey the same, vey in foe or any part thereof in fee simple, to the lessees or their assigns, simple. notwithstanding that the said lands had been set apart for a market, or held by the said Corporation for any other purposes whatsoever. Commutation 13. The Corporation of the City of Toronto may agree with of or exemp- the said Company to commute all Municipal Assessments for tion from taxation. Company not bound to see to trusts. Time limited a fixed sum payable annually, for a period not exceeding ten years, and may also, wholly exempt any such property and business of such Company from assessment during a period of five years. 14. The Company shall not be bound to see to the execution of any trust,--express, implied, or constructive,--to which any shares of its stock may be subject, and the receipt of the party, or one of the parties, in whose name shares shall stand, shall be a sufficient discharge to the Company for any dividend or other money payable in respect of such shares. 15. The said Company shall go into operation within for Company eighteen months after the passing of this Act, on pain of forfeit ing the privileges hereby conferred on them. going into operation. Public Act. 16. This Act shall be deemed a Public Act. CAP. CIII. Preamble. ed with power An Act to amend the Act incorporating the "British [Assented to 18th May, 1861.] WHEREAS the British American Manufacturing Company, and the Directors thereof, interested therein, have petitioned for an amendment to their Act of Incorporation, being the Act twenty-third Victoria, chapter one hundred and nineteen, and it is expedient to grant their Petition: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: Capital of the 1. The said Act twenty-third Victoria, chapter one hundred Company fix- and nineteen, and particularly the fourth section thereof, is to increase it. hereby amended, so that notwithstanding any thing therein contained, the capital of the said Company shall be the sum of two hundred thousand dollars, with power to increase the same from time to time to one million dollars, by sums of not less than fifty thousand dollars at each time; such increase, in every case, to be authorized by a vote of not less than twothirds of the shares of the Company, which may be passed at any meeting of the Shareholders specially convened for the purpose, or at any meeting, in the notice convening which, it shall be stated that it is proposed to increase the capital. A certain sum 2. The aforesaid Act, and particularly the nineteenth section to be paid up thereof, is also hereby amended, so that notwithstanding any thing therein contained, the Company shall not establish any be establish- manufactory whatever, until the whole capital stock to the before a Ma nufactory may ed. extent extent of the said sum of two hundred thousand dollars shall have been bona fide subscribed for, nor until an amount equal to fifty per cent on the said sum of two hundred thousand dollars shall have been paid up by the Shareholders, and placed at the disposal of the Directors, for the purpose of carrying out the objects for which the Company has been incorporated. An Act to amend the Act incorporating the Windsor [Assented to 18th May, 1861.] Public Act. HEREAS the Windsor Improvement Company have Preamble. prayed for certain amendments to their Charter, and for powers enabling them to undertake works of drainage; and whereas it is desirable to encourage such operations and to grant the prayer of the petition: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. The Capital Stock of the said Company shall be divided Capital stock. into shares of five dollars, in place of twenty dollars, each, as Shares. provided by the second section of the said Act. 2. The third section of the said Act is hereby amended by Third section striking out the word "adjacent," where it occurs, and substi- of original Act tuting the word "near," and the said Company shall also be amended. entitled to hold in perpetuity such further quantity of land in addition to the land mentioned in the said section, as shall be necessarily occupied by drains, sewers, or water courses constructed by the Company. their business. 3. The Company shall have all power, liberty and license Powers of the to contract for, execute and perform, all works of trunk, arterial, Company for surface and subsoil drainage, of sewerage, water supply, the carrying on collection and distribution of sewerage and other refuse in Townships, Towns and Villages within the Counties of Essex and Kent, the clearing, reclaiming, fencing, grading and irrigating of land,—and for such purposes, to construct, erect, work and maintain all houses, homesteads, tileries, kilns, steam. engines, water wheels, embankments, sluices, reservoirs and roads, and to do and perform all and singular such other works and things not herein enumerated, as may be needful and convenient for properly and effectually carrying out all or any of the operations hereby authorized to be done. 4. When owners of land, or the authorities of Townships, Mode in whi ch Towns and Villages within the said Counties, shall desire to the Company |