CHAPTER 141. An Act to incorporate the Bear River Steamship Be it enacted by the Governor, Council, and Assembly, as follows: 1. W. W. Clarke, W. G. Clarke, B. C. Clarke, and W. E. Incorporation. Pead, all of Bear River, Annapolis County; C. H. Purdy, L. J. Lovett, Frank Jones, J. E. Woodworth, and A. B. Marshall, all of Bear River, Digby County, and such other persons as may become shareholders in the company hereby incorporated, are hereby constituted a body corporate by the name of "The Bear River Steamship Company, Limited," and the head office of the company will be at Bear River, in the county of Annapolis, or elsewhere in the province of Nova Scotia, as the company may by by-law decide. 2. The said company shall have power: (a) To build, purchase, hire, charter, navigate and maintain steamships, sailing vessels and all other kinds of craft, including tugs and barges, to carry on a coasting and steam navigation business between ports and places in the Province of Nova Scotia, and towing, and to carry and convey passengers and mails, goods, chattels, wares and merchandize, and to prosecute and carry on the business of common carriers of passengers and goods, forwarders and traders, and of wharfingers and warehousemen, as their business may require, with power to sell and dispose of the said vessels, or any of them, or grant or consent to bottomry or other bonds on the same, or to mortgage the property of the company or any part thereof when and as they may deem expedient, and to make and enter into contracts and agreements with any person or persons or corporations for Objects. General powers. Capital. Provisional directors. Meetings. the purpose of carrying out any of the purposes aforesaid or otherwise for the benefit of the company. (b) To purchase, rent, erect and hold in said ports for the purposes of the company, either in the name of the company or in the name of trustees for the benefit of the company, such lands, wharves, docks, warehouses, offices and other buildings as they deem necessary and convenient for the purposes of the company, and to sell, mortgage, and dispose of the same for the purposes of the company. (c) To acquire. manufacture, buy, sell, dispose of, consign to agents for sale, and deal in all such kinds of goods, chattels and merchandise as the company shall see fit, and to engage in and carry on such business as is usually engaged in by merchants, commission merchants, ship-brokers, dealers and traders. 3. The company in its corporate name is hereby empowered to do and perform all things necessary and proper for the carrying out of the above objects. 4. The capital stock of the company shall be twenty thousand dollars, to be divided into one hundred shares of two hundred dollars each. 5. The persons named in section one of this Act shall be provisional directors of the company, and shall have power to open stock books and to procure subscriptions for shares in the capital stock of the company, and to make calls upon subscribers. 6. The first meeting of the company shall be held at Bear River, in the county of Annapolis, in the province of Nova Scotia, within six months after the passing of this Act, as the provisional directors determine, notice of such meeting to be given by mailing, postage prepaid and registered, a written notice to each shareholder at least ten days before such meeting, specifying the time and place of such meeting, and subsequent meetings shall be held at such times and places as the company may determine by by-law or otherwise, a notice thereof being given by mailing, postage prepaid and registered, a written notice to each shareholder at least ten days before the meeting. The company, at said first meeting, shall elect a board of directors, who shall hold office till the first annual meeting of the company thereafter. holders. 7. At all meetings of the shareholders each share shall Votes of shareentitle the holder to one vote, which may be given in person or by proxy, and no one who is not a shareholder shall act as such proxy; and no shareholder shall be entitled, either in person or by proxy, to vote at any meeting upon any share or shares in respect to which any call is in arrear, provided however, that the company may by by-law limit. the number of votes to which the holder of shares may be entitled. 8. If at any time an election of directors be not made or do not take effect at the proper time, the company shall not be held to be thereby dissolved, but such election may take place at any general meeting of the company duly called for that purpose, and the retiring directors shall be continued in office until their successors are appointed. Election of directors. 9. The affairs of the company shall be managed by a Managing board. board of not less than three directors, as the shareholders from time to time determine, who shall have power to fill all vacancies, excepting that no person shall be eligible as a director who is not a registered shareholder, holding at least two shares. Such directors shall appoint a president and secretary, and such other officers as the directors deem necessary. 10. No member or director shall be liable for the debts Limited liability. or liabilities of the company to a greater amount in the whole than the amount of stock held by him, deducting therefrom the amount actually paid on account of such stock, unless he shall have rendered himself liable for a greater sum by becoming surety for the debts of the company, but no shareholder who may have transferred his interest in the stock of the company shall cease to be liable for any contract of the company, entered into before the date of such transfer, so as any action in respect of such liability shall be brought within six months after such transfer. shares. 11. No assignment or transfer of any share shall be Transter of valid or effectual until such transfer be entered and registered, in a book to be kept for that purpose, by such officer as the directors may from time to time designate, provided that whenever a shareholder shall transfer in manner as aforesaid, all his stock or shares in the said company, such shareholder shall cease to be a member of the said company. By-laws. Stock books. Calls Notices. 12. The directors may from time to time make, alter, amend or repeal by-laws, rules or regulations as they may deem necessary and proper for the management of the affairs of the company generally, but every such by-law, and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company called for that purpose, shall only have force until the next general meeting of the company, and in default of confirmation thereat, shall at and from that time only cease to have force, provided, however, that one fourth part in value of the shareholders shall at any and all times have a right to call a special meeting thereof for the transaction of any business specified in a written requisition, signed by such shareholders, and ten days' notice of every such special meeting, reciting the business to be done thereat, shall be sent to every registered shareholder by mail or by personal service. Said by-laws and every repeal, amendment or re-enactment shall by approved by the Governor-in-Council.. 13. The directors of the company, for the time being, may open stock books for the subscription of persons desiring to become shareholders in the capital stock of the said company, and all persons so subscribing shall pay ten per cent. on allotment of shares, and the directors may make calls from time to time on such shares, payable at such times and in such amounts, in such places and in such manner as they shall determine, provided, however, that nocall shall exceed twenty-five per cent., and an interval of at least thirty days shall intervene between the date for the payment of the one call and the date for payment of the succeeding call. 14. A call shall be deemed to have been made at the time a resolution of the directors authorizing such call was passed, and if a shareholder fails to pay any call due from him before or on the day appointed for the payment thereof, he shall be liable to pay interest for the same at the rate of six per centum per annum from the date appointed for the payment to the time of the actual payment thereof. 15. All notices of calls upon shareholders shall be given by mailing a notice of such calls, registered and post-paid, addressed to each shareholder liable to pay the same, at his post office address, as recorded in the books of the company, at least four weeks before the time appointed for the payment thereof. pro 16. If after such demand or notice as herein before vided, any call or calls made upon any share or shares be not paid within such time as may be limited in that behalf, the directors in their discretion, by vote to that effect duly recorded in their minutes, may summarily declare to be forfeited any shares whereupon such payment is not made, and the same shall thereupon become the property of the company, and may be disposed of as the by-laws of the company may direct; but not withstanding such forfeiture, the holder of such shares at the time of such forfeiture shall continue liable to the then creditors of the company for the full amount unpaid on such shares at the time of the forfeiture, less any sums which have been subsequently realized by the company in respect thereof. Forfeiture of shares. forfeiture. 17. The company may, if they see fit, instead of declar- Evidence of ing forfeited any share or shares, enforce payment of all calls and interest thereon by action in any competent court, and in any such action a certificate under the seal of the company and purporting to be signed by the secretary of the company to the effect that the defendant is a shareholder, that such call or calls has or have been made, and that so much is due by him and unpaid thereon, shall be received as against the defendant in all such courts as prima facie evidence to that effect. affixing." 18. The company shall paint or affix, and shall keep "Painting," and painted or affixed, its name, with the word "limited" after it, or forming part of said name, on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name, with the word limited" after it, or forming part of its name, mentioned in legible characters in all notices, advertisements, and other official publications of the company, and on all bills of exchange, promissory notes, cheques, orders for money or goods purporting to be drawn, made, signed, given or indorsed, by or on behalf of the company, and in all bills, invoices, receipts, letters and other writings used in the transaction of the business of the company, and the company shall be liable to a penalty of twenty dollars for every neglect or omission of the name of the company, with the word "limited" after it, or forming part of said name, in any of the above cases. 19. shall cease. This Act shall cease and determine if effective work When Act shall not be commenced and continued under it within two years from the date of its passage. |