Directors. Meetings. Calls. Transfer books and transfers. 1. To fix and determine the number of Directors; the manner of filling up vacancies that may occur between any annual elections; how many Directors shall constitute a quorum; and generally the manner in which their powers shall be exercised, including the appointment and control of subsidiary or local Boards of Directors and agents. 2. The manner of calling meetings as well of the Directors as of the shareholders, and fixing the time for annual meetings. 3. The forfeiture of shares in arrear in respect of a call or calls, and the conditions and manner in which such forfeiture shall be declared. 4. The keeping of registers and transfer books for shares, prescribing the manner in which transfers shall be made, and the conditions in respect to the previous payments of calls or unpaid balance of the stock on which transfers shall be allowed; also the vouchers and evidence required to be lodged with the Company in case of transmission of shares by marriage, bequest, inheritance, Forfeitures. bankruptcy, or otherwise than by sale; and the forfeiture of shares for non-payment of anything due thereon or in respect thereof. Minutes. Dividends. Remuneration Borrowing and lending. Increase of capital. Generally. Borrowing limited. Company may be parties to notes, &c. 5. The keeping of minutes of proceedings and the accounts of the said Company, and rectifying any errors which may be therein; the auditing of accounts, and the appointment of auditors. 6. The declaration and payment of the profits of the said Company, and dividends in respect thereof. 7. The remuneration of Directors. 8. The borrowing or advancing of money for promoting the purposes of the Company, and the securities to be given by or to the said Company for the same. 9. The times and manner of proposing and voting for increasing the capital stock of the Company; the mode of taking subscriptions for and allotting shares for such increase, and making calls thereon, and collecting the same. 10. Generally the transaction and management of the affairs and business of the Company, and the carrying into effect all the powers and duties conferred or imposed on the Company, its shareholders and Directors by this Act. 13. The Company are authorized at any time to borrow to the amount and extent of fifty per cent of their paid-up capital, at such rate of interest as may be agreed upon. 14. The Company may become a party to promissory notes and bills of exchange, cheques, agreements, deeds, mortgages, pledges, pledges, bottomry and other bonds; and may pledge and mortgage limited. 15. No shareholder of the Company shall in any manner be Liability of liable to or charged with the payment of any debt or demand due shareholders by the Company beyond the amount of his or her subscribed share or shares in the capital stock of the Company; and no shareholder shall be at liberty to transfer his or her share or shares without the consent of a majority of the Directors previously had and obtained until the whole of the said capital stock shall have been fully paid up. &c., not to 16. No failure to elect Directors, or to hold the first or any Failure to clect annual meeting shall operate as a dissolution of the Company; dissolve. but anything omitted to be done may be afterwards performed at a meeting called in conformity to the by-laws, or at a meeting called specially for the purpose. CAP. CXIV. An Act to incorporate the Dominion Water Works Company. [Assented to 14th June, 1872.] HEREAS George Henry Wilkes, David Curtis, Alfred Preamble. Watts, Henry Yates, James W. Digby, William Paterson, Charles Horatio Waterous and John H. Stratford have by their petition represented that one Charles Horatio Waterous has invented a new and useful improvement for supplying water in villages, towns and cities, called and known as "Waterous' improved system of Fire Protection and Water Supply," and has obtained a patent therefor, under the Statute of the Parliament of Canada; and have further represented that they are desirous of forming themselves into a Company, and to become incorporated for the purpose of erecting and constructing waterworks on the improved plan of the said patent in the several villages, towns and cities in the Dominion of Canada that may desire the same; by means whereof, at a comparatively small outlay, a sure protection against fire will be secured, and an abundant supply of water for domestic use provided, whereby great benefits will be conferred upon the community; and whereas it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:— Incorporation. Name and Municipalities waterworks. 1. The said George Henry Wilkes, David Curtis, Alfred Watts, Henry Yates, James W. Digby, William Paterson, Charles Horatio Waterous and John H. Stratford, together with all such other persons as shall become shareholders in the Company hereby incorporated, are hereby constituted and made a body corporate and politic by the name of the "Dominion Waterworks Company" whose head office shall be at the Town of Brantford in the County of Brant. Company may 2. The said Company is hereby authorized and empowered to contract with contract with the Municipal Corporation of any and every infor erection of corporated village, town or city in the Dominion of Canada, on such terms as the said Company and any of such municipalities shall agree upon, for the erection and construction in any of such municipalities of waterworks on and after the plan of "Waterous' Improved System of Fire Protection and Water Supply," either for the extinguishment of fires only, or for the extinguishment of fires and for domestic use; and to secure, improve and enlarge the same from time to time, as to the said Company shall seem meet, and shall be agreed upon as aforesaid; and in pursuance of any such agreement, made with any such municipalities, to erect, construct, enlarge, improve and complete the said waterworks, upon and after the plan aforesaid; and to erect and construct, place and lay down, the necessary and convenient buildings, machinery, pipes and all other appurtenances, matters and things requisite for the purposes aforesaid; and to erect and construct fire alarm telegraphs: Provided that the said Company first procure from the said Charles Horatio Waterous the privilege of using the said invention for the purposes aforesaid: and provided always that nothing in this Act contained shall be construed to render the said patent valid or invalid. And erect the same. Power to 3. It shall be lawful for the said Company, and it is hereby excercise rights authorized and empowered for the purposes aforesaid, to exercise lawfully conferred by the all the powers, rights and privileges in respect of the acquiring municipalites. of lands in any municipality requisite and necessary for the Capital and shares. properly erecting, constructing, maintaining and operating the said waterworks; and in respect of the erecting of buildings and the lands necessary therefor; and in respect of the laying down of pipes, and the lands necessary therefor; and in respect of the laying down of pipes along the streets and public places; and in respect of the using or diverting of any stream or streams, or spring or springs of water; and in respect of erecting and constructing fire alarm telegraphs; and in respect to all other matters and things whatsoever, requisite or necessary to be done in or about the premises, which shall be lawfully conferred upon the said Company by any local authority. 4. The capital stock of the said Company shall be five hundred thousand dollars, to be divided into five thousand shares of one hundred dollars each; and the shares of the said capital stock may, after the first instalment of five per cent. shall Directors. have been paid thereon, be transferred by the respective persons subscribing or holding the same to any other person or persons; and such transfer shall be entered or registered in a book or books Transfers. to be kept for that purpose by the said Company; and, for the purpose of organizing the said Company, the persons named in the first section of this Act, shall be Provisional Directors thereof, Provisional and they or a majority of them may cause stock books to be opened, upon which shall be recorded the subscriptions of such persons as shall become shareholders in the said Company: Pro- Proviso for invided always, that it shall be lawful for the said Company, by re- ital. solution of any general or special meeting of the shareholders, to increase the capital stock of the said Company to one million of dollars. crease of Cap election of 5. When and so soon as one hundred thousand dollars of the First general said capital stock shall have been taken and subscribed, and fifteen meeting and per cent. thereof paid thereon, it shall be lawful for the said Directors. Provisional Directors or any of them to call a general meeting of the said subscribers by a notice thereof to be inserted at least twenty days previously to the time of meeting in one of the daily newspapers published in the City of Toronto and in the City of Montreal, specifying the time and place where such meeting shall be held; and at such general meeting the shareholders present either in person or by proxy, who shall have paid fifteen per cent. upon the stock subscribed by them, shall elect nine persons to be Directors of the said Company; and each person so elected shall be a holder of Qualification. not less than twenty shares in the said Company; and the said President; Directors may then forthwith or at any subsequent meeting of themselves, elect from among their own number a President of the said Company, and such Directors and President shall continue in office until the first Monday in February in the year following the election. term of office. general 6. On the said first Monday in February, and on every first Annual Monday in February in each succeeding year, a general meeting of meeting and the shareholders of the said Company shall be held in the office of elections. the said Company, or in some other place and at such hour as the President or the Directors of the said Company shall appoint,-ten days' notice thereof having been first given in some newspaper published at or as near as may be to the place in which the office or the said place of meeting is situate; at which meeting the shareholders present in person or by proxy shall elect from among themselves nine persons, holding each not less than twenty shares in the said Company, to be Directors in the room of the Directors for the then past year, who shall be eligible for re-election; and such Directors so elected may then forthwith or at any subsequent meeting of themselves, elect one of their number to be the President of the Company. Directors. 7. The number of Directors to form a quorum for the transac- Quorum of tion of business shall be determined by a by-law to be passed by the said Directors; and the President, or in his absence a chairman President. chosen chosen by the Directors present from among themselves, shall Casting vote. preside at the meetings of the Directors; and the President or chairman shall, in addition to his vote as a Director, have also a casting vote in case of an equality of votes among such Directors. Failure of dissolve cor poration. 8. In case it should at any time happen that an election of election not to Directors should not be made on any day when pursuant to this Act it should have been made, the said Company shall not for that cause be deemed to be dissolved; but it shall be lawful on any other day to hold and make an election in such manner as may be regulated, directed and appointed by the Directors for the time being, and the Directors in office shall so continue until a new election is made. Vacancies how filled. Officers. Power to bor 9. In case any vacancy should at any time happen amongst the said Directors by death, resignation, disqualification or otherwise, such vacancy shall be filled for the remainder of the year by the remaining Directors, or a majority of them, electing in such place or places a shareholder or shareholders eligible for such office. 10. The Directors shall have power and authority to appoint a Manager, Secretary and Treasurer, and such clerks and other persons as may appear to them necessary for carrying on the business of the Company, with such powers and duties, salaries and allowances to each, as to the Directors may seem advisable; row money on and they shall also have power and authority for the purposes and mortgage. uses of the Company from time to time to borrow money in one sum or several sums from any individual or corporate body willing to lend or advance the same, and may mortgage, pledge, assign or hypothecate to such individual or corporate body the property, real estate, works, rates, revenues, income, rents and future calls of the Company, for the repayment of the said sum or sums so borrowed, and the interest thereon; and may issue scrip or debentures in the name of the Company for sums not less than one hundred dollars each; and the same shall be transferable by delivery merely, and shall, with the interest payable thereon, form a charge upon the property and income of the Company. Debentures. Power to Directors to manage busi laws for cer tain purposes. 11. The Board of Directors shall have full power in all things to administer the affairs of the Company, and to make or cause ness; make by to be made any purchase and any description of contract which the Company may by law make; to adopt a common seal; to make from time to time any and all by-laws (not contrary to law or to resolution of the shareholders) regulating the calling in of instalrents on stock and payment thereof; the issue and the registration of certificates of stock; the forfeiture of stock for nonpayment thereof; the transfer of stock; the declaration and payment of dividends; the appointment, functions, duties and removal of all agents, officers and servants of the Company; the security to be given by |