Representa amount of their respective shares in the capital stock thereof. 32. Every executor, administrator, tutor, curator, guardition of shares. an or trustee shall represent the stock in his hands, at all meetings of the Company and may vote accordingly as a shareholder; and every person who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder. Stock pledged. Declaration of dividend when com der Directors liable. a director 33. If the Directors of the Company declare and pay any dividend when the Company is insolvent, or any dividend pany is insol- the payment of which renders the Company insolvent, or vent to ren- diminishes the capital stock thereof, they shall be jointly and severally liable, as well to the Company as to the individual shareholders and creditors thereof, for all the debts of the Company then existing, and for all thereafter conProviso: how tracted during their continuance in office respectively; but if any Director present when such dividend is declared do forth with, or if any Director then absent do within twentyfour hours after he shall have become aware thereof and able so to do, enter on the minutes of the Board of Directors his protest against the same, and within eight days thereafter publish such protest in at least one newspaper published at, or as near as possibly may be to the office or chief place of business of the Company, such Director may thereby, and not otherwise, exonerate himself from such liability. may avoid liability. Principal office of company. Office in Lon 34. The principal office of the Company shall be in the City of Toronto, in the Province of Ontario; but the Company's works and business may be carried on at such other place or places in the Dominion of Canada as the Directors may, from time to time, determine. 35. The Company may have an office in London, Engdon, England. land, for such purposes as the Directors shall determine; and the bonds, coupons, or dividends of the Company may be made payable at any place in London aforesaid, and in sterling or currency. Power to borrow money. 36. The Directors may, from time to time, with the consent of the shareholders present or represented in a general meeting, borrow money on behalf of the Company, at such rates of interest and upon such terms as they may think proper; and the Directors may, for that purpose, make, or cause to be made, bonds or other instruments under the common seal of the Company, for sums of not less than one hundred dollars, which may be payable at any place, and either to order or to bearer, and may have interest coupons attached: Provided that the aggregate of the sum or sums so borrowed shall not, at any time, exceed the amount of the paid-up capital of the Company, for the time being; and no lender lender shall be bound to enquire into the occasion for any Proviso: such loan, or into the validity of any resolution authorizing moued. the same, or the purpose for which such loan is wanted. amount how made. 37. Service of all manner of summons or writ whatever Service upon upon the Company, may be made by leaving a copy thereof the company, at the office or chief place of business of the Company in the City of Toronto, with any grown person in charge thereof, or if the Company have no known office or chief place of business, and have no known President or Secretary, then, upon return to that effect duly made, the court shall order such publication as it may deem requisite to be made in the premises, for at least one month, in at least one newspaper; and such publication shall be held to be due service upon the Company. 38. Any description of action may be prosecuted and main- Actions by or tained between the Company and any shareholder thereof; against shareand no shareholder shall be incompetent as a witness therein. holders. case all is not are closed. 39. In case the whole capital stock of the Company is Subscription not subscribed when the Provisional Directors close the of stock in books for the purpose of organizing the Company as above subscribed provided, the Directors may, at any time and from time to when books time, as they deem proper, open said stock books for new subscriptions until the whole capital stock is subscribed; but in each instance all the provisions of this Act as to the percentage to be paid on subscription of stock, the liability of the person subscribing upon and in respect of said stock, and as to the rights and liabilities of shareholders, shall apply to the persons making such new subscriptions and to the stock or shares so subscribed. 40. The following words and expressions used in this InterpretaAct have the meanings hereby assigned to them, unless tion. there is something in the subject or context repugnant to such construction, that is to say : 1. The expression "the Company" means the Company "Company." incorporated by this Act; 2. The expression "the undertaking" means the whole "Undertakof the works and business of whatever kind, which the ing." Company is authorized to undertake and carry on; 3. The expression "real estate" or or "land" includes "Real all real estate, messuages, lands, tenements and heredita- Estate." ments of any tenure; 4. The word "shareholder means every subscriber to or "Shareholder of stock in the Company, and extends to and holder." includes the personal representatives of the shareholder; 5. The words "by-laws of the Company," or "by-law "By-laws." of the Company," mean and include all by-laws made by the Directors as well as all passed by the shareholders. 81 СНАР. Preamble. Time for completion extended. CHAP. 76. An Act respecting the Huron and Ontario Ship Canal [Assented to 8th April,1875.] HEREAS the Huron and Ontario Ship Canal Company, has, by its petition, prayed for the passing of an Act to extend the time limited for the completion of its undertaking, and for other purposes: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The period limited by the Acts relating to the Huron and Ontario Ship Canal Company for the completion of its undertaking is hereby extended for the further period of ten years from the passing of this Act. Preamble. Con. Stat. Can., c. 68. Corporation continued. CHAP. 77. An Act relating to the Upper Ottawa Improvement Company. [Assented to 8th April, 1875.] WHEREAS the Upper Ottawa Improvement Company have petitioned to have their charter, which was granted under the Act entitled "An Act respecting Joint Stock Companies to construct works to facilitate the transmission of Timber down Rivers and Streams," and being chapter sixtyeight of the Consolidated Statutes of the late Province of Canada, confirmed by a separate Act of the Parliament of Canada, and the said Company have also petitioned to have powers conferred on them, to save drifted or escaped timber, logs and lumber, and to secure the same for the rightful owners, and to construct such dams, piers and booms as may be found necessary to accomplish their said object, and it is expedient to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The said "The Upper Ottawa Improvement Company shall continue to be a body corporate, and by that name shall have perpetual succession and a common seal, with all the powers, privileges, and obligations conferred and imposed upon conferred. upon them by the said chapter sixty-eight of the Consoli- Additional dated Statutes of the late Province of Canada, which powers, powers privileges, and obligations are hereby continued to and upon them, and in addition thereto, with power to purchase, acquire and hold such real estate as they may deem necessary for their purposes, and the same again to sell, convey or exchange, as they shall see fit, and also, by their corporate name to sue and be sued, and to acquire and hold all such booms, piers, vessels, boats, matters and things as may be deemed by them necessary to use and employ in and about the salvage of timber, lumber and saw logs on the River Ottawa. struct certain land for such 1868, making 2. The Company shall, over that part of the river line be- Company, with approval tween Des Joachims Rapids and Dechesne Rapids and the of Govt., lands adjoining, have power at ten separate and distinct may conpoints on the River Ottawa, at which it may be necessary to works. attach the said booms to the shores of or islands in the said river, first having obtained a formal approval by the Governor in Council of their selection of such ten points, to acquire at each of such points a parcel of land extending for a distance, for any works to be constructed, not exceeding five hundred feet along the margin of the river, and extending back from the said river for a distance not exceeding fifty feet from high water mark: and in case the And take owner or owners of the said parcel and the said Company purpose shall be unable to agree upon the price or consideration to under Railbe paid or given therefor, then all questions between the way Act, said parties, touching compensation or damages, shall be compensasettled and determined by arbitration in the manner pro- tion. vided by The Railway Act, 1868," for the appropriation of lands by railways; and the powers and provisions contained in the clauses of the said "Railway Act, 1868," relating to lands and their valuation, shall, so far as applicable, extend to the Company, in order to enable them to acquire in a compulsory manner such parcels of land as aforesaid: Provided Proviso always, that the compulsory powers herein granted shall be powers to be Compulsory exercised within three years from the passing of this Act, exercised and not after and the Company shall have power to hold, within a cermaintain, use and enjoy all the works, booms and piers constructed by them on the south side of the River Ottawa, between Little Chaudiere Falls and the upper end of Coffin Island as indicated on the plans in the Department of Public Works, and to construct other works of a similar description, subject to all the powers, privileges and conditions in this Act contained; subject, nevertheless, as to all the aforesaid Works subworks, that they or any or either of them shall be removed ject to by the Company immediately after notice by the Department, that such removal is ordered by the Minister of Public Works. removal. 3. Before the said Company shall proceed with the con- Plans to be struction of their booms, piers and works, and of any future submitted for alterations approval. Capital stock and shares. Increase of capital. Board of Directors. Present Directors alterations or enlargement thereof, plans and specifications of the same, and of any such proposed amendments thereof, shall be made and submitted to and approved of by the Minister of Public Works for the time being. 4. The capital stock of the Company shall be one hundred and thirty thousand dollars, divided into six thousand five hundred shares of twenty dollars each, and shall be composed of the stock already paid or subscribed and such new stock as may be required to make up the above amount; and the unpaid stock may be sued for by the Company against any subscriber and recovered in an action of debt; and the said Company shall have power hereby to increase the capital stock from one hundred and thirty thousand dollars to two hundred thousand dollars. 5. The affairs of the Company shall be managed by a Board of five Directors, who shall choose one of their number to be President of the Company, who, as Chairman, shall have the casting vote at all meetings of the Board in case of an equality of votes, in addition to his individual vote as a Director. 6. The present President and Directors of the Company President and shall remain in office until their successors are appointed in continued in accordance with the by-laws passed, or to be passed by the shareholders. office. By-laws may be made by shareholders at general meeting. Chief office. Charges may be collected by the Company, under tariff fixed by Gov. in Council. 7. The shareholders shall have power at a general meeting to enact by-laws to provide for and regulate the payment of calls on capital stock, the manner of voting for and the election of the Directors, the transfer of shares in the capital stock, the forfeiture or sale of the same in case of non-payment of calls, the increase of the capital stock, if need be, and the appropriation of the new shares among the present shareholders, or for opening new subscription lists as may seem advisable, and for such other purposes as they shall deem proper, and to alter, amend and repeal such by-laws as they shall see fit. 8. The chief office of the Company shall be in the City of Ottawa. 9. The Company shall have power to levy and collect tolls, dues and charges on all saw logs, timber and lumber which may have come into their possession by reason of the existence of the Company's works, or the exercise of any of the powers under this Act, upon such tolls, dues and charges being first approved by the Governor in Council, and upon publication thereof in the Canada Gazette; and the Governor in Council may, from time to time, alter and amend such tariff of dues, tolls and charges; and the Company shall hold a lien |