regulations, and ordinances, as shall appear to them proper for what and needful, touching the well ordering of the Company, the purposes. management and disposition of its stock, property, estate and effects; the calling of special general meetings, the regulation of the meetings of the Board of Directors; the appointment of a Managing Director or Manager, and of sub-boards and other officers to facilitate the details of business, and the definition of the duties and powers of such sub-boards; the making of calls upon the subscribed capital; the appointment and removal of officers and agents of the Company, the regulation of their powers and duties, and the salaries and allowances to be paid to them; the regulation of the transfer of stock and the form thereof; the compensation of Directors, and the establishment and regulation of agencies: Provided Proviso. that such by-laws do not contravene the provisions of this Act and are not contrary to law; provided also, that such Proviso for by-laws shall have force until the next general meeting of by shareshareholders, but no longer unless approved at such meeting, holders. and shall thereafter have force and effect as approved or modified at such meeting. confirmation company or to it. 15. The Company shall have power to lay out and invest Investment its capital, in the first place, in paying and discharging all of funds. costs, charges and expenses incurred in applying for and obtaining this Act, and all other expenses preparatory or relating thereto, and shall have power to acquire and hold such real estate as may be required for the purposes of its Real estate business, within the Dominion of Canada or elsewhere; and to for use of sell and dispose of the same and to acquire other property in bona fide its place, as may be deemed expedient, and to take, hold, and mortgaged acquire all such lands and tenements, real and immovable estate, as shall have been bonâ fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings: Provided Proviso. always, that it does not retain the same longer than five years; and the Company may invest its funds, or any Public part thereof, in the public securities of the Dominion of Canada, or of any of the Provinces thereof, or in the stocks of any banks or building societies, or in the bonds or debentures of any incorporated city, town or municipality, authorized to issue bonds or debentures, or in mortgages on real estate. securities may be held. shares. 16. No transfer of any share of the said Company shall be Transfer of valid until entered on the books of the said Company, according to such form as may from time to time be fixed by the by-laws; and until the whole of such share is paid up, it shall be necessary to obtain the consent of the Directors to such transfer being made: Provided always, that no share- Proviso. holder indebted to the Company shall be permitted to make Calls and a transfer, or receive a dividend, until such debt is paid or must be paid. secured to the satisfaction of the Board of Directors; and no transfer debts to Co. Dividends. Proviso. limited. 38 VICT. transfer of stock shall at any time be made until all calls. thereon have been paid in. 17. The Directors may, from time to time, declare and pay such dividends or bonuses on the capital of the Company as they shall deem justified by its business: Provided always that no part of the capital be appropriated to such dividends or bonuses. Liabilities of 18. In the event of the property and assets of the said shareholders Company being insufficient to liquidate its debts, liabilities, and engagements, the shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock. Agencies out of Canada. General Act and amendments to 19. It shall be lawful for the said Company to have offices, maintain agencies, and transact business in any part of the United Kingdom of Great Britain and Ireland, and in any part of the United States of America, should a majority of the shareholders, at a special general meeting to be expressly convened for that purpose, so determine. 20. This Act and the Company hereby incorporated, and the exercise of the powers hereby conferred, shall be subject to the provisions contained in the Act thirty-first Victoria, 31 V., c. 48. chapter forty-eight, intituled "An Act respecting Insurance Companies," and the Acts amending the same. apply. Preamble. CHAP. 85. An Act to amend the several Acts incorporating, or relating to the Richelieu Company, and to change its Corporate Name. 'Assented to 8th April, 1875.] WHEREAS the Richelieu Company has represented that it has become necessary to increase the amount of its capital stock, and the number of its docks, wharves and warehouses, and otherwise to amend its Act of incorporation, and the Acts amending the same; and whereas it is in the interest of navigation 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: continued. New name. 1. The Richelieu Company shall continue to be a body Corporation politic and corporate by the name of "The Richelieu and Ontario Navigation Company;" and all the movable and immovable property of the said Richelieu Company shall be vested in the Richelieu and Ontario Navigation Com pany. 2. The capital of the said Company shall be two millions Capital stock of dollars, divided in twenty thousand shares of one hun- and shares. dred dollars each. 3. The Company may hold real estate of the yearly Real estate. value of thirty thousand dollars for the purposes of the said Company, and for such other purposes in connection therewith as the Directors of the said Company may deem expedient. other pro shares. 4. The Directors of the Company, with the approbation of Real and the stockholders, shall have power to acquire and take into perty may be the stock of the Company, steamers, or other personal and paid for in real estate owned by any person or corporation, and to assign shares of the Company in payment thereof, and to amalgamate with any other corporation of a similar character assuming in such case all the liabilities of such corporation so amalgamated; and all past acquisitions made as aforesaid, And so for and approved of at any general meeting of the shareholders the past. duly called for the purpose, are hereby declared valid and binding on the Company. 5. The number of Directors shall not be less than seven Directors. Number and nor more than eleven, and no person shall be elected, or qualification. hold office as a Director, unless he shall possess in his own name at least fifty shares of the capital stock of the Company. The Directors at present in office, having the above qualification, shall remain in office, and shall appoint, for the current year only, the increased number of Directors. CHAP. 86. An Act to amend the Act incorporating the Canadian [Assented to 8th April, 1875.] WHEREAS doubts have arisen as to whether the Cana- Preambledian Navigation Company can dispose of its stock for shares of the capital of another incorporated company of a similar character: Therefore, to remove the said doubts, Her Company perty for shares of other companies of like kind. Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, declares and enacts as follows: 1. The Directors of the Canadian Navigation Company, may sell pro- with the approbation of the shareholders thereof, have, under the Act incorporating the said Company, and shall continue to have power to dispose of all and any of the steamers and other personal or real property or rights of the Company in favor of any corporation of a similar character, to accept in payment thereof shares of the capital stock of any such corporation, and distribute the same among the shareholders, pro rata, to the amount of the capital stock held by each of them in the said Canadian Navigation Company; and all past sales made as aforesaid, and approved of at any general meeting of the shareholders. duly called for the purpose, are hereby declared valid and binding on the said Company. When all and rights are 2. Whenever the Directors of the said Company shall their property have so disposed of the property and rights of the Company so disposed and accepted in payment thereof shares of the capital of, Company stock of any such other corporation of a similar character merged in the and distributed the same among its shareholders, the said company, &c. Company shall become extinct, and all its rights, powers and purchasing to become Proviso. property shall become vested in the corporation to which the said sale shall have been effected, and the said last mentioned corporation shall be to all intents and purposes responsible for all debts and liabilities of, and claims and demands against the said Canadian Navigation Company; and any suit or action now pending against the Canadian Navigation Company shall not become abated, but may be prosecuted against the corporation to which the said sale shall have been effected as aforesaid: Provided also that such sale and extinguishment of the Canadian Navigation Company shall not have the effect of discharging any shareholder thereof from his liability to creditors of the said Company upon any arrears remaining due upon his shares of the capital stock. CHAP CHAP. 87. An Act to change the corporate name of the St. Lawrence Navigation Company (steam), and to confer on it certain powers. [Assented to 8th April, 1875.] WHEREAS, the "St. Lawrence Navigation Company Preamble. (steam)," have petitioned for the passing of an Act to change their corporate name, and to confer on them certain additional powers, and it is expedient to grant their prayer: 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 St. Lawrence Navigation Company (steam) Name shall hereafter be called "The St. Lawrence Steam Naviga- changed. tion Company," but such change of name shall not affect in any respect any contract or obligation made with or by or due to the said Company; and any suit now pending may be continued in the name of the Company at the time when As to suits pending. it incurred the liability, to final judgment and execution in that name, and without any reprise d'instance. increase of capital stock. 2. The capital stock of the Company may be increased to Provision for such sum not exceeding one million dollars, as may, from time to time, be fixed by by-law to be passed by a majority of the shareholders present at any annual meeting of shareholders, or at a special meeting called for that purpose. debentures. ments to be 3. The Company shall have power to mortgage any of Company their property and to issue promissory notes and bills may issue of exchange payable to order for any sums not less than five hundred dollars each; and every contract, agreement, or engagement made, and every mortgage executed, and every bill of exchange, promissory note, and cheque Certain documade, drawn, or endorsed on behalf of the Company by any binding. officer, agent or servant of the Company in accordance with any resolution or regulation, and within his powers as such officer, agent, or servant under the by-laws of the Company, shall be binding upon the Company; and the party so acting as officer, agent, or servant of the Company shall not be personally liable by reason thereof: Provided always that Proviso as to nothing in this section shall be construed to authorize the notes payaCompany to issue promissory notes payable to bearer, or any promissory note intended to be circulated as money, or as the note of a Bank. ble to bearer. CHAP. |