ANNO DECIMO ET UNDECIMO VICTORIÆ REGINE. CAP. LXXIV. An Act to incorporate The Philadelphia and Huron Mining Company. WHE [ 28th July, 1847. ] HEREAS the several persons hereinafter named have, by their Petition, Preamble. represented that they have associated themselves together, with divers others, for the purpose of exploring for and working Mines of Copper and other ores, and of smelting the same on the shores of Lake Huron and elsewhere, by Articles of Agreement, entered into at the City of Montreal, the twenty-fifth day of May, one thousand eight hundred and forty-seven, and have raised by subscription the capital necessary effectually to begin their operations, but that they experience great difficulties in carrying out the objects for which they are associated without an Act incorporating them with the powers hereinafter mentioned, and have prayed that such Act may be passed: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council, and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That John S. McCahen, J. C. Van Dyke, and J. Graham, of Philadelphia, Esquires; Certain perGeorge N. Sanders, of New York, and C. K. Green, of Detroit, Esquires; Stephen rated." C. Sewell, M. D., and George Desbarats, of Montreal, Esquires, and their successors, and such and so many other persons or parties as have become, or shall become shareholders in the Capital Stock hereinafter mentioned, shall be and they are hereby constituted a Body Politic and Corporate, in fact and in name by the name of The Corporate Philadelphia and Huron Mining Company, and by that name shall and may sue and name and be sued, implead and be impleaded, answer and be answered unto in all Courts of Law or Equity whatsoever, and shall have uninterrupted succession with a Common Seal, which may by them be changed or varied at their pleasure. II. And be it enacted, That no shareholder in the said Corporation shall be in any manner whatsoever liable for or charged with the payment of any debt or demand due by the said Corporation beyond the amount of his, her, or their subscribed share or shares in the Capital Stock of the said Corporation. sons incorpo powers. Stockholders to be liable to their shares the amount of only. III. And be it enacted, That the Capital Stock of the said Company shall be and Number of the same is hereby declared to be seventeen thousand five hundred pounds, divided shares of Stock of Corporation. Calls on holders of Stock. Certain property vested in Corporation. Corporation property to ex- into twenty-five thousand shares: Provided always, that the said capital may be increased to sixty-two thousand five hundred pounds, as hereinafter provided. IV. And be it enacted, That the calls to be hereafter made on the holders of the said Stock shall be paid by instalments when and in such manner as shall be prescribed by the Directors hereinafter named: Provided also, that nothing herein contained shall exonerate, diminish or relieve any party from existing liability to the said Company, whether the said liability relates to contributions due or to fall due upon Stock already issued, or otherwise, but on the contrary all such liability and contributions shall and may be enforced in the same way, and the said Corporation shall have the same remedy to enforce the payment of calls already made, and all other calls and sums now due or called for, as is hereinafter prescribed with respect to future calls and liabilities. V. And be it enacted, That all and every the estate and property, real or personal, belonging to the Association, formed under the Articles of Association aforesaid, at the time of the passing of this Act, or which may subsequently be acquired by them, and all debts or claims due to or possessed by the said Association, shall be and hereby are transferred to and vested in the Corporation hereby established, which shall in like manner be liable to and for all debts due by or claims upon the said Association, and the Trustees of the said Association, at the time of the passing of this Act, shall be Directors of the said Corporation, as if elected under this Act, until their successors shall be elected as hereinafter provided. VI. And be it enacted, That it shall be lawful for the said Corporation to have and may hold real hold such lands and immoveable or real property as may be necessary for carrying on the business of the said Corporation, provided the sum invested in real property purchased from private individuals do not at any one time exceed Twenty-five thousand pounds; and it shall be lawful for the said Corporation to sell, lease, or otherwise dispose of the said property and estate as they may see fit. May explore of finding copper and other ores. VII. And be it enacted, That it shall be lawful for the said Corporation to engage for the purpose in and follow the occupation and business of carrying on exploration for and of finding and getting copper and other ores, metals, and minerals, and manufacturing and of disposing of the same for the benefit of the said Corporation, and to do all things necessary for the purposes aforesaid, not inconsistent with the rights of any other parties, or with the conditions of any grant or other title under which the said Corporation may hold the lands in which such things are to be done. Corporation may increase to £62,500. currency. VIII. And be it enacted, That if the said sum of Seventeen thousand five hundred Capital Stock pounds be found insufficient for the purposes of this Act, then and in such case it shall be lawful for the Members of the said Corporation by a vote of not less than twothirds in number of the Shareholders, representing not less than twelve thousand shares, at any General Meeting, to be expressly called for that purpose, to increase the Capital Stock of the said Corporation, either by the admission of new Members as subscribers to the said undertaking or otherwise, to a sum not exceeding in all the sum of Sixty-two thousand five hundred pounds currency, including the said sum of Seventeen thousand five hundred pounds currency hereinbefore authorized to be raised, in such manner and upon such terms and conditions, and under such regulations as shall shall be approved and agreed on; and the capital so to be raised by the creation of new shares or otherwise shall be in all respects part of the Capital Stock of the said Corporation; and every Shareholder of such new Stock shall be a member of the said Corporation, and be entitled to all and every the same powers, privileges and rights as the persons who are now Shareholders, in proportion to the interest or number of shares which he may acquire, and to the amount of calls paid thereon, and shall also be liable and subject to the same obligations and stand interested in all the profits and losses of the said undertaking in proportion to the sum that he shall subscribe and pay thereto, as fully and effectually to all intents and purposes whatsoever as if such other or further sum had been originally raised as a part of the said first sum of Seventeen thousand five hundred pounds; any thing herein contained to the contrary notwithstanding. Corporation may borrow money from time to time. IX. And be it enacted, That it shall be lawful for the said Corporation from time to time to borrow either in this Province or elsewhere, all such sum or sums of money, not exceeding in all, at any one time, Twenty-five thousand pounds currency, as they may find expedient, and to make the bonds, debentures, or other securities they shall grant for the sums so borrowed payable either in currency or in sterling with interest, and at such place or places within or without this Province as they may deem advisable, and such bonds, debentures or other securities may be made payable to bearer, or transferable by simple indorsement or otherwise, and may be in such form as the Directors for the time being may see fit; and the said Directors may hypothecate, mortgage, or pledge the lands, revenues, and other property of the said Corporation, for the due payment of the said sums and the interest thereon: Provided Proviso. always, that such Corporation shall not be allowed to borrow any part of said sum of Twenty-five thousand pounds until at least one half of the said Capital Stock of the said Corporation hereinbefore authorized be paid up and available for the uses of the Corporation. X. And be it enacted, That the Stock of the said Corporation shall be deemed personal or moveable estate, notwithstanding the conversion of any portion of the funds constituting the same into lands; and at all the meetings of the Shareholders held in pursuance of this Act, whether the same be general or special, every Shareholder shall be entitled to as many votes as he shall have Shares in the said Stock, and such vote or votes may be given in person or by proxy; and all questions proposed or submitted for the consideration of the said meetings shall be finally determined by the majority of the votes, except in the case or cases otherwise provided for: And provided also, that no person shall be entitled to vote as proxy at any meeting unless he shall be a Shareholder in the said Corporation, and produce written authority as such proxy in the form prescribed by the Schedule A. XI. And be it enacted, That the Shares in the Stock of the said Corporation shall be assignable by delivery of the certificates, to be issued to the holders of such shares respectively, and by assignment in the form of the Schedule B, or in any other convenient form to be prescribed by any By-law of the said Corporation: and that by such assignment the party accepting such transfer shall thenceforth become in all respects a member of the said Corporation in respect of such share or shares in the place of the party so transferring the same; but no such transfer shall be valid or effectual until all calls or instalments due on the shares purporting to be transferred shall Property vest ed in Directors for time being. Shares of Stock to be delivery of assignable by certificates in form of Sche dule B, &c. Directors may establish offices in London, Liverpool and in New York, &c. for certain purposes, May prescribe forms, &c. for the same. Proviso. Directors of to be elected to manage its af fairs. a quorum. Proviso: Majority of Di rectors to be present at laws for rai sing money, shall have been fully paid up and discharged, and a certified copy of such transfer extracted from the proper book of entry, and purporting to be signed by the Clerk, or other officer of the said Company duly authorized thereto, shall be sufficient primâ facie evidence of every such transfer, in all Courts in this Province. XII. And be it enacted, That the Directors of the said Corporation shall have power and authority to establish and have a place of business or office in the Cities of London and Liverpool in England, and New York, Boston, Philadelphia and Detroit in the United States of America, and to open books of subscription in all or any of the said Cities for the stock of the said Corporation, and to receive there subscriptions for the said stock, transferable there, respectively, and to make all such instalments called thereon, and dividends declared thereby, payable there, respectively. And the said Directors shall also have the power to name one or more Agent or Agents or Commissioners in all or any of the aforesaid Cities, for all or any of the purposes aforesaid, and to allow to such Agent or Agents or Commissioners, a reasonable remuneration for his or their services, and all other necessary expenses of the said Office and Offices; and it shall also be competent for the said Directors to make all such rules and regulations, and to prescribe all such forms as to them may seem meet for the better and more satisfactorily managing and conducting the affairs and business of the said Corporation in all or any of the Cities aforesaid, and for facilitating and rendering effectual the subscription for and transfer of and payments upon the said stock respectively, and for all other purposes connected therewith and incidental thereto. Provided always, that the said Directors may make By-laws prescribing the mode in which any shares of the stock in all or any or either of the said Cities may be made shares in Canada, or whereby any shares of the stock in Canada may be made shares in England or in the United States aforesaid. XIII. And be it enacted, That for managing the affairs of the said Corporation, there shall be from time to time elected out of the members of the said Corporation not less than three and not more than five persons, being each a proprietor of not less than one hundred shares of the said Capital Stock, to be Directors of the said Corporation, for ordering, managing and directing the affairs of the said Corporation; and Three to form any three Directors shall form a quorum of the Board, and may exercise all the powers of the Directors: Provided always, that unless at a meeting of a majority of the Directors, no by-law, rule, resolution or regulation for raising money or disposing of the real estate of the Corporation, shall be finally passed unless confirmed at the passing of By. next meeting of the Directors to take place upon due notice given: Provided, that no Director shall have more than one vote at any meeting of Directors except the President or the Chairman of the meeting for the time being who shall in case of an equal divison have the casting vote although he may have given one vote before; and whenever any vacancy shall happen among the Directors by death, resignation, or removal out of the Province, such vacancy shall be filled up until the next General Meeting of the Shareholders in such manner as may be prescribed by any By-law of the Corporation; and the Directors shall have full power to dispose of such part of the Stock of the said Corporation as may remain to be disposed of, or as may from time to time be added to or fall into the general mass either by forfeiture or otherwise on such terms and conditions and to such parties as they think most likely to promote the interests of the said Corporation; and they shall also have full power to make such calls for money from the several Shareholders for the time being as is herein before &c. Proviso. Directors may dispose of re maining Stock of Corporation. provided |