Proviso. Contractor say each Shareholder holding one and not more than three shares shall have one vote, and an additional vote for every three shares beyond such first three, but no Shareholder shall have, nor shall act as proxy for more than ten votes, and no Shareholder shall be entitled to vote unless he, she, or they shall have paid all calls due upon the share or shares held by him, her, or them: Provided always, that no Shareholder who shall not be a natural born or naturalized subject of Her Majesty, or who shall be a subject of any foreign Prince or State, shall, either in person or by proxy, vote at any meeting whatever of the Shareholders of the said Corporation, or shall assist in calling any meeting of the Shareholders; any thing in this Act to the contrary notwithstanding. XIX. And be it enacted, That no person shall be capable of being a Director of with Company the said Company, if he be interested directly or indirectly in any contract with the said Company. cannot be a Director. Act cannot go into effect until half the Capital has XX. And be it enacted, That before this Act shall have its full effect, and the said Company be operative, evidence, satisfactory to the Governor of this Province, or person administering the Government thereof for the time being, shall be laid been paid up. before him, that the requirements of this Act have been bonâ fide complied with, and that one half at least of the said Capital sum of twelve thousand five hundred pounds has actually been paid up by the Subscribers or Stockholders of the said Company, and at the disposal of the Directors thereof for the purposes of the Notice-Ca- Company, in accordance with this Act, and notice thereof given in the Canada Gazette published by authority. nada Gazette. Powers of the May fix salarics. Appoint meetings. Dispose of properly. Institute and defend actions. XXI. And be it enacted, That the Directors of the said Corporation shall have the management and superintendence of its affairs, and may lawfully exercise all its powers, except such as are directed by this Act to be exercised by general meetings of the Shareholders, and also may use and affix, or cause to be used and affixed, the Common Seal of the said Corporation to any document which in their judgment may require the same, (and any Act or Deed bearing such Seal, and signed by the President, or by any two Directors, and countersigned by the Secretary, and no other, shall be held to be the Act and Deed of the Corporation;) may fix the salaries and remuneration of the officers, agents and servants of the said Company, except as hereinafter provided; may appoint stated times for holding general meetings; may make any payments and enter into any contracts for the execution of the purposes of the said Corporation, and for all other matters for the transaction of its affairs; may generally deal with, treat, purchase, necessary lease, sell, let, release, and dispose of and exercise all acts of ownership over the lands, tenements, property, and effects of the said Corporation; may institute and defend in the name of the said Corporation, all suits at law; may from time to time appoint appoint and displace the officers, agents, and servants of the said Corporation, except as hereinafter provided; and may make By-Laws, Rules and Regulations for the management of the affairs of the Corporation, in all its particulars and details: Provided always, that all the powers hereby conferred shall be subject to the control of any general meeting of the Shareholders in the said Corporation, and shall not be in contravention of any By-Law, Rule or Regulation, ordained at any such general meeting of Shareholders, (but not so as to render invalid any act done by the said Directors prior to the ordaining of such By-Law, Rule or Regulation, having reference thereto, at such general meeting,) and shall not be exercised in any way contrary to the provisions of this Act: And provided further, that the choice and removal of the President and Directors of the said Company, the fixing of their remuneration, the determination as to the borrowing of money and the declaration of dividends, shall not be comprised within the powers conferred upon the said Directors, but shall be exercised only by general, meetings of the Shareholders. XXII. And be it enacted, That it shall be incumbent upon the said Corporation to publish lists, annually, under oath of the President or Acting President, of the names of all and each of the Stockholders who may hold shares in the Stock of the said Corporation, and also a statement or account of the affairs, assets and liabilities thereof mentioning especially the sum or amount paid up and in the hands and at the disposal of the said Corporation, and also to lay copies of the same before the Legislature within the first fifteen days of each Session. XXIII. And be it enacted, That in any action, suit, demand, or proceeding against the said Corporation in any competent Court of Law or Equity, service of the Summons, Writ, or Process of Court issuing in any such action, suit or demand, at the ordinary office or counting-house of the said Corporation, or of the President or Secretary thereof, shall be a sufficient service thereof on the said Corporation, to hold the said Corporation to appear and plead to such action, suit, or demand, or for such other purpose as to law may appertain. mectings. XXIV. And be it enacted, That the Directors of the said Corporation shall and Directors' may hold meetings at such times and places as they shall appoint for the purpose, and may meet and adjourn as they shall think proper; and at any time the President or any two of the said Directors may require a general meeting of Shareholders to be called; and in order to constitute a meeting of Directors there shall be present at least a majority of their number; and all questions shall be determined by a majority of votes; and the President shall have a casting vote in addition to his vote as a Director. XXV. Want of form not to invalidate certain matters. Public Act. XXV. And be it enacted, That no act done by any general meeting of Shareholders of the said Corporation, or by the Directors thereof, shall be invalidated by any defect or irregularity in the qualification or election of any Shareholder or Director concerned therein, XXVI. And be it enacted, That this Act shall be a Public Act, and shall be judicially taken notice of as such. This is to certify that A. B., of C., Yeoman, is at this date a Proprietor of Share in the Chambly Cotton Manufacturing Company, of Fifty Pounds, Currency, (each,) and that the said A. B., his successors, executors, administrators and assigns, is and are entitled to the profits and advantages thereof. Given under our hands and the Common Seal of the said Corporation, at this of our Lord 184 day of in the year For value received I hereby assign to D. E., President. of Shares in the Stock of the Chambly Cotton Manufacturing Company, subject to the By-Laws, Rules and Regulations of the said Corporation. Witness my hand, this day of 184. A. B. I hereby accept the assignment of the Shares above mentioned, subject to the By-Laws, Rules and Regulations aforesaid. 1 MONTREAL :-Printed by STEWART DERBISHIRE and GEORGE DESBARATS, An Act to Incorporate The Mechanics' Institute of Montreal. W [29th March, 1845.] THEREAS an Association hath been formed in the City of Montreal, in Preamble. this Province, by divers persons engaged as Mechanics and otherwise, resident in that City and the neighbourhood thereof, under the name of The Mechanics' Institute of Montreal, for the purpose of forming a Library and Reading Room, and of organizing a system of instruction by means of Lectures and Classes, for the use and benefit of those who are or may hereafter become members of the said Association; And whereas the persons hereinafter named Officebearers of the said Association, acting in behalf of the members thereof, have by their Petition to the Legislature, represented that the said Association was originally founded in the year eighteen hundred and twenty-eight, with the object of affording instruction to its members in the principles of the Arts, and in the various branches of Science and useful knowledge, necessary or advantageous to the said Associates in their pursuits in life; And the Petitioners have further represented, that the benefits derivable from the said Association, would not only be secured, but be greatly enhanced, by the incorporation of the members thereof, and have prayed that they may be so incorporated; And whereas it is expedient to grant the prayer of the said Petitioners, subject to the provisions and enactments hereinafter made: 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, and 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 Ostell, Thomas M'Ginn, William Certain persons incorporated as the "Mechanics' Institute of William Footner, William Telfer, Charles Garth, Andrew Cowan, George Dickenson, John Fletcher, William M. Milln, John Lambert, John Hilton, James Morice, William Watson, Charles Shrimpton, Donald M'Nevan, James Turner, John George, and Joseph Busby Brondsdon, with all such other persons as now are, or, being duly competent, may hereafter be associated with them for the purposes hereinbefore mentioned, and their successors forever, shall be one Body Politic and Corporate, in deed and in name, by the name and style of The Mechanics' Institute of Montreal, and shall by that name have perpetual succession, and a Common Seal, Common Seal. and shall have power, from time to time, to alter, renew, or change such Common Seal at their pleasure, and shall by the same name, from time to time, and at all times hereafter, be able and capable to have, take, receive, purchase, acquire, hold, possess and enjoy, to them and their successors as aforesaid, to and for the uses and purposes of the said Corporation, any messuages, lands, tenements and hereditaments of what nature, kind or quality soever, situate, lying and being within this Province, not exceeding in yearly value the sum of one thousand pounds currency,— and also to take, receive, purchase, acquire, have, hold and possess, (provided the same do not exceed a like sum in yearly value) to and for the same uses and purposes, any goods, chattels, gifts, or benefactions whatsoever,-and shall and may, by the same name, be able and capable to sue and be sued, implead and be impleaded, answer and be answered unto, in all Courts of Law and places whatsoever, in all and singular actions, causes, pleas, suits, matters and demands whatsoever, in as large, ample and beneficial a manner and form as any other Body Politic and Corporate, or any persons able and capable in Law, may or can sue, implead, or answer, or be sued, impleaded, or answered, in any manner whatsoever. Property. Suing and being sued. How Process on the Corpo II. And be it enacted, That in all and every suit or suits in law, which may shall be served hereafter be instituted against the said Corporation, service of Process at the residence of the President or either of the Secretaries, shall be sufficient to compel the said Corporation to appear and plead to such suit or suits; any law, custom or usage to the contrary in anywise notwithstanding. ration. What Officers shall be appointed. III. And be it enacted, That for the management of the affairs of the said Corporation, there shall be elected, by the Members of the said Corporation, and by a majority of the votes of the Members present at the Special or Annual Meetings hereafter provided for, the following Officers,-a President, a First VicePresident, a Second Vice-President, a Third Vice-President, a Fourth VicePresident, a Corresponding Secretary, a Recording Secretary, a Treasurer, a Librarian, and a Cabinet Keeper, as also twelve other Members, who, together General Com with the Officers hereinbefore named, shall constitute and form the General Committee of the said Corporation, and at least one half of the said General Committee shall mittee. |