Meetings of

Council to be

open.

Minutes.

17. The meetings of the members of the Council shall be open to all other members of the corporotion, who may attend at the same but who shall take no part in any proceedings thereat, and minutes of the proceedings of all such meetings, and of allgeneral meetings of the corporation, shall be entered in a register to be kept for that purpose by a person or persons appointed to keep the same, and the entry shall be signed by the Secretary, and such To be open to register shall be open at all reasonable hours to any member of the corporation free of any charge, and also to all other persons on payment of a fee of twenty cents to the officer having charge of the register.

How attested.

all.

Board of arbitration.

Powers and duties.

18. At the same time and times as are hereby appointed for the election of the Council and in the same manner, it shall be lawful for the members of the said corporation to elect from among their number six persons, who shall be called "the Board of Arbitration," and any three of whom shall have the power to arbitrate upon, and to give their award in, any commercial case of difference which shall be voluntarily referred to them by the parties concerned; and whenever any such parties shall agree and bind themselves, by bond or otherwise, to submit the matter in dispute between them to the decision of the said Board of Arbitration, suc submission shall be understood to be made to any three members of the said Board who may, either by the special order of the Board or by virtue of any general rule adopted by them or to arbitration, under any by-laws of the corporation with regard to the con

Submissions

form of.

Members of

Board of Arbi

sworn.

sideration of cases so submitted to them, be appointed to hear and arbitrate upon the case, and shall be understood to bind the parties to submit to the decision of the said Board: and any such submission shall be in the form of the schedule of this Act or in other words to the same effect.

19. The several members of the said Board of Arbitration tration to be shall, before they act as such, take and subscribe before the President or Vice-president of the corporation, an oath that they will faithfully, impartially and diligently perform their daties as members of the said Board of Arbitration, and will, in all cases submitted to them, give a true and just award according to the oath, where to best of their judgment and ability, without fear, favor or affection, of or for any person or party whomsoever, and this oath shall be kept among the documents of the corporation.

Subscribed

be kept.

Members of
Council may

20. Any member of the Council of the corporation may be at be arbitrators, the same time a member of the said Board of Arbitration.

Bowers and duties of mem

21. The three members appointed to hear any case submitted bers acting as for arbitration as aforesaid, or any two of them, shall have full arbitrators. power to examine into the facts of such case, and to examine on May examine oath (which oath any one of such three members is hereby empowered to administer) any party or witness who appears voluntarily before them and shall be willing to be so examined, and shall give their award thereupon in writing; and their decision or

witnesses on

onth,

that

that of any two of them given by such award, shall bind the parties according to the terms of the submission, and to the provisions of this Act.

stead of oath,

22. Any person who may, by law, in other cases make a solemn Affirmation affirmation instead of taking an oath, may make such solemn allowed inaffirmation in any case where by this Act an cath is required; and any person hereby authorized to administer an oath may in such case as aforesaid administer such solemn affirmation; and any person who shall wilfully swear or affirm falsely in any case where an oath or solemn affirmation is by this Act required or authorized, shall be guilty of wilful and corrupt perjury.

Perjury.

23. Nothing in this Act shall affect the rights of Her Majesty, Saving of her heirs or successors, or any party or person whomsoever, such rights of the rights only excepted as are herein expressly mentioned and affected

Crown.

SCHEDULE.

FORM OF SUBMISSION TO THE AWARD OF THE BOARD OF

ARBITRATION.

Know all men, that the undersigned

and the under

signed,
(if there be more parties, that is more seperate
interests, mention them), having a difference as to the respective
rights of the said parties in the case hereunto subjoined, have
agreed and bound themselves under a penalty of

to perform the award to be made by the Board of Arbitration in the case aforesaid, under the penalty aforesaid, to be paid by the party refusing to perform such award to the party ready and willing to perform the same.

In witness whereof, the parties have hereunto interchangeably set their hands at

on the

day of

FORM OF THE OATH TO BE TAKEN BY THE MEMBERS OF THE

BOARD OF ARBITRATION.

I swear that I will faithfully, impartially and diligently perform my duty as a member of the Board of Arbitration of the Board of Trade of Saint John, and that I will, in all cases in which I shall act as arbitrator, give a true and just award according to the best of my judgment and ability, without fear, favor or affection, of or for any party or person whomsoever. So help me God.

CAP.

CAP. XLV.

Preamble.

Certain

persons

incorporated

Corporate name and general powers.

An Act to incorporate the Toronto Corn Exchange
Association.

[Assented to 14th June, 1872]

WHEREAS the persons hereinafter mentioned have petitioned

for the incorporation of themselves and others as the "Toronto Corn Exchange Association," and to be invested with certain powers hereinafter mentioned, 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. Wm. H. Howland, W. D. Matthews, J. E. Kirkpatrick, B. R. Clarkson, Robert Spratt, J. T. Culverwel!, Thomas Flynn, Douglas Laidlaw, Wm. Galbraith, Thorne Brothers, H. N. Baird, Gooderham and Worts, Thomas Duncan, James Brunskill, J. Harris, R. Bradford, Geo. A Chapman, Thomas Ashover, S. W. Farrell, Thomas Drysdale, Thos. C. Chisholm, James Young, William Gooderham Junr., Winans, Butler & Co., H. S. Howland, John Stewart, W. H. Knowlton, P. Howland, A. W. Godson, J. H. McNairn, K. Chisholm & Co., Joseph Gibson, A. M. Cannou, Mellville, Fair & Co., S. A. Oliver, H. J. Boulton, D. Clark, James, Braden, James Coleman, W. Ryan, S. P. Irwin, W. & J. Spink W. R. Wadsworth, Simon Plewes, J. S. Rutherford, Gibson Cook, Isaac Warcup, Wm. Lukes, Laidlaw & Nicol, and A. V. De Laporte & Co., and others already associated with them, and all those who may hereafter become associated with them, shall be, and they are hereby constituted a body politic and corporate, by the name of the Toronto Corn Exchange Association," and may, by that name sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in all courts of law and equity: and, by that name, they and their successors shall have perpetual succession; and may have a common seal, and may change and alter the same at pleasure; may acquire for themselves and their successors, under any title whatsoever, property real and personal; may alienate, sell, convey, lease or otherwise dispose of the same or any part thereof, from time to time as occasion may require, for such price or prices, and on such terms or conditions as they may see fit; and may, should they see fit, acquire other real and personal estate for the purposes of this Act; may borrow money on the hypothecary security of the immovable property of the corporation, for such time and on such terms and at such rates of interest Proviso: value as they may see fit: Provided, always, the clear value of the real and personal estate together held by the said corporation at any one time, shall not exceed One Hundred Thousand Dollars; and provided also, that the said corporation shall not have or exercise any corporate powers whatsoever, except such as are expressly conferred by this Act, or which are necessary for carrying the same into effect.

of real and

personal

estate limited.

2. The objects of the Association are hereby declared to be;- Objects of the (1 To compile, record and publish statistics, and acquire and Association. distribute information respecting the produce and provision trade of the various Provinces of the Dominion of Canada, to make connections in each of the said Provinces with a view to accomplish the said objec', in the most efficient manner, by the formation of Branch Associations or otherwise, and to promote the establishment and maintenance of uniformity in the business customs and regulations among the persons engaged in the said trades throughout the Dominion. (). To provide and regulate a suitable building or room for a Corn Exchange and offices in the city of Toronto, and to encourage the centralization of the produce and the provision trades of the city thereat; to promote the establishment and maintenance of uniformity in business of its members and those dealing with them; to compile, record and publish statistics respecting the same; to promote the observance of such regulations and requirements as may be by by-law established, not being contrary to law; and to adjust, settle and determine controversies and misunderstandings between persons engaged in the said trades, or which may be submitted to arbitration as hereinafter provided, to which ends the corporation is hereby empowered by vote of the majority at any annual, quarterly or Powers of the special meeting of the Association, to make all proper and needful the said obby-laws for its government; for the maintenance and due regulation jects. of the Corn Exchange offices and property thereof; for the raising of capital, not exceeding in amount the aforesaid sum of one hundred thousand lollars, by the issue of transferable shares or otherwise; for the appointing of the conditions under which shares may be transferred or forfeited; for the employment of a Secretary and such clerks and other officers and servants as may be necessary, for regulating the mode of voting at any ordinary or general meeting; and to determine whether the presiding officer shall or shall not vote, or shall or shall not have a double or casting vote in case of a tie; and for all and any other purposes, within the powers conferred by this Act, and for the administration of their affairs generally-provided always, such by-laws are not contrary Proviso, to law; and further, to amend and repeal such by-laws from time to time in manner provided by such by-laws; and generally shall have all needful corporate powers for the purposes of this Act.

corporation for

By-laws.

3. The affairs, business and concerns of the corporation hereby Committee of Management. created, shall be mar aged by a President, Vice-President, Secretary, Treasurer and seven or such other number of managers as may be provided by the by-laws, all of whom shall be members of the Association, and shall together constitute and be called the Committee of Management, and be elected annually at such time and place as may be provided by the by-laws: all vacancies which may occur in the said Committee by death or otherwise, shall be filled by the said Committee, and a majority of the number of the said Committee shall constitute a quorum for the transaction of

business.

་རྨ

Provisional
Board of

4. The said W. H. Howland, W. D. Matthews, J. E. KirkManagement. patrick, B. R. Clarkson, Win. Gooderham junior, H. N. Baird, W. R. Wadsworth, S. W. Farrell, Thomas Flynn, and Henry J. Boulton, shall be the Committee of Management, until others under the provisions of this Act shall be elected in their place; and the Committee hereby appointed shall, until the said election, have all the powers assigned to the Committee of Management of the said corporation by this Act, and shall have power to open stock books, receive subscriptions of stock or shares, and to do 'all matters and things necessary for the full organization and working of the Association.

Liability of Members or shareholders limited.

Annual meeting.

5. No member, office-holder or shareholder, shall in any manner be liable to, or charged with the payment of any debt or demand due by the Association, beyond the amount of his unpaid subscribed share or shares in the capital stock of the corporation.

6. An annual meeting shall be held for the election of the Committee of Management (and for such other business as may be brought before such meeting) at such time and place, and under such regulations and notices as the by-laws of the corporation shall determine, and may be adjourned as decided at such case of failure meeting; but in case of any accident, failure or neglect to hold such general election, the corporation shall not thereby lapse or terminate, but shall continue and exist, and the old officers shall hold office until the next general election, or until such other period as may be provided for in the by-laws.

Proviso: in

of election.

Who may be admitted as members.

Corporation

arbitrators.

7. The corporation may admit as members such persons, residents of Canada, as they see fit, and may expel any member for such reasons and in such manner as may be by by-law appointed.

8. The corporation shall have power to provide by by-Law for may appoint the election or appointment by nomination of Arbitrators, me mbers of the Association, to hear and decide controversies, disputes or misunderstandings relating to any commercial matter which may arise between members of the Association, or any persons whatsoever claiming by, through or under them, which may be voluntarily submitted for arbitration by the parties in dispute; but nominate arbi- nothing shall prevent the parties in any case from naming members of the Association, other than members of the Committee of Management, as the Arbitrators to whom the matter shall be submitted.

Disputantmay

trators.

Majority of

arbitrators to decide.

9. Members and persons assenting to an arbitration by an instrument in writing, signed by them according to the form in the Schedule A to this Act, shall be understood to have submitted to the decision of the majority of the Arbitrators, who, under any by-law, or by nomination by the parties, or the submission, may be appointed to hear the case, and to decide upon the same.

10.