Council. Provisional members of Council and officers. General meetings of corporation. Election of officers and Council. 4. There shall be a Council to be called "The Council of the Board of Trade," which shall, from and after the first election hereinafter mentioned, consist of a President, Vice-President, Secretary and eight other members of the Council, all of whom shall be members of the said corporation, and shall have the powers and perform the duties hereinafter mentioned and assigned to the said Council. 5. The said R. H. Kittson shall be President; the said Cyrille Labelle shall be Vice-President; and the said A. A. Taillon shall be Secretary; and the said G. I. Barthe, G. H. Bramley, J. Bte. L. Precourst, L. A. Senecal, J. B. Brousseau, Ed. O'Heir, L. Leduc and A. Hibbard, the other members of the Council, until the first election to be had under the provisions of this Act: and the Council hereby appointed shall, until the said electicn, have all the powers assigned to the Council by this Act. 6. The members of the said corporation shall hold a general meeting every three months, that is to say, on the last Friday in June, September, December and March, at some place within the town of Sorel, of which notice, naming the time and place, shall be given by the Secretary of the Council for the time being, at least three days previous to such meeting, through one newspaper or otherwise as may be thought necessary by the said Council: and at the general meeting in the month of June the members of the said corporation present, or a majority of them, shall then and there elect in such way as shall be fixed by the by-laws of the Corporation, from among the members of the corporation, one President, one Vice-President and the Secretary, and eight other members of the Council, who, with the President, Vice-President and Secretary, shall form the Council of the said corporation, and shall hold their offices until others shall be elected in their stead at the next general meeting in the month of June, as aforesaid, or until they shall be removed from office, or shall vacate the same under the provisions of any by-laws of the corporation: ProProviso if no vided always, that if the said election shall not take place on the election had, last Friday in the month of June, as aforesaid, the said corporation shall not thereby be dissolved, but such election may be had at any general meeting of the said corporation, to be called in the manner hereinafter provided, and the members of the Council in office shall remain in office until the election shall be had. Vacancies, 7. If any member of the said Council shall die or resign his and how tiled. office, or be absent for three months continuously from the meetings of the said Council, it shall be lawful for the said Council, at any meeting thereof, to elect a member of the said corporation to be a member of the said Council in the place of the member so dying or resigning or being absent; and such new member shall be so elected by a majority of the members of the said Council present at any meeting of the same, in case there is a quorum present at such meeting; and the member so elected shall hold office until the next annual election and no longer, unless re-elected. corporation, 8. At any annual or general meeting of the said corporation, Majority at whether for the purpose of electing members of the Council or for meetings of any other purpose, a majority of members present at such meeting to have full shall be competent to do and perform all acts which, either by this powers. Act, or by any by-law of the said corporation, are or shall be directed to be done at any such general meeting. members. 9. Any member of the said corporation intending to retire Resignation of therefrom or resign his membership, may at any time do so, upon giving to the Secretary, in writing, ten days' notice of such intention, and discharging any lawful liability which may be standing upon the books of the said corporation against him at the time of such notice. be made for 10. It shall be lawful for the said corporation or the majority By-laws may of them present at any general meeting, to make and enact such certain purby-laws, rules and regulations for the government of the said cor- poses, poration, providing for the admission, subscriptions and expulsion or the retirement of members, and for the management of its Council, officers and affairs, and for the guidance of the board of arbitrators hereinafter mentioned, and fixing the date and place of the regular meetings of the said Council, and all other by-laws in' accordance with the requirements of this Act, or the laws of Canada, as such majority shall deem advisable; and such by-laws shall be binding on all members of the said corporation, its officers and servants, and all other persons whomsoever lawfully under its control: Provided that no by-law shall be made or enacted by the Proviso:-notice of prosaid corporation without notice in writing thereof having been posed by-law. given by one member and seconded by another member at a previous meeting, and duly entered in the books of the said corporation as a minute of the said corporation. members of corporation 11. Each and every person then resident in the town of Sorel, Who may be or in the district of Richelieu, and being or having been a merchant, trader, mechanic, manager of a bank or insurance agent, and how. shall be eligible to become a member of the said corporation; and at any general meeting of the said corporation it shall be lawful for any member of the said Council or of the said corporation to propose any such person as aforesaid as a candidate for becoming a member of the said corporation, and if such proposition shall be carried by a majority of two-thirds of the members of the said corporation, then present, he shall thenceforth be a member of the corporation, and shall have all the rights and be subject to all the obligations which the other members possess or are subject to: Provided always, that any person not being a merchant or trader, Proviso: as to mechanic, manager of a bank or insurance agent, shall be eligible members not being traders, to become a member of the said corporation in manner aforesaid, &c. in case such person shall be recommended by the Council of the Board of Trade at any such meeting. 12. It shall be lawful for the said Council, or a majority of Special genera them, by a notice inserted in one or more newspapers published corporation, meetings of RHODES Meetings of HOUSE *OXFORD* LIBRARY Powers. in the said town of Sorel, one day previous to the said meeting, or by a circular letter signed by the Secretary of the said corporation, and mailed one day previous to the said meeting, to each member, or by notice sent to the residence or place of business of each of the members, to call a general meeting of the said corporation for any of the purposes of this Act. 13. It shall be competent for the said Council to hold meetings from time to time, and to adjourn the same when necessary, and, at the said meetings to transact such business as may, by this Act or by the by-laws of the corporation, be assigned to them; and such meetings of the Council shall be held in accordance with the by-laws of the said corporation, or shall be convened by the Secretary, at the instance of the President, or upon the request of any two members of the Council; and the said Council shall, in addition to the powers hereby expressly conferred on them, have such powers as shall be assigned to them by any by-law of the corporation, except only the power of enacting or altering any bylaw or admitting any member, which shall be done in the manner provided for by this Act and no other; and any six or more members of the Council, lawfully met, shall be a quorum; and any majority of such quorum may do all things within the powers of the Council: and at all meetings of the said Council and at all general Who to preside meetings of the corporation, the President, or in his absence; the Vice-President, or if both be absent, any member of the Council then present who may be chosen for the occasion, shall preside, and shall, in all cases of equality of votes upon any division, have Casting vote. a casting vote. Quorum. Council to &c. 14. It shall be the duty of the said Council, as soon as may be frame by-laws, after the passing of this Act, to frame such by-laws, rules and regulations, as shall seem to the said Council best adapted to promote the welfare of the said corporation and the purposes of this Act, and to submit the same for adoption at a general meeting of the said corporation called for that purpose, in the manner hereinbefore provided. Recovery of &c. By suit. 15. All subscriptions of members due to the said corporation subscriptions, under any by-law, all penalties incurred under any by-law by any person bound thereby and all other sums of money due to the said corporation; shall be paid to the Treasurer thereof, to be appointed as hereinafter provided, and in default of payment may be recovered in any action brought in the name of the said corporation; and it shall only be necessary in such action to allege that such person is indebted to the said corporation in the sum of money, the amount of such arrearage on account of such subscription, penalty or otherwise, whereby an action hath accrued to the said corporation by virtue of this Act. Proof on trial. 16. On the trial or hearing of any such action it shall be sufficient for the said corporation to prove that the defendant, at the time of making such demand, was or had been a member of the the said corporation, and that the amount claimed by reason of such subscription or otherwise, was standing unpaid upon the books of the said corporation. open. 17. The meetings of the members of the Council shall be open Meetings of to all members of the said corporation, who may attend at the Council to be same, but who shall take no part in any proceedings thereat; and minutes of the proceedings at all meetings, whether of the said Council or the said corporation, shall be entered in books to be kept for that purpose by the Secretary of the said corporation; and the entry thereof shall be signed by the President of the said Record thereof Council, or by the person who at the time shall preside over any such meeting; and such books shall be open at all reasonable hours to any member of the said corporation, free from any charge. arbitration. Quorum. cases submit 18. At the same time and times as are hereby appointed Board of or the election of the said Council, and in the same manner, t shall be lawful for the members of the said corporation to elect rom their number twelve persons, who shall form a board, which hall be called "The Board of Arbitration," and any three of whom hall have power to arbitrate upon and make their award in any ommercial case or difference which shall be voluntarily referred o them by the parties concerned: and whenever any such parties hall agree to bind themselves; by bond or otherwise, to submit Powers in the matter in dispute between them to the decision of the said ted. Board of Arbitration, such submission shall be understood to be made to any three members of the said Board, who may, either by especial order of the said Board or by virtue of any general rules adopted by them, or under any by-law of the said corporation touching the consideration of any cases so submitted, be appointed to hear, arbitrate and decide upon the case or cases so submitted to them; and such decision shall be binding upon the said Board and the parties making the submission; and any such submission shall be according to the form set forth in the schedule to this Act, or in mission. words to the same effect. Form of sub sworn. 19. The several members of the said Board of Arbitration Members of shall, before they act as such, take and subscribe before the Presi- Board to be dent or Vice-President of the said corporation, an oath that they will faithfully, impartially and diligently perform their duties as members of the said Board of Arbitration, and such oath shall be kept among the documents of the said corporation. 20. Any member of the Council of the said corporation may at Members of the same time be a member of the said Board of Arbitration. Council may be arbitrators. arbitrators 21. The three members appointed to hear any case submitted Powers of for arbitration, as aforesaid, or any two of them, shall have full when hearing power to examine upon oath (which oath any one of such three cases. members is hereby empowered to administer) any party or witness who, appearing voluntarily before them, shall be willing to be so examined, Award. Establishment examined, and shall give their award thereupon in writing, and their decision, or that of any two of them, given in such award, shall bind the parties according to the terms of the submission and the provisions of this Act. 22. It shall likewise be lawful for the said corporation to of library, &c. establish and keep open to the public, in the said town of Sorel, a library and reading room, and to make by-laws in relation to the same, for facilitating the working and maintenance thereof, and for Subscription. fixing the subscription to be paid by any person frequenting the same; and such person, whether he be or be not a member of the said corporation, shall be liable for the subscription so fixed, and to an action for the recovery of the same. Treasurer and tary. Oaths and affirmation. Corporation to be subject to other Boards like laws as of Trade. 23. The Council of the said corporation may appoint, from the members thereof, a Treasurer and also an Assistant among Secretary to act in case of the absence or illness of the Secretary. 24. Any person who may by law, in other cases, make a solemn affirmation, instead of taking an oath, may make such solemn affirmation in any case where by this Act an oath 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 required or authorized by this Act, shall be guilty of wilful perjury. 25. The said corporation shall be entitled to all the privileges and advantages possessed by, and shall be subject to all regulations affecting other Boards of Trade in Canada. SCHEDULE. FORM OF A SUBMISSION TO THE BOARD OF ARBITRATION. and the under Know all men, that the undersigned signed (if there be more parties, that is, more separate 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 dollars to perform the award to be made by the Board of Arbitration of the Board of Trade of the town of Sorel, 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 said parties have hereunto set their hands and affixed their seals at the town of Sorel, on the day of |