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agents, officers and servants; which by-laws shall be subject to approval or disallowance by the shareholders, and shall not be in force until approved of, either at the annual or any special general meeting of shareholders, and may, among other things, besides comprehending all matters hereinbefore referred to as the subject of by-laws, be made, subject to the special provisions of this Act, for the following objects and purposes; and the same shall be accessible, at all seasonable hours, to all parties interested, viz :

1. To fix and determine the number of Directors; the manner of Directors. filling up vacancies that may occur prior to the annual election; how many Directors shall constitute a quorum; and generally the manner in which their powers shall be exercised, including the establishment of agencies in Newfoundland, and in the various Provinces of the Dominion, and elsewhere.

2. The manner of calling meetings as well of the Directors as of Meetings. the shareholders, and fixing the time for annual meetings.

3. The forfeiture of shares in arrear in respect of a call or calls, Calls. and 'the conditions and manner in which such forfeiture shall be declared.

shares, trans

fers, &c.

4. The keeping of registers and transfer books for shares, pre- Registers of scribing the manner in which such transfers shall be made, and the conditions in respect to the previous payments of calls or unpaid balance of stock, on which transfers shall be allowed; also the vouchers and evidence required to be lodged with the Company in case of transmission of shares by marriage, bequest, inheritance, bankruptcy or otherwise than by sale; and the forfeiture of shares for non-payment of anything due thereon, or in respect thereof.

5. The keeping of minutes of the proceedings, and the accounts Minutes. of the said Company, and rectifying any errors which may be therein; the auditing of accounts and appointment of auditors.

6. The declaration and payment of profits of the said Com- Dividends pany, and dividends in respect thereof.

7. The remuneration of Directors.

Directors.

8. The borrowing or advancing of money for promoting the Borrowing and purposes and interests of the Company, and the securities to be lending. given by or to the said Company for the same,-such borrowing not to exceed the limit hereinafter stated.

9. The times and manner of proposing and voting for increas- Increase of ing the capital stock of the Company; the mode of taking sub- Capital.

scriptions

Generally.

Borrowing

powers limited

Notes, &c.

Mortgages:

When to commence business

Limitation of liability.

Provision in

case of failure of election.

General Act to apply.

scriptions for, and allotting shares for such increase, and making calls thereon and collecting the same.

10. Generally the transaction and management of the affairs and business of the Company, and the carrying into effect all the powers and all the duties conferred or imposed on the Company, its shareholders and Directors, by this Act.

12. The Company are authorized to borrow money at any time to the amount and extent of one half their paid up capital, at such rate of interest as may be agreed upon.

13. The Company may become a party to promissory notes and bills of exchange, cheques, agreements, deeds, mortgages, pledges, bottomry and other bonds, and may pledge and mortgage their property in the same manner as individuals could do.

14. It shall not be lawful for the said Company to proceed with their operations under this Act, until the capital stock shall have been subscribed, and ten per cent shall have been paid thereon.

15. No shareholder in the Company shall in any manner be liable to, or be charged with the payment of any debt or demand due by the Company beyond the amount of the unpaid balance of his or her subscribed share or shares in the capital stock of the Company.

16. No failure to elect Directors, or to hold the first meeting or any annual meeting, shall operate as a dissolution of the Company; but anything omitted to be done may be afterwards performed at a meeting called in conformity to the by-laws, or at a meeting called for the purpose by the Secretary, or any three Directors.

17. The provisions of the "Canada Joint Stock Companies' Clauses Act, 1869," shall, except in so far as they are inconsistent with the provisions hereof, apply to the Company hereby incorporated.

САР.

CAP. CXIII.

An Act to incorporate the Ontario Shipping and Forwarding Company.

WE

[Assented to 14th June, 1872.]

HEREAS Thomas Dick, Charles James Campbell, William Preamble.
B. Scarth, George Laidlaw, Alexander M. Smith, William

D. Matthews, John Fisken, John Gordon, Thomas C. Chisholm,
William Galbraith, William Ramsay and Richard Grahame have
by their petition prayed that they may be incorporated for the
purpose of establishing a Company in the City of Toronto, for the
transaction of the business of shipping and forwarding, to be
called the "Ontario Shipping and Forwarding Company;" and
whereas it is desirable to grant the prayer of their petition:
Therefore Her Majesty, by and with the advice and consent of the
Senate and House of Commons of Canada, enacts as follows:-

1. The several persons hereinbefore named, and such other Incorporation. persons as may become shareholders in the Company to be by this Act created, and their assigns, shall be and they are hereby created, constituted and declared to be a corporation, body corporate and politic, under the name and style of the "Ontario Corporate Shipping and Forwarding Company."

name.

2. The said Company are hereby empowered to construct, Business of the acquire, charter, employ, navigate and maintain all kinds of vesCompany. sels, boats and ships used for navigation, trade or other purposes, for the carriage and conveyance of goods and traffic; and to carry on all such business, including the general passengers and other business of shipping and shipping agency, and to do all such matters as may be incidental to the carrying out of the objects of the Company, or necessary or expedient to the more profitable prosecution thereof; with power to sell or mortgage any of the property of the Company; and to make contracts with any person or corporation whatever, for the purposes of their said business.

limited.

3. The Company may acquire by purchase, lease or otherwise Real property and may hold absolutely or conditionally such real property, lands, tenements and buildings as may be necessary or convenient for the purposes of the Company, not exceeding the yearly value of ten thousand dollars; with power to sell, let, release, mortgage and dispose of the same, and others in their stead to acquire, not exceeding at any time the value aforesaid.

shares.

4. The capital of the Company shall be five hundred thousand Capital and dollars, with power to increase the same as occasion may require to one million dollars; and shall be divided into shares of one hundre 1 dollars each; which shares shall be held to be personal estate, and

shall

l'rovisional

their powers.

shall be assignable in such manner and form as may from time to time be prescribed by the by-laws of tho Company.

5. The said Thomas Dick, Charles James Campbell, William B. Directors, and Scarth, George Laidlaw, Alexander M. Smith, William D. Mathews, and John Fisken shall be Directors of the said Company until a choice of Directors, by election of the shareholders shall take place in the manner hereinafter prescribed; and the said Directors and their successors, or any three of them, shall have power to open books for the subscription of shares, receiving subscriptions to the stock of the Company and allotting shares to the several subQualification. scribers; and no person shall hereafter be qualified to be a Director who does not hold, in his own right, ten shares of the capital stock of the Company.

Annual and

meetings.

6. An annual meeting of the shareholders of the Company, for other general the transaction of the general business of the Company, and the election of Directors from among the shareholders for the management of the affairs of the Company, shall be held at such time and place in the City of Toronto, and under such regulations with regard to notice, as may be determined by the by-laws of the Company; and the holding of such other meetings as may be found necessary or expedient may also be provided for by such by-laws.

When the

commence

business.

7. So soon as one hundred thousand dollars of the capital stock Company may shall have been subscribed, and ten per cent shall have been paid thereon, it shall be lawful for the Company to proceed with their operations under this Act; and forthwith thereafter a first meeting for the election of Directors, and the transaction of business First and other generally, shall be held; and one week's previous notice of the general meet time and place of the holding of the said first meeting, shall be given in one or more newspapers published in the City of Toronto by three of the Directors, and of subsequent annual meetings a Directors may like notice shall be given under the hand of the Secretary of the company, unless and until otherwise regulated by the by-laws thereof and all or any of the Directors may be removed at any meeting of the shareholders called for the purpose, or for that purpose together with any other object or business.

ings.

be removed.

Votes:
Proxies.

Proviso.

Chief office : President and officers.

8. Each share shall entitle the holder thereof to one vote at all meetings of the Company; and such vote may be given either personally or by proxy,-such proxy being also a shareholder and having a written authority: Provided always that no single shareholder shall be entitled to vote for any greater number of shares than one third of the subscribed capital of the Company; and all questions shall be determined by the majority of votes given in respect thereof.

9. The Company shall have its head office in the City of Toronto; and shall have a President and Vice-President, who shall be elected by the Directors from among themselves; the Directors shall

shall also appoint a Secretary, and may appoint such other officers and employ such agents as they from time to time judge expedient; and may require such Secretary, officers and agents to give such security for the faithful performance of their duties as the Directors shall see fit to exact, and may pay and allow such Secretary, officers and agents, such salaries or other remuneration as may be agreed on.

be made and

non-payment.

10. The Directors may make such calls upon the shareholders, Calls; how to in respect to the shares subscribed or held by them respectively, enforced. as they may, from time to time, deem expedient; and may impose penalties for failure of payment not exceeding two per centum at any one time, upon the amount of the call or calls made; and likewise, subject to such rules and conditions as may be imposed by by-law, may declare forfeited all such shares as may be in Forfeiture for arrear in respect of any such call or calls or penalty; and such shares shall, upon such declaration, be and become forfeited in favour of the Company, as well as the amounts paid thereon, and shall thereupon be sold and disposed of in such manner as the Directors may see fit, and the net proceeds applied in reduction of the claims of the Company against the shareholders in default; or the Directors may in their discretion, should they see fit, proceed Enforcing by by suit or action for the recovery of any sum or sums due for a suit. call or calls on such shares with or without interest and penalties or either as the case may be, and may afterwards, if not recovered in full, proceed by forfeiture as above directed, without prejudic to their recourse by suit in any case, until the shares shall have been paid for in full.

or proved in

11. In any action or proceeding which may be brought by the What only Company against any shareholder for the recovery of any sum due need be alleged on any call or calls, or for interest or penalties thereon, it shall suits for calls. not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more in the capital stock of the Company, and is indebted in the sum to which the arrears on the call or calls made on such share or shares amount (together with interest and penalties, if any); and it shall only be necessary to prove that the defendant was proprietor of a share or shares, and that a call or calls had been made thereon.

for certain

12. The Directors may make by-laws, and may from time to Directora to time alter, repeal, amend or wholly substitute others for the make by-laws government of the Company, its affairs, business, managers, officers purposes. and servants, which by-laws shall be subject to approval or disallowance by the shareholders, and shall not be in force until approved of either at the annual or any special general meeting of the shareholders; and may, among other things, besides comprehending all matters hereinbefore referred to as the subject of by-laws, be made, subject to the general provisions of this Act, for the following objects and purposes; and the same shall be accessible, at all seasonable hours, to all persons interested therein, viz. :

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