in be held to fill the undetermined places; And in case of any vacancy occurring in the Qualification of elec VII. That each holder of Shares, held by him in his own name or the name of a firm of which he is a partner, and each person having in his possession a Certificate tors. representing actual profits at the time of the election, to the amount of not less than Fifty Pounds, undiminished by payments, or subsequent losses, shall severally be entitled to one vote in the election of Directors, for each Share so held by him, or for each such amount of actual profits. VIII. That the Corporation shall not be deemed to be dissolved by a failure to elect Directors at the time when such election should be made pursuant to this Act, but such election may be made on any other day, in such manner as may be directed and required by the By-laws of the Company, and the Directors in office shall continue until such new election shall be made. Failure to elect not a dissolution of the Company. Time of General IX. That the Annual General Meetings of the Company shall be held on the first Tuesday of the month of April in each year, of which the first shall be held on the said day in the year one thousand eight hundred and fifty-two; and Public Notice of all such Meetings shall be given in the Canada Gazette, and in one Newspaper published in the Cities of Montreal and Quebec respectively, at least ten days previous to the time of holding such General Meeting: Provided that any ten or more Shareholders representing one third of the Stock of the Company, may require the Directors to call Meetings. a Special General Meeting of the Shareholders, in the manner provided for the Annual Meetings; and on their refusal or neglect so to do, may, themselves, call such Meeting in the same manner. Proviso to call Special By-laws, &c. X. That any number of the Directors aforesaid being a majority of them, shall have full power and authority to make, prescribe, alter, amend or repeal such By-laws, Directors may make Rules, Regulations and Ordinances, as shall appear to them proper and needful, touching the well ordering of the Company, the management and disposition of its Stock, Property, Estate and Effects, the rates and amount of Insurance, and the issuing of Policies; and also to call in any instalment at such time and season as they shall think fit, giving due notice thereof as hereinafter provided, and also to issue Certificates to the respective Stockholders of the Company and persons insured therein, of any dividend of profits which shall be declared, and to appoint a Manager and such other Officers as to them may appear necessary for the carrying on the business of the Company, and to take Security from them for the due performance of their respective duties, with such salary and allowances to each as they shall think meet and advisable : Provided always, That for the purposes in this section mentioned, except as hereinafter Proviso, specially provided, a majority of the Directors shall be present and assisting, and no less a number than were present at the time shall have power to alter, repeal or amend any matter or thing so done: And provided further, that no such By-laws, Rules, Proviso: Regulations and Ordinances made as aforesaid, shall be valid or have effect unless By-laws to be approv approved and confirmed by the majority of Shareholders voting at an Annual or other ing. Special General Meeting convened as aforesaid. ed at General Meet XI. That there shall be a Weekly Meeting of the Board of Directors, at such time Weekly Meetings of and place as shall be designated in the By-laws, and any three or more of the Directors the Board, shall be a quorum for transacting and managing the details of the business and affairs of the Company; and at all meetings of the said Board, all questions before them shall be decided by a majority of votes, and in case of an equality of votes, the Presiding Director shall give the casting vote, over and above his proper vote as a Director : Provided Proviso. Punishment of Directors to open Provided always, that the said Directors shall be indemnified and saved harmless by the Members of the Company, in proportion to their several interests in the same, in and for their giving out and signing Policies of Insurance, and all other lawful acts, deeds and transactions done and performed in pursuance of this Act; and they shall not be answerable for or chargeable with the defaults, neglects or misdeeds of others of them, or of any Officer or Clerk of the said Company. XII. That any Manager or other Officer of the Company, who shall be guilty of any wilful falsehood or fraud, in any matter or thing pertaining to his office or-duty, shall be guilty of a misdemeanor ; and any person falsely personating a Member entitled to vote, and offering to vote as such Member at any election of Directors, or who shall falsely sign or affix the name of any Member of the Company to any appointment of a proxy, shall be guilty of a misdemeanor. XIII. That it shall be the duty of the said Board of Directors, or of a majority of Books of Subscription, them, to cause Books of Subscription for Shares in the Company to be opened at the City of Montreal, or, at their option, in any of the other principal Cities and Towns of this Province, of which public notice shall be first given by them, and under such Regulations as they shall direct; and as soon as the aforesaid Capital Stock of Twentyfive Thousand Pounds shall have been subscribed, .paid in or secured as aforesaid, and not before, the said Board of Directors shall thereafter organize the said Company, and 'proceed with the business and purposes thereof. Amount of Subscription. Proceeding to enforce payment. Shares and Certificates assignable. Assigned Share not to vote until after 30 days. XIV. That any person may subscribe for such and so many Shares as he may think fit, and five per centum on each Share shall be paid at the time of subscribing therefor, and the remainder at such times as the Directors for the time being shall appoint; and if any Shareholders refuse or neglect to pay the said Instalment at the time required so to do, he shall forfeit his Share, together with the amount paid thereon, and the said Share shall be sold, and the sum arising from such sale, together with the amount so previously paid, shall be accounted for and divided in like manner as the other moneys of the Company, unless the sum produced from such sale shall be more than sufficient to pay all arrears and interest on such Instalment, together with the expense of such sale, and in such case the surplus of such money shall be paid on demand to the owner; and no more Shares shall be sold than what shall be deemed necessary to pay such arrears, interest and expense. XV. That in case the said Directors shall deem it more expedient in any case to enforce the payment of any unpaid Instalment than to forfeit the said Share therefor, it shall and may be lawful for the Company to sue for and recover the same from such Shareholder, with interest thereon, in any action for debt, in any Court having civil jurisdiction to the amount claimed; and in any such action, it shall be sufficient to allege that the Defendant is the holder of one or more Shares, (stating the number of shares), and is indebted to the Company in the sum to which the calls in arrear may amount; and to maintain such action it shall be sufficient that the Signature of the Defendant to some Book or Paper by which his subscription for such Share shall appear, be proved by one witness, whether in the employment of or interested in the Company, or in any way allied or related to any of the said Directors, or Shareholders, or other persons interested in the said Company or not, and that the number of calls in arrear have been made. XVI. That the Shares of the said Company, and the Certificates of Profits to be issued by the said Company as hereinafter provided, shall be assignable and transferable according to such Rules as the Board of Directors shall appoint and establish, and be recognized and acknowledged by the Company, only after the transfer thereof shall have been entered in the Books of the Company; and no Shareholder or Member indebted to the Company, shall be permitted to make a transfer or receive a dividend until his debt is paid, or Security to the satisfaction of the Directors, be given to them that it will be paid. XVII. That no Transferred Share or Certificate of Profits shall entitle the person to whom it is transferred to a vote until the expiration of thirty days after such transfer. XVIII. That all Policies of Insurance issued or entered into by the Company, shall Policies signed by be signed by any two of the Directors, and countersigned by the Manager and by him two Directors, &c. sealed with the Seal of the Company, and being so signed, countersigned and sealed, shall be deemed valid and binding upon them according to the tenor and meaning thereof. XIX. That for the better security of parties dealing with the Company, Notes for Advanced notes may Premiums in advance may be received by the Company from persons intending to be paid in. receive Policies, and may be negotiated for the purpose of paying claims or otherwise in the course of the business of the Company; and on such portions of said Notes as may exceed the amount of Premiums paid by the respective makers thereof at the successive annual periods of the last day of February in each year, and on new Notes taken in advance thereafter, a compensation to the makers, at a rate to be determined by the Directors, but not exceeding six per cent. per annum, shall and may be allowed and paid from time to time. XX. That there shall also be allowed to the Shareholders respectively who shall Interest allowed to have paid their Shares in Cash, an Annual Interest not exceeding six per cent. upon the Shareholder. amount of the Shares held by each, which shall be reserved and taken from the profits of the Company, and shall be made up annually to the said last day of February, and paid from time to time, and to the said Shareholders who shall have secured the payment of their Shares by Stocks as aforesaid, the interest thereon as it shall accrue and have been received by the Company. XXI. That no separate Statement shall be required for the part of the year following Annual statements, the day on which the Company shall have issued their first Policy, but after that period dividends, &c. an Annual Dividend Statement shall be made, which shall exhibit a full and unreserved Statement of the Affairs of the Company, of their Funds, Property and Securities, the amount in Real Estate, Bonds and Mortgages, Notes and other Securities therefor, Public Debt or other Stock, and the amount of Debt due to and from the Company, together with a fair estimate of the Net Profits of the Company not before divided, up to and including the last day of February in each year, and allowing for any previous or probable deficiencies, which said Annual Statement shall be completed in the month of March succeeding the period to which it relates, and shall be submitted to the Annual General Meeting aforesaid. dividend. XXII. That at each Annual General Meeting, after the submission of the said Declaration of Statement and approval thereof by the Shareholders, the Board of Directors shall declare a Dividend of the Net Profits of the preceding period, Certificates whereof shall be issued by the Company of a certain amount per centum, to be computed on the said Capital, and the amount of Premiums to the persons in whose names the Policies of Insurance not marked off were originally made, or their heirs, executors, representatives or assigns; and to the Shareholders or their heirs, executors and representatives, who shall be entitled to receive the same per cent. of Dividends out of the Profits of the Company, as may be declared and may be made payable to the Insured; and the amount named in such Certificates shall be conclusive on the parties entitled to receive them at such periods, and shall not be changed by subsequent events, showing the actual payment to be more or less favorable than the estimate; and the Certificates aforesaid shall be subject to any future losses and expenses of the Company, until the same are redeemed, as hereinafter provided for, and shall be subject to be reduced by the Board of Directors, in case of losses and expenses in any subsequent year exceeding the estimated profits of such year; and the original Certificates may be called in and new ones issued in their stead, less the proper reduction. XXIII. That the Shareholders shall not be held liable for any claim, engagement, Limitation of liability. loss, or payment whatsoever, for or by reason of the said Company, beyond the amount of the Share or Shares which each may respectively hold; and the persons insuring and entitled to or holding Certificates as aforesaid, shall not be held liable for any such claim, engagement, loss or payment, or for any matter or thing in this Act contained, beyond Shares to be personal property. Fractious not allowed in accounts. No dividends out of capital. Divisions of accumu. lations of profits beyond capital. Suits by Members against Company. Business to be carried on in Montreal. Public Act, &c. Preamble. beyond the amount of their Premiums, Certificates or Notes, given in advance for Premiums. XXIV. That all Shares, Certificates and Interest in the Company shall be deemed personal property. XXV. That no original Certificate shall be issued for a less sum than Two Pounds Ten Shillings, nor for the fractional sums between even sums of Two Pounds Ten Shillings, but all such shall be passed to the Contingent Accounts of the Company. XXVI. That no Dividends shall be declared or paid out of the Capital Stock of the Company, nor shall any Dividend out of the said Net Profits be declared or paid, unless the said Capital shall be unimpaired, and six per cent. annual interest upon the amount paid in from the time of payment, allowed and reserved to the Shareholders who shall have paid their Shares in Cash as aforesaid, together with such Dividends and Interests as shall have been collected upon the Stocks hypothecated to the Company for Security as aforesaid. XXVII. Whenever the accumulations of the Profits of the Company, and for which Certificates shall have been issued, shall exceed a sum equal to the Capital of the Company for the time being, the excess shall be applied from year to year, or semiannually, as shall be provided by a By-law to that effect, towards the redemption of each year's Certificates, in whole or in part, as may be determined on by the said Board, but the Certificates of a subsequent year shall not be redeemed until those of the preceding year are provided for. XXVIII. Suits at Law or in Equity may be prosecuted and maintained by any Member against the said Company; and no Member of the Company, not being in his individual capacity a party to such suit, shall be incompetent as a witness in suits and legal proceedings by or against the Company. XXIX. The operations and business of the Company shall be carried on at such place in the City of Montreal as the Directors shall direct, but Agencies may be elsewhere established, as the Directors shall deem expedient. XXX. That this Act shall be a Public Act, and shall be subject to the provisions contained in the Interpretation Act of this Province, Twelve Victoria, Chapter Ten, which shall be held to form part hereof, so far as the same shall apply. CAP. CLXV. An Act to vest a certain Road Allowance in the Township of Hope, in the County of W [30th August, 1851.] HEREAS the Allowance for Road between lots numbers four and five, in the Second Concession of the Township of Hope, crosses a mill-dam and pond, and passes over high hills beyond, rendering that portion of the Allowance for Road wholly impracticable as a public highway; And whereas two other roads, the one leading along the easterly side of the pond, across the said lot number four, and the other in a north-westerly direction, across the said lot number five, have been opened, and are used as substitutes for the said Allowance, and Statute Labor expended thereon, and the latter is bridged where it crosses the stream below the aforesaid mill-dam, the former needing no bridge; And whereas James Madison Andrews, Henry Howard Meredith, Nathan Choat, David Choat, William Choat, Zacheus Burnham and Mark Burnham, own the land on each side of the said Allowance for Road, from the point aforesaid to the rear of the said Concession; And whereas it is expedient that part of the said Road Allowance should be granted to the said James Madison Andrews, Henry Howard Meredith, Nathan Choat, David Choat, William Choat, Zacheus Burnham and Mark Burnham, in lieu of the said Roads so granted through the said lots: 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 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 the Roads so laid out through the said lots, and now travelled as Public Highways, shall be and remain Public Highways, and that the following parts of the said original Allowance be, and the same are hereby vested in the said James Madison Andrews, Henry Howard Meredith, Nathan Choat, David Choat, William Choat, Zacheus Burnham and Mark Burnham, their heirs and assigns for ever, in lieu of the Roads so given, in the proportions hereinafter mentioned, that is to say: so much of the said Allowance for Road as lies between the northerly side of the Road leading along the east side of the pond and high water mark, on the northerly side of the mill-pond, to the said James Madison Andrews and Henry Howard Meredith, their heirs and assigns; so much of the said Allowance for Road as lies between the lands of the said David Choat and William Choat, to them, their heirs and assigns; so much of the said Allowance for Road as lies between the lands of the said Nathan Choat, to him, his heirs and assigns; and so much of the said Allowance for Road as lies between the lands of Zacheus Burnham on the west, and Mark Burnham on the east, to the said Zacheus Burnham and Mark Burnham, their respective heirs and assigns, in equal proportions, share and share alike, conterminously with their respective lands adjoining the said Allowance for Roads. CAP. CLXVI. An Act to incorporate the Burlington Ladies' Academy. [ 30th August, 1851, ] Present Roads made Public Highlowance vested in certain parties. ways, and Road al ᏴᎬ II. And be it enacted, That the said Corporation shall have power to purchase, take and hold, real and personal Estate, to the annual value of Fifteen Hundred Pounds, Halifax Currency, and to lease, sell or otherwise dispose of the same, for the use of the said Institution. III. And be it enacted, That the Trustees shall have power to elect the Faculty of the Institution, form Regulations and By-laws, prescribe the course of study, attend examinations, and regulate the Government and Instruction of the Students, and to fill all vacancies that shall occur in their Board. IV. And be it enacted, That there shall always be Thirteen Trustees of the said Corporation, excepting when a vacancy or vacancies shall occur, which vacancy or vacancies shall be supplied as aforesaid, within one month after they may happen; and that five of said Trustees shall constitute a quorum for the transaction of business. V. And be it enacted, That upon the death, resignation or removal from this Province of any Trustee, his vacancy shall be filled as hereinbefore provided. Real Estate. By-laws. Trustees. Vacancies. To render Account, VI. And be it enacted, That it shall be the duty of the said Corporation, at all times when they may be called upon so to do by the Governor of this Province, to render an &c., if called upon by account the Governor. |