ballot of nine directors at such time and place as the Committee of management shall appoint, giving fifteen days' notice Notice. thereof in the Canada Gazelle, and in one newspaper at least in the City of Quebec, which Directors shall be subjects of Her Majesty and Stockholders at the time of their election and during their continuance in office, to the amount of ten shares, President, &c. and shall have power to choose from among themselves a President and Vice-President; and the said Directors shall thereupon at their first meeting thereafter, divide themselves by lot into three classes of three each, who shall go out of office in rotation as hereinafter provided for.

X. Each Stockholder shall be entitled to a number of votes Scale of votes. proportioned to the number of shares which he or she shall have held in his or her name, at least one month prior to the time of voting, according to the following ratios: at the rate of one vote for each share not exceeding four; five votes for six shares; six votes for eight shares; seven votes for ten shares, and one vote for every five shares above ten; and all votes at any meeting shall be given personally, and every proposition shall be determined by a majority of the votes of the parties present; Provided always, that no person or co-partnership or body poli- Proviso. tic shall be entitled to more than forty votes.

led.

XI. If any Director of the said Corporation shall die, resign Casual vacanor become disqualified, or incompetent to act as a Director, or cies, how filshall cease to be a Director through any other cause than that of going out of office by rotation as aforesaid, the remaining Directors, if they think proper so to do, may elect in his place any Stockholder duly qualified to be a Director, and the Stockholder so elected to fill up any such vacancy shall continue in office until the first yearly meeting after such vacancy, and the Stockholders then present shall elect a new Director, who shall

hold office for the same period as the Director would have done Term of office. whose death, resignation or disqualification caused the vacancy.

Election of

XII. A general meeting of the Shareholders of the said Com- Yearly general pany shall be held in the City of Quebec on the first day of meetings. February of each year, or if it be a Sunday or Holiday, then on the next day, after giving thirty days' notice thereof; and at such Notice. meeting the three Directors whose names stand first on the list of Directors, shall be held to vacate their seats, and the Stock- three Direcholders present at such meeting shall proceed to elect by ballot iors. three Directors, to serve as Directors for the ensuing year, who shall, upon election, be placed at the bottom of the Roll of Directors: Provided always, that nothing herein contained Proviso. shall be held to render any retiring Director ineligible for reelection.

XIII. At the Annual General Meeting of the Company, and Statement of before the Shareholders then assembled, the Board of Directors a "airs to be shall

60

exhibited.

Failure of

dis o've Cor

poration.

shall exhibit a full and unreserved Statement of the affairs of the Company, and of its Funds, Property and Securities, shewing the amount in real estate, in Bonds and Mortgages, and other securities, or in public debt or other stock, and the amount of debt due to and from the said Company.

XIV. If it shall happen at any time or for any cause, that an elec ion not to election of Directors shall not be made on any day when pursuant to this Act or the By-laws of the Company, it ought to have been made, the said Corporation shall not for that cause be dissolved, but it shall be lawful on any other day, to hold and make an election of Directors in such manner as shall have been regulated by the By-laws and Ordinances of the Company; and the Directors in office shall so continue until a new election shall be made.

Shareholders

laws.

Calling in instalments.

Managing

Di ectors.

pro

XV. The shareholders, at a meeting called for the purpose, to make By- shall have full power and authority to make, prescribe and alter such By-laws, Rules, Regulations and Ordinances as shall appear to them proper and needful touching the well ordering of the Company, the Rates and amount of Assurance and issuing of Policies, and the management and disposition of its stock, property, estate and eflects; and any number of the Directors of the said Company, being a majority of the said Directors, shall have full power and authority to call in any instalment or instalments at such times and seasons as they shall think fit, giving due notice thereof as herein before vided; and also to declare and cause to be paid or distributed to the respective Stockholders of the Company, any dividends or dividends of profit, at such times and seasons as they shall deem expedient; and also to appoint a Managing Director, Secretary and Treasurer, or any of them, with such salary or allowances to each, as well as to other officers or agents of the Company as may be thought reasonable, and to take security for the duc performance of their respective duties as they shall think desirable: Provided always, that for the purposes in this section mentioned, except as hereinafter specially provided, a majority of the Directors shall be present and assisting, and it shall not be competent for a Board consisting of a less number of Directors than were present at the time, to alter, repeal or amend any matter or thing so done.

Proviso.

Directors may

profits to the insured.

XVI. It shall be lawful for a majority of the said Directors, return part of if they shall deem it for the interest of the said Company, to return to the holders of Policies or other Instruments, such part or parts of the actual realized profits of the Company, in such parts, shares and proportions, and at such time and in such manner as the said Directors may deem advisable, and to enter into obligations so to do, either by Endorsements on the Policies or otherwise Provided always, that such holders of Policies or other Instruments shall not be held to be in any wise answerable for the debts or losses of the said Company, beyond the

Proviso:

Insured not liable for losses, &c.

amount

amount of the premiums which may have been actually paid up by him, her or thein.

tors.

XVII. There shall be a Weekly Meeting of the Board of Weekly meetDirectors of the said Company, and any three or more of the ing of Direc said Directors shall be a Quorum for the purpose of transacting and managing the details of business and affairs of the said Company; and at all meetings of the Board of Directors, all Majority to questions before them shall be decided by a majority of voices decide. or votes, and in case of an equality of votes, the President, VicePresident, or presiding Director, shall give the casting vote, Casting vote. over and above his proper vote as Director: Provided always, that nothing herein contained, shall be construed to authorize Proviso. the making, altering or repealing any By-laws or Ordinances of the said Company, or calling in any Instalments on Stock, or declaring dividends of profits, or the appointment of Managing Director, Secretary or Treasurer, or the appointments of salaries to or securities from officers or agents of the said Company, by any less number of Directors, or in any other manner than is hereinbefore mentioned and provided.

XVIII. The Directors for the time being shall receive a rea- Directors may sonable compensation for their attendance at the Board, to be receive comascertained and determined by a By-law or rule of the Board; pensation. and the said Directors shall be indemnified and saved harmless They shall be by the Members of the said Corporation, in proportion to their indemnified. several interests in the same, in and for their giving out and signing Policies of Assurance, and all other lawful acts, deeds and transactions done and performed in pursuance of this Act, and neither shall the said Directors be answerable for or chargeable with the defaults, neglects or misdeeds of others of them.

XIX. All Policies, Checks, or other Instruments issued or Execution of entered into by the said Company, shall be signed by the Pre- Policies, &c. sident, Vice-President, or Managing Director, and countersigned by the Secretary, or as otherwise directed by the Rules and Regulations of the Company in case of their absence; and Seal. being so signed and countersigned, and under the Seal of the said Company, shall be deemed valid and binding upon them according to the tenor and meaning thereof.

XX. No transferred share shall entitle the person to whom it When transis transferred, to a vote, until the expiration of thirty days after ferree of Share such transfer.

may vote.

XXI. No transfer of any share of the said Corporation shall Transfers not be valid until entered in the Books of the Corporation, according valid until ento such form as the Directors may from time to time determine, and until the whole of the Capital Stock of the said Corporation is paid up, it shall be necessary to obtain the consent of the Directors to such transfer being made; Provided always, that no Proviso. Stockholder indebted to the said Corporation shall be permitted

Shareholders

may be wit

nesses.

May see the

list of Share

holders.

Return to be

to make a transfer or receive a dividend until such debt is paid or secured to be paid, to the satisfaction of the Directors, nor shall any Stockholder in arrear be allowed to vote at any meeting.

XXII. In all actions, suits and prosecutions, in which the said Company may be at any time engaged, any Stockholder in the said Company shall be a competent witness, notwithstanding any interest he may have therein.

XXIII. During the hours of business, every Stockholder of the said Corporation shall have power to ask and receive from the President, Secretary or other officer, the names of all the Stockholders of the said Corporation.

XXIV. The said Company shall, when required so to do by made to the either of the three branches of the Legislature, present a Return, Legislature, under oath, of the amount of Real Estate held by the said Corpowhen required. ration; the amount of Capital Stock subscribed and paid up, with a list of the Shareholders, and the Stock subscribed by each, and the names of the Directors; together with a statement of the amount of risks paid during the past year, the amount of risks for which the Company is liable under each class, the amount paid the Stockolders in Dividends and Bonuses, and the amount of money in hand at the time of making the Return.

Public Act.

Not forfeited by non-user before 1858.

Preamble.

XXV. This Act shall be deemed a Public Act.

XXVI. This Act shall in no wise be forfeited for non-user at any time before the first day of January, one thousand eight hundred and fifty-eight.

CAP. CCXV.

An Act to extend the powers of the Consumers' Gas
Company of Toronto.

W

[Assented to 19th May, 1855.] HEREAS the Consumers' Gas Company of Toronto have petitioned for certain alterations in their Charter to enable them to meet the requirements of the rapidly increasing population of Toronto, and it is expedient to grant and allow the same: 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, as follows:

Shares of £12

I. That it shall and may be lawful to and for the said Com- Capital may pany to increase their present Capital Stock by a further sum be increased not exceeding fifty thousand pounds, so that the whole Capital by £50,000 in Stock of said Company may extend to, but not exceed the sum 10s., and how. of one hundred thousand pounds, in shares of twelve pounds ten shillings each, either among themselves or by the admission of new Stockholders on such terms as the Directors may decide and appoint, and that it shall and may be lawful as to such new Stock for the Directors to call in the same either in instalments as at present provided, or to issue such new Stock or any portion thereof payable at once or at such other dates. and times and in such manner as said Directors may appoint, and that the manner and dates when such Stock shall be paid up may be declared in any one or more resolutions of said Directors.

II. That such new Stock shall be assignable and be subject Incidents of to all the legal incidents and provisions already by law de- new Stock. clared as to the present Stock of said Company.

III. That it shall and may be lawful for said Company to Company may borrow on Debenture, Bond, Mortgage or other real or personal borrow money on Mortgage, security, any sum or sums not exceeding in the whole fifty &c. at any rate thousand pounds, at such rate of interest and on such terms of of interest. credit or otherwise as to said Company may seem advisable, and to secure the same as said Company may determine on all or any part of their estates real or personal, or both, no such Debenture or Bond being for a less sum than twenty-five pounds, and any rate of interest thereby payable shall be legally enforceable although exceeding the rate of six per cent; and all moneys so borrowed or raised shall be applied to the Application of purposes of said Company in the manufacture and distribution rowed. of Gas, and in increasing and extending their business, or in discharging liabilities contracted or to be contracted therefor.

moneys bor

IV. That it shall and may be lawful for the said Company Company may to hold lands and real property and estate for the purposes of hold and distheir incorporation; and that said Company may sell and dis- pose of cerpose of absolutely in fee simple or by way of lease for years to any persons or bodies, any lands or real estate not longer required by them for the purposes aforesaid.

tain real es

tate.

V. That it shall and may be lawful for said Company to pay May pay dividividends on the Capital Stock quarterly, if deemed advisable dends quarso to do.

terly.

VI. That it shall and may be lawful for all persons, whether Aliens may le British subjects or foreigners, to be Stockholders in said Com- Stockholders. pany.

VII. That this Act shall be a Public Act.

Public Act.

САР.