Majority of directors a quorum. Calls, when payable. Duties of Monday in July, five directors, each one being a proprietor of not less than ten shares of the capital stock of the corporation; the majority of whom shall elect from among themselves, a president who shall preside at the general meetings and otherwise discharge the duties pertaining to such office; and whenever a vacancy shall happen in the board of directors by death or resignation, or by reason of any director declining or neglecting to act for a period of three months after his election, such vacancy may be filled up by the majority of directors for the time being appointing some shareholder to supply the vacancy accruing. 11. A majority of the directors shall be a quorum for the transaction of business. 12. The owner or owners of one or more shares in the said undertaking shall pay his, her or their shares and proportion of the moneys, and at such time and place, as the said directors shall from time to time appoint and direct, of which thirty days notice, at least in one newspaper published in the County of Lanark, or in such other manner as the said directors or their successors shall, by any by-law, direct or appoint, but no call at any one time shall exceed ten per cent. 13. The chief duties of the directors to be chosen by the directors as to shareholders as aforesaid, shall be, in the first place, to provide preliminary expenses, &c. for and pay the preliminary expenses of the undertaking, procure and provide means for the payment for accurate and detailed surveys, specifications, plans and estimates of the work to be done, in order to carry out the purposes of this Act, and generally to do all such matters as are herein authorized to be done. Powers as to by-laws. Mill sites not to be interfered with. Compensation for injury. 14. The directors of the said company shall have full power and authority to make all such by-laws, rules, regulations and ordinances as shall appear to them proper and needful to the management of the said company, and to alter and amend the same as often as they may think proper, until the same are altered and repealed by the majority in value of the shareholders voting at any annual or other special or general meeting, to whom power is hereby given so to alter or repeal the same. 15. That nothing herein contained shall authorize the said company to interfere with any of the mill sites in the said river between the points above described, nor shall the said company use any mill sites in the said river, or erect any works which can in any way destroy the usefulness of the said stream, save and except as aforesaid. 16. That if any property or highway be overflowed, or otherwise injured by the works of the said company, compensation therefor shall be awarded in the same manner, in case of disagreement, disagreement, as is provided for the purchase of lands in the sixth section of this Act; Provided always, that if the said compensation shall not be paid or made within one month after the amount of the same shall have been agreed on, or awarded as aforesaid, the person to be compensated may resume possession of the property overflowed, or otherwise injured, and reremove all constructions which may cause the overflow or injury, and shall also be entitled to any damages caused by such overflow or injury. 17. Whenever any highway or public road, or any bridge, Erection of shall be cut through by the works of the said company, the bridges. said company shall cause to be constructed a secure and sufficient bridge, with proper and sufficient approaches thereto, with all convenient speed. locks, etc. 18. The said company may build such locks as may be ne- Powers as to cessary for completing the navigation of the said river, and may open, cut and erect such ponds and basins for the lying up and turning of vessels, boats or rafts, using the said river between the points aforesaid, and at such portions of the navigation as they shall deem expedient, and they may also build and erect such dry docks, slips and other works and machinery connected therewith, for the hauling out and repairing of vessels, as they shall think proper, and may let the same on such terms as they shall deem expedient, or carry on the business of the same by their servants or agents, as the said company or the Directors thereof shall decide from time to time. 19. The said company shall have power by by-law to fix Powers as to and regulate the tolls to be taken in the said river, between the tolls. points aforesaid, for the use of such locks as it may be necessary to be constructed; but no such tolls shall be levied or taken until approved of by the Lieutenant-Governor in Council, nor until after publication for two weeks in the Ontario Gazette of the by-law fixing and establishing such tolls, and of the order in Council approving thereof. and treasurer. 20. It shall and may be lawful to and for the said directors, Appointment and they are hereby authorized from time to time to nominate of secretary and appoint a treasurer and secretary, taking such security for the due execution of the duties appertaining to them as may from time to time be defined by the by-laws, rules and regulations of the said company. commenced 21. The said company, in order to entitle themselves to the When the benefits and privileges conferred upon them by this Act, shall work is to be commence the work within one year, and shall complete the and completsame within five years from the passing hereof; otherwise this ed. Act, and everything herein contained, shall be null and void to all intents and purposes. Joint Stock 22. The Joint Stock Companies General Clauses Consolidation Act, being the Act passed in the session held in the twenty-fourth year of the reign of Her Majesty, chaptered eighteen, shall extend and apply to the company hereby incorporated. Preamble. Persons incorporated. Corporate name. Powers. Capital stock CAP. XLVII. An Act to Incorporate the Toronto House Building [Assented to 24th December, 1869.] HEREAS the persons hereinafter named by their petition have represented that they have, "with many others residing in the city of Toronto, formed themselves into an Association, called the Toronto House Building Association;" for the purpose of building and erecting first and second-class dwellings in the city of Toronto, or in any part of the Province of Ontario, with the view of inducing and enabling the mechanical and other useful classes of the community, having a limited income, at the end of several years without the payment of cash down to become the absolute owners of such dwellings and whereas, the said Petitioners have prayed that the said Association may be incorporated, and in consideration of the great benefits which must arise from the said Association, it is expedient to grant their prayer; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: : 1. Hon. William McMaster, Angus Morrison, John Fisken, James Michie, James E. Smith, James Austin, Robert Hay, Donald Mackay, William Thompson, Edward Hooper, John Charlesworth, John S. Playfair, Amos Bostwick, Peter Paterson, John Shedden, Thomas Dick, together with all such other persons as shall become shareholders in the Association hereby constituted, shall be, and they are hereby made a body corporate and politic by the name of the "Toronto House Building Association.' 2. The Association shall have power to acquire and hold by lease, purchase, or other legal title, lands, houses, buildings, or premises, to construct, erect, build, and maintain houses or other buildings, and to lease, sell, convey, and dispose of the same, as the Association may deem for its advantage; and also shall have power to lend its money on security of mortgage on real estate, or Provincial Government bonds, municipal securities, or on the stock of chartered banks within the Province. 3. The capital stock of the Association shall be the sum of one one hundred thousand dollars, divided into shares of twentyfive dollars each; and which said capital stock may be from time to time increased, as the wants of the Association may require, by vote of the shareholders, at a meeting of the Association, called for the purpose, to an amount not exceeding four hundred thousand dollars in the whole. Increase. forfeiture for 4. The capital stock shall be paid by the shareholders in Payment of monthly instalments, as the Directors of the Association shall shares, and require, or as the by-laws may provide, and if not paid at the non-payment. day required, interest at the rate of seven per centum per annum shall be payable after the said day, upon the amount due and unpaid; and in case any instalment or instalments shall not be paid, as required by the Directors with interest thereon, after such demand or notice as the by-laws prescribe and within the time limited by such notice, the Directors may by vote, reciting the fact, duly recorded in the records, summarily forfeit any shares whereon such payment is not made, and the same shall thereafter become the property of the Association. 5. The stock of the Association shall be deemed personal, Shares transand be assignable; and no transfer of any share shall be valid ferable. until entered in the books of the Association, according to such forms as the Directors may from time to time appoint; and until the full amount of the shares subscribed for shall have been paid up, it shall be necessary to obtain the consent of the Directors to such transfer being made; Provided always, that no shareholder indebted to the company shall be permitted to make a transfer or receive a dividend until such debt be paid, or secured to be paid to the satisfaction of the Directors. 6. At all meetings of the Association, every shareholder, not Voting. being in arrears in respect of any instalment, shall be entitled to vote upon the following scale :-For one share, one vote; three shares, two votes; five shares, three votes; seven shares, four votes; nine shares, five votes; eleven shares, six votes ; thirteen shares, seven votes; sixteen shares, eight votes; nineteen shares, nine votes; twenty-five shares, ten votes; and one additional for every five shares over twenty-five shares; no shareholder shall act as proxy for more than one hundred shares, and all votes may be given in person or by proxy; Provided always the proxy is held by a shareholder, and is in conformity with the by-laws. 7. The stock, property, and affairs of the Association shall Nine Direcbe under the management of a Board of nine Directors, one of tors. whom shall be elected President, and another of whom shall be President. elected Vice-President by and amongst themselves, and five members of such Board, present in person, shall be a quorum Directors' thereof, each of which Directors shall be a shareholder, and qualifications. possess in his own right not less than twenty shares of the capital Names of capital stock of the said Association; and the first Directors under this Act shall be Hon. William McMaster, Angus Morrison, John Fisken, James Michie, James E. Smith, James Austin, Robert Hay, Donald Mackay, William Thompson, Edward Hooper, John Charlesworth, John S. Playfair, Amos Bostwick, Peter Paterson, John Shedden, and Thomas Dick, and they shall hold office till the first general meeting of the shareholders, which shall take place at the city of Toronto, on the first Tuesday of the month of February, one thousand Annual meet- eight hundred and seventy; and thereafter the Directors shall be elected at a general meeting of the shareholders, to be holden on the first Tuesday in February in each year, at such place and in such manner as the majority of the Directors for the time being shall direct and appoint; and the election shall be held and be made by such of the shareholders as shall attend either in person or by proxy, and such election shall be made by ballot; and if any Director shall die, resign, refuse, or become incapable to act, or cease to be a Director from any other cause, the remaining Directors shall, if they think proper, elect in his place another shareholder to be a Director, who shall hold office until the next annual meeting. ing to elect Directors. Filling vacancies. Provisions in to elect Direc 8. In case at any time an election of Directors shall not be case of failure made on the day herein appointed, the said Association shall not on that account be deemed to be dissolved, but it shall and may 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, rules and regulations of the said Association. tors on day appointed. Powers of Boards of 9. The Board of Directors shall have full power in all things to administer the affairs of the Association, and to make all contracts which the Association may by law make, to adopt a common seal, to make from time to time any and all by-laws, (not contrary to law) regulating the calling in of all instalments of stock and payment thereof, the registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the declaration and payment of dividends, the appointments, functions, duties and removal of all agents, officers and servants of the Association, the security to be given by them, their remuneration, the time and place for holding meetings, the calling of meetings, the requirements as to proxies, the proceedings in all things at such meetings, the imposition and recovery of all penalties and forfeitures imposed upon the several members of the Association infringing such by-laws, and the conduct in Proviso, by all other particulars of the affairs of the Association; but every laws to be ap- such by-law and every repeal, amendment and re-enactment general meet thereof, shall have force only when sanctioned by a general ing. meeting of the Association; and every copy of any by-law under the seal of the Association, and purporting to be signed by any officer of the Association, shall be received in all Courts of law as prima facie evidence of such by-law: Provided that proved at a Evidence of by-laws. all |