all general or special meetings of the shareholders shall be published in the Ontario Gazette, at least for one month before the day appointed for such meetings. 10. The shareholders shall not, as such, be held responsible Liability of for any act, default or liability whatsoever of the Association, shareholders. or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever relating to, or connected with the Association, beyond the amount unpaid upon their shares in the stock thereof. chasers on 11. Upon an agreement being made by the said Association, Leases may be for the sale of any house or other real estate held thereby, it granted to purshall be lawful for the said Association to execute, in favour of credit. the intending purchaser thereof, a lease thereof for the time stipulated in such agreement of sale, at a rental corresponding in the amount, and in the terms of payment thereof, which said lease, Such lease or the possession of the property therein mentioned intended to not to convey ownership. be sold, shall not be held to convey to such intending purchaser any real right in or to the said property, until the sum of Promise of money in such lease stipulated for, and every part and portion sale not to be binding until thereof, shall have been fully paid with interest, if any, due conditions of thereon, nor until all charges, conditions and obligations lease are fulcreated by, or due under such lease, shall have been fully paid, performed and fulfilled. filled. equal to a 12. If the intending purchaser or lessee, having accepted a When the lease under this Act of the property intended to be acquired by lease shall be him from such Association, shall make all the payments, and promise of perform all the conditions stipulated for by such lease, and shall sale. fulfil all the obligations thereby imposed upon him, the said lease shall thereupon and thereafter be held to be, and shall be Right resultequivalent to a promise of sale of such property with possession, ing therefrom. and shall vest the same in such intending purchaser or his assigns in the same manner, and to the same extent, as if it were an ordinary promise of sale, and shall give the right to the holder thereof to demand and to have from the said Association a valid deed of sale of the property mentioned therein, free from all charges thereon. 13. Clauses eleven and twelve shall be endorsed on all leases Ss. 11 and 12 and contracts of sale granted or made by the Association. to be endorsed on leases. leases or 14. If at any time three months arrears of instalments Right on stipulated for in such agreement or lease shall become due and default under shall remain unpaid, the said Association shall have the right agreements. to enforce payment of the same, or to retake possession of the property intended to be sold, upon giving to the intending purchaser or lessee thirty days notice in writing to vacate and deliver back the same, and may sell the said property, and apply the proceeds of such sale to the payment of all sums of money, interest, and other charges due to the Association; and the When opera begun. the said Association may cause the same to be enforced either by foreclosure, or by an action or proceeding in either of the Superior Courts. 15. The Association shall not commence business operations tions shall be under this Act, until at least forty thousand dollars of their capital stock shall have been subscribed, and ten per centum paid in; Provided always, that unless operations be commenced under this Act within one year from the passing thereof, and continue bona fide, this Act of Incorporation shall be null and void. The Association may be dissolved by consent of shareholders, etc. Returns to the 16. If at any time the Directors consider it expedient to cease carrying on the business of the Association, and to wind up and close it, they shall have power to do so in such manner as they shall deem best for the interests of the stockholders; Provided that the consent of a majority of the stockholders present at any meeting thereof be obtained thereto, in the notices for the calling of which, the intention of considering the winding up thereof shall have been mentioned. 17. The said Association shall lay before the Legislative Assembly of Ontario, annual returns containing a general statement of the affairs of the said Association, which returns shall be presented within the first thirty days of each Session of the Legislature. Preamble. Incorporation. CAP. XLVIII. An Act to incorporate certain persons under the name of the Toronto Wharf and Warehousing Company. [Assented to 24th December, 1869.] WHEREAS it is desirable that additional facilities be afford ed at Toronto for the warehousing of produce and other effects and merchandise; and whereas the persons hereinafter mentioned have, by petition, prayed to be incorporated for the purpose of creating such additional accommodation, and for other purposes hereinafter mentioned: Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. Henry S. Howland, William Gooderham, John Shedden, Noah Barnhart and George Laidlaw, and every such person or persons, body and bodies politic and corporate as shall under the authority of this Act, be associated with them, and their several and respective successors, executors, administrators and assigns, as stock-holders in the corporation hereby created, shall be a body politic and corporate, by the name of the "To ronto ronto Wharf and Warehousing Company," and by that name shall and may have perpetual succession and a common seal, with power to break and alter the same, and by that name shall and may sue and be sued, implead and be impleaded in all courts of law or equity in this Province; and the said corporation shall have their principal place of business at Toronto aforesaid, but may open such office or offices at such places either in this Province or elsewhere, as may be found necessary or convenient for the purpose of their business. ings, etc., 2. The said company is hereby authorized and empowered, Power to at its own cost and charges, to erect and build sheds, stores and erect buildwarehouses for the reception and storage of goods, wares and merchandize, free of duty or in bond, or otherwise, together with such tramways, elevators and other constructions and erections whatsoever as may be requisite or useful for the reception, safe keeping and shipment of merchandize, produce and other effects. 3. The said corporation may purchase or lease lands, wharves, to purchase or lease lands, sheds, stores, elevators or other erections now, or which may hereafter be erected, and such lease or purchase may be made from any of the directors or shareholders of the company; but such purchase or leasing must be approved of by the shareholders of the company, at a meeting to be convened for that pur pose. 4. The said corporation may from time to time purchase and to purchase hold such immovable property as may be necessary for carrying realty. on the business of the said corporation, not exceeding twentyfive thousand dollars in annual value, and may sell, lease or otherwise dispose of such property from time to time, as they may see fit. transferable 5. The corporation may issue certificates of goods received, Power to issue or warehouse receipts therefor, on the production of which by warehouse rethe holder thereof, and on compliance by him with the terms ceipts. thereof, the said corporation shall be compellable to deliver such goods; and such warehouse receipts shall be transferable by endorsement, either special or in blank; and such endorsement shall transfer all right of property and possession of such goods to the endorsee or holder of such warehouse receipts as fully and completely as if a sale and delivery of the goods mentioned therein had been made in the ordinary way; and on de- Liability. livery of such goods by the said corporation in good faith to a person in possession of such warehouse receipts, the said corporation shall be free from all further liability in respect thereof; Provided always that the said corporation shall be subject, in respect of such warehouse receipts, to all the obligations and duties imposed upon warehousemen either by the statute law or by the common law of that part of Canada constituting the Province of Ontario. Power to ad stored and mission and have a lien. it 6. The Corporation may from time to time make advances vance on goods on goods stored in the stores or warehouses of the said corporacharge a com- tion, and may charge a commission on such advances not exceeding two and a half per centum on the amount thereof; for which advances and commission the said corporation shall have a lien upon such goods; but no lien shall attach in favour of the corporation on any goods, wares and merchandise for which may issue a receipt, the extent and nature of which lien shall not be clearly expressed on the face of, and be evidenced by such receipt itself; Provided that in the event of non-payment of such advances when due, the corporation may sell the goods whereon such advances have been made, and retain the proceeds, or so much thereof as shall be equal to the amount due to the corporation upon such advances, with any interest and costs, returning the surplus, if any, to the owner thereof; but no sale of any goods shall take place under this Act until or unless ten days' notice of the time and place of such sale has been given by registered letter, transmitted through the Post Office, to the owner of such goods, prior to the sale thereof. May sell such goods on default, on 10 days notice. Capital stock. Transfer. 7. The capital stock of the Company shall be seventy thousand dollars, current money of this Province, in shares of one hundred dollars each; and such shares shall be transferable upon the books of the said company in such manner and subject to such restrictions as shall be fixed by the by-laws of the said company; Provided always that no person to whom shall be allotted any stock in the said corporation, shall be exempted from liability to the creditors thereof, or from payment of any calls thereon by reason of any transfer which he may make of such stock until the whole amount of the stock so allotted to him be paid in full by the holder thereof, or unless the transfer thereof be consented to by the said corporation; and such stock shall be called in and paid in such instalments and upon such notice as shall be fixed by the by-laws; Provided always that ment of oper- the said company shall not commence operations until one-half of the said capital shall be subscribed in good faith, and ten per centum thereon paid in. Commence ations. Power to issue 8. The President, Vice-President and Directors shall have paid up stock payment for power to issue paid up stock in the said company in payment wharves, etc. of the price of any wharves, sheds, stores, elevators, or other erections, or of real estate purchased, required for the purposes of this Act; and such paid up stock shall be free from all calls whatsoever, and from all claims and demands on the part of the said company, or of the creditors thereof, to the same extent as if the amount of the same had been regularly called in by the said company, and paid by the holder thereof in full. Forfeiture of shares. 9. If any stockholder neglect or refuse to pay any such call or calls as shall be lawfully made as aforesaid upon any shares, such stockholder so refusing or neglecting shall forfeit such shares, with any amount which shall have previously been paid thereon, thereon, and the said shares may be sold by the said directors; and the sum arising therefrom, together with the amount previously paid in, shall be accounted for and applied in like manner as other moneys of the said company; Provided always that the purchaser shall pay the said company the amount of the calls due thereon, in addition to the price of the shares so purchased by him immediately after the sale, and before he shall be entitled to the certificate of the transfer of such shares. so purchased as aforesaid, and shall hold the shares so purchased, subject to all future calls thereon; Provided also that Notice before notice of the sale of such forfeited shares shall be given in the forfeiture. same manner as shall be provided for notice of calls, and that the instalments due and the costs incurred in advertising the sale may be received in redemption of any such forfeited shares at any time before the day appointed for the sale thereof; and provided also, that nothing herein contained shall prevent the said company from proceeding against any defaulter before any Court of Justice having cognizance thereof to compel the payment of any call or calls in arrear, if they should see fit so to do. stockholders. 10. At all meetings of the stockholders held in pursuance of Meeting of this Act, whether the same be annual or special, every stockholder shall be entitled to as many votes as he shall have Votes. shares in the said stock, and such vote or votes may be given in person or by proxy; and all questions proposed or submitted for the consideration of the said meetings shall be finally determined by the majority of the votes of the stockholders present in person or by proxy, except in any case or cases otherwise provided for by this Act; and provided also that no person shall be entitled to vote as proxy at any meeting unless he shall be a stockholder in the said corporation, and produce written authority as such proxy. stock. 11. If at any future period the said sum of seventy thou- Power to insand dollars shall be found insufficient for the purposes of this crease capital Act, it shall be lawful for the said company to increase their capital stock by a further sum, not exceeding three hundred thousand dollars currency, subscribed either among themselves or by new stockholders, such new stock being divided into shares of one hundred dollars each; provided always that such increase be decided upon and ordered by a majority of the stockholders in value of the said company present in person or by proxy at a meeting held for the purpose. 12. Until the election of the President, Vice-President and Provisional Directors, as hereinafter mentioned, the said Henry S. How- directors appointed. land, William Gooderham, John Shedden, Noah Barnhart and George Laidlaw, shall be the Provisional Directors of the said company, with power to open books for the subscription of stock therein, and generally to exercise the usual functions of Provisional Directors until such first elections; and such first election |