Election of Directors. election of the President, Vice-President and Directors shall be President and made at a general meeting of the stockholders of the said company to be held for that purpose at the city of Toronto, so soon as one-half the capital stock of the said company shall have been subscribed for, and after such notice thereof shall have been given as is hereinafter required for special general meetings of stockholders in the said company; and at such meeting, five directors, two of whom shall be the President and VicePresident, shall be elected to hold office until the first Wednesday in the month of March then next following; and after such first election the stock, real estate, property, affairs and concerns of the said company, shall be managed and conducted by five directors to be annually elected by the stockholders, at a meeting of stockholders to be held for that purpose on the first Wednesday of the said month of March in each year, notice of which annual meeting shall be given in the manner hereinafter mentioned; and no person shall be President, Vice-President, or a Director of the said company unless he be the proprietor of at least five shares of stock therein. Mode of election of Presi rectors. 13. Such meeting shall be held and such election made by dent and Di- such of the stockholders of the said company as shall attend for that purpose in their own proper persons or by proxy; and all elections for such President, Vice-President and Directors shall be by ballot, and the person who shall have the greatest number of votes at any such election shall be President, and the person who shall have the next greatest number of votes shall be Vice-President, and the three persons who shall have the next greatest number of votes shall be Directors; and if it shall happen at any such election that two or more persons shall have an equal number of votes in such manner that a greater number of persons than five, including the President and Vice-President, shall by a majority of votes appear to be chosen Directors, then the said stockholders hereinbefore authorized to hold such election, shall proceed to ascertain by ballot which of the said persons so having an equal number of votes shall be a director or directors as aforesaid, to complete the whole number of five as aforesaid; and if any vacancy shall at any time happeń among the directors by death, resignation, or otherwise, such vacancy shall be filled for the remainder of the year in which it may happen, and until the then next annual meeting for the election of directors, by a person to be elected by the stockholders in manner aforesaid at a special general meeting thereof duly called for that purpose. Election on tion as ap pointed. 14. In case it shall at any time happen that an election of default of elec- President, Vice-President and Directors shall not be made on any day when pursuant to this Act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but it shall and may be lawful on any subsequent day to make and hold an election of President, Vice-President and Directors, in such manner as shall have been been regulated by the By-laws of the said corporation, and the previous Directors shall in every case hold office until the election of their successors. and notice 15, Special general meetings of the Stockholders may be Special generconvened on the requisition of any two Directors, or of a Stock- al meeting holder or Stockholders possessing fifty shares of the stock of thereof. the said corporation; and notice of such meetings and of the annual meetings of the said corporation shall be held to be validly given if inserted three times as an advertisement in any two newspapers published in the city of Toronto, and in the Ontario Gazette, the first of which insertions shall be at least ten days previous to the day fixed for such meeting. by-laws. 16. The President, Vice-President and Directors for the time Power to make being, or the major part of them, shall from time to time have power to make such by-laws, rules and regulations as to them shall appear needful and proper for the purposes of this Act, to wit : For the direction, conduct and government of the said corporation, and of its property, real and personal, and its improvement and regulation throughout the year; For the appointment, regulation and removal of the officers, clerks and servants of the said corporation; For regulating the mode in which all contracts are to be entered into and executed on behalf of the said corporation; And finally, for the doing of everything necessary to carry out the provisions of this Act according to their intent and spirit; Provided always, that such by-laws shall have no force or effect until sanctioned by a majority of Stockholders present, in person or by proxy, at any annual or other general meeting. charges on 17. The said corporation shall have power to collect and Power as to receive all charges subject to which goods or commodities may goods coming come into their possession, and on payment of such back charges, into their and without any formal transfer, shall have the same lien for possession. the amount thereof upon such goods or commodities as the persons to whom such charges were originally due had upon such goods or commodities while in their possession, and shall be subrogated by such payment in all the rights and remedies of such persons for such charges. Annual dividends and annual state 18. It shall be the duty of the President, Vice-President and Directors to make annual dividends of so much of the profits of the said company as to them, or a majority of them, shall seem ment. advisable; and once in each year an exact and particular statement shall be rendered by them of the state of the affairs, debts, credits, profits and losses of the said corporation; and such statements shall appear on the books, and be open for the perusal of any Stockholder, upon request, at least one month before the annual meeting of the said company. Liability of stockholders. Returns to be made to the Legislature. 19. No Stockholder in the said corporation shall be in any manner whatsoever liable for or charged with the payment of any debt or demand due by the said corporation beyond the amount remaining unpaid of his, her or their subscribed share or shares in the capital stock of the said corporation. 20. The said company shall be liable to render a statement of their affairs, if required, from time to time by the Legislature of Ontario. Preamble. CAP. XLIX. An Act to Incorporate "The Ontario Peat Company." [Assented to 24th December, 1869.] W HEREAS certain persons have, by their petition, prayed that they may be incorporated under the title of "The Ontario Peat Company," for the purpose of manufacturing peat fuel in the Townships of Humberstone and Wainfleet, in the County of Welland, and of transporting the same to a market, by means of a canal or rail or tramways, or both, connecting the peat beds with the navigable waters of the Welland Canal, or with any Railway in the vicinity thereof; and whereas it is expedient to grant the prayer of the petitioners; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: Incorporation. 1. John C. T. Cochrane, E. A. C. Pew, George E. Desbarats Alfred Todd, W. C. Smillie, Gustavus W. Wicksteed, John F. Taylor, Sen., Charles T. Bate, Edmund A. Meredith, Larratt W. Smith, John Fisken, H. S. Howland, the Honourable George Brown, and such other persons as now are or hereafter shall become shareholders of the said Company, shall be, and they are hereby made and constituted a body corporate and politic, by and under the name of "The Ontario Peat Company.' Corporate name. Capital and shares. Commence ment of operations. 2. The capital stock of the Company shall be one hundred and twenty thousand dollars, in shares of fifty dollars each. 3. The Company may commence operations, and exercise the powers hereby granted, so soon as thirty thousand dollars of the capital stock shall be subscribed, and ten per cent thereon paid up. Power to con- 4. The Company is hereby authorized and empowered to struct railway or tramway, construct, maintain and use a double or single railway or tramand take land way of wood or iron, or both, and a canal with all necessary locks, therefor. locks, dams, wharves, piers and booms, from any point in the Townships of Humberstone or Wainfleet to the navigable waters of the Welland Canal, or to connect with any railway in the County of Welland, and may take any land required for the right of way of said railway or tramway, and for the construction of the said canal, at a fair valuation, under the provisions of the eleventh section of the Railway Act, in that behalf, headed "Lands and their valuation," which shall apply to this Company; and the said Company shall likewise possess all the powers with respect to wharves and piers, in connection with their works, and with respect to water courses, and public or private lands, which are granted to Mining Companies by the Act Provisions of respecting Mining Companies, chapter sixty-four of the Con- Can., ch. 64, solidated Statutes of Canada, the provisions of which last recited incorporated Act are hereby incorporated with this Act, in so far as they are not inconsistent with the same. Con. Stat. with this Act. elected. 5. The affairs of the Company shall be under the control of, Directors, and and shall be managed and conducted by a board, to consist of when and how not less than three nor more than nine Directors, three of whom shall form a quorum. The Directors to be elected under the provisions of this Act, shall each be a stockholder of the Company to an amount of not less than one thousand dollars, or such other sum as may be established by any by-law of the Company, and shall be elected on the first Tuesday in February of every year, after that in which the Company first goes into operation, at the office of the Company, and all such elections shall be by ballot, by plurality of the votes of the stockholders present or by proxy, such proxies being shareholders. 6. At all general meetings of the Company, each shareholder Scale of votem, present in person or by proxy shall be entitled to a number of votes proportioned to the number of shares which shall have been held in his name at least one month prior to the time of voting, according to the following rates, that is to say: 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; but no shareholder shall be entitled to more than forty votes; nor shall any share entitle the holder to a vote, unless all calls then made thereon have been fully paid. 7. Henry S. Howland, John Fisken, Larratt W. Smith, Alfred Provisional Todd and Edward A. C. Pew shall be the first Directors of the Directors. said Company, and shall severally hold their offices until the first election of Directors; which first election may take place so soon as the amount of stock is subscribed, and the per centage thereon paid up, which is prescribed in the third section of this Act; and for the purposes of this election, the Directors herein named, may appoint any time and place in the City of Toronto or in the City of Ottawa, where such election may be held, by ballot as aforesaid, by giving ten days previous notice, to be published President. Vacancies. Failure of Sale of peat, &c. notes. published in one or more of the daily papers in either of said cities, and in the Ontario Gazette, at least three several times, as also by notice mailed to the address of each shareholder. 8. The Directors, herein named, as well as those hereafter to be elected, shall, as soon as may be, elect one of their number to be President; the elected Directors shall continue in office one year, or until others shall be chosen to fill their places; and if any vacancy shall at any time occur in the office of President or Director, the remaining Directors shall fill up such vacancy for the remainder of the year; the President shall have a vote as Director at all meetings of the board, and, in case of a tie, shall have the casting vote likewise, but no Director shall vote by proxy. 9. If the election of Directors be not made on the day appointed by this Act, the Company shall not, for that reason, be dissolved, but the stockholders may hold the election on any other day in the manner provided for by any by-law previously passed, either by the Directors or stockholders for that purpose; and the Directors then in office shall continue in office and exercise all the powers of Directors until their successors shall be elected. 10. The Company may sell and dispose of peat and other articles produced in carrying out the purposes mentioned in the preamble, and any other article acquired in exchange therefor, or used or acquired for carrying on the business, and no longer Promissory required by them; and they may become parties to promissory notes and bills of exchange, of not less than one hundred dollars each, in such manner as may be provided by their by-laws, without its being necessary that their corporate seal should be thereunto affixed; and no officer of the Company signing the same or affixing the corporate seal in accordance with the by-laws of the Company, shall thereby incur any personal liability; and the Company shall have power to do all things requisite to the lawful carrying on of the business thereof; Provided always that nothing in this section shall be construed to authorize the Company to issue notes or bills of exchange payable to bearer, intended to be circulated as money, or as the notes or bills of a bank. Powers of 11. The Directors of the Company shall have power and authority to make, amend, repeal and re-enact all such bylaws, rules, resolutions and regulations as shall appear to them proper and necessary, touching the well ordering of the Company; the number of its directors, their qualification and a quorum thereof; the making of calls, and the recovery of money due for the same; the acquisition, arrangement and disposition of its stock, property and effects, and of its affairs and business; the entering into arrangements and contracts with Municipalities or other Corporations or individuals, and the signing and |