thousand dollars of the said stock, and who shall be elected at the annual general meetings of the said Company by the shareholders then present, in person or by proxy.

purposes.

7. It shall be lawful for the Company at an annual meeting By-laws, how or special general meeting, convened for the purpose, to make to be made, by-laws, rules and regulations for the conduct and management and for what of the business, affairs, real estate, vessels, stock, property and effects of the Company, and the same to amend, alter, repeal and re-enact, as shall be deemed needful and proper; and the said by-laws, rules and regulations shall, among other things particularly apply to and affect the following matters :

1. The opening of stock books for the subscription to the Stock books. capital stock of the said Company in Montreal or elsewhere, whether in Canada or any other country; the calling up and Calls. payment from time to time of the capital stock of the said Company, and of the increase thereof, and of the calls thereon as Conversion of herein before provided, and the conversion of the shares thereof shares into into stock;

stock.

2. The issue of certificates to the respective shareholders of Stock certifithe said Company of their shares or stock therein and the regis- cates. tration thereof, and of the addresses of the shareholders for the purposes of the Company;

3. The forfeiture or sale of shares or stock for non-payment Forfeiture &c. of calls or other liabilities of the shareholders;

for non-pay ment of calls.

4. The sett-off of all the debts due to the said Company from Setting off the shareholders against such shares or stock and dividends or debts to Compayment to which they may be entitled;

pany from

stockholders.

5. The transfer of shares or stock, and the approval and con- Transfer of trol by the directors of such transfer and of the proposed trans- Stock. ferees, and as to the remedy against transferees;

6. The declaration and payment of profits of the said Com- Dividends. pany, and dividends in respect thereof;

7. The formation and maintenance of a sinking or reserve Reserve fund. fund;

of officers.

8. The appointment, removal and remuneration by the direc- Removal and tors of all such managers, agents, officers, clerks or servants of remuneration the Company as they shall deem necessary for carrying on the business of the said Company, and the security if any, to be taken from such parties respectively for the due performance of their respective duties;

9. The calling of general, special or other meetings of the Meetings. Company and directors, in this Dominion, and the quorum and Quorum.

the

Proviso: one vote for each

share.

Casting vote.

Executing deeds, bills,

&c.

Borrowing or lending money.

Minutes and accounts.

Audit.

Proviso: as to prevent by-laws.

Certificates of shares and

stockholders.

the business to be transacted thereat respectively; provided always, that at any such meetings all questions may be decided by the vote of such of the shareholders as shall then be present either in person or by proxy, each shareholder being entitled to one vote for every share of stock held by him, the chairman having, however, in case of an equality of votes, a casting vote in addition to such vote as he may be otherwise entitled to as a shareholder of the Company;

10. The making and entering into deeds, bills, notes, agreements, contracts, charter-parties and other documents and engagements to bind the Company, whether by the directors or their agents as may be deemed expedient;

11. The borrowing or advancing money for promoting the purposes and interests of the Company, and the securities to be given by or to the said Company for the same;

12. The keeping of minutes of the proceedings and the accounts of the said Company, and making the same conclusive and binding on the shareholders, and rectifying any errors which may be therein;

13. The auditing of the accounts and appointment of audi

tors;

14. Provided that the said by-laws, rules and regulations are not contrary to the present Act nor the laws of this Dominion, and that the existing by-laws of the Company shall continue in force and effect until altered or repealed by the shareholders.

8. The directors of the said Company, shall from time to acceptance by time, issue to each of the shareholders respectively, certificates under the seal of the Company, of the number of shares to which he is entitled, and he shall then be the legal owner of such shares, and invested with all the rights, and subject to all the liabilities of a shareholder in respect of such shares, and each person to whom any share or shares shall be assigned, shall sign an acknowledgment of his having taken such share or shares, which acknowledgment shall be kept by the direc tors, and shall be conclusive evidence of such acceptance, and that the person signing it has taken upon himself the liability aforesaid.

Calls may be

recovered by action, and how.

9. In case the said directors shall deem it more expedient in any case to enforce the payment of any unpaid instalment than to forfeit or sell the said shares 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 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 What only action, it shall be sufficient that the signature of the defendant need be alleg ed aud proved. to such acknowledgment as hereinbefore mentioned, shall be proved, and that the calls in arrear have been made, and a certificate under the seal of the Company, or sealed by any one or more of the directors, shall be sufficient evidence of the calls having been duly made and being in arrear, and the amount due in respect thereof; provided that nothing herein contained Proviso. shall in any way affect the right of the said Company to forfeit the shares of any shareholder for non-payment of calls or subscriptions, whether after or before such judgment for recovery

thereof.

ital shall be

10. The capital stock, and increase thereof, of the said To what purCompany, is hereby directed and appointed to be laid out and poses the capapplied for and towards carrying out the purposes of the Com- applied. pany, and to no other use, intent or purpose whatsoever.

to trusts, to

ject.

11. The Company shall not be bound to see to the execu- Company not tion of any trust, whether express, implied or constructive, to bound to see which any of the said shares may be subject, and the receipt which shares of the party, in whose name any such share shall stand in the may be subbooks of the Company, shall, from time to time, be a discharge to the Company for any dividend or other sum of money payable in respect of such share, notwithstanding any trust to which such share may then be subject, and whether or not the Company have had notice of such trust; and the Company shall not be bound to see to the application of the money paid upon such receipt.

Case of transmission of

stock other

12. When any share shall have become transmitted in consequence of the bankruptcy, insolvency, death or marriage of a shareholder, or otherwise than by the ordinary transfer upon the wise than by books of the Company, the assignee, executors or administra- regular transfer, provided tors, tutors, curators or husband, or other legal representative of for. such shareholder, shall not be entitled to receive any profits of the Company, or to vote in respect of such share, until such share shall have been transmitted in the books of the Company to the name of such assignee, executor or administrator, tutor, curator, husband or representative, as the case may be, in the manner provided by the by-laws of the Company.

13. The annual general meeting of the said Company, shall Annual genebe held in the office of the Company, in the city of Montreal, ral meetings. on the first Wednesday in February in each year; for the pur- Chairman. pose of electing directors, and for transacting the general busi- Votes and ness of the Company; at this meeting the President of the proxies. Company, or, in his absence, the Vice-President, and in the absence of both, then one of the directors, shall take the chair.

14. No shareholder shall be entitled to vote at any meeting Shareholders of the Company, or be capable of election as a director, who in arrear not shall

to vote.

Election of

shall then be in arrear for the payment of any calls then actually due on his shares.

15. The directors elected at the annual meeting aforesaid, President, &c. shall assemble within one month of their election, and shall then elect from amongst themselves, by a majority of votes of those present, a President and a Vice-President; the President, or in his absence, the Vice-President may call meetings of the directors as often as the occasion may require.

He may call meetings of directors.

Quorum of directors. Vacancies, how filled.

Failure of

election not to dissolve the corporation, &c.

Things done by acting di

rectors confirmed.

Directors may exercise their powers out of

agents.

16. The quorum of the directors for the transaction of business shall be three; and in the event of the office of a director becoming vacant from death, resignation, or disqualification, such vacancy shall be filled up for the remainder of the term of office of such director, by the remaining directors, from among the duly qualified shareholders, and in the event of any disagreement between the Directors as to the election to such vacancy and an equal division of votes, the chairman shall have a second or casting vote.

17. If at any time it shall happen that an election of 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 other day, to hold and make an election in the same manner as the annual election of directors is in this Act provided for; and until such election is held the previous directors shall remain in office.

18. All acts participated in by any person acting as director shall, notwithstanding there may have been some defect in the appointment or qualification of such person, be as valid as if such person had been duly appointed and was qualified to be a Director; provided such defect or disqualification has not previously been brought before the directors at a meeting thereof.

19. The directors of the said Company may act as directors in this Dominion, or elsewhere, and shall and may appoint one Canada, or by or more agents in this Dominion or elsewhere, and for such time, and on such terms as to them shall seem expedient, and the directors may, by any by-law to be made for such purpose, empower and authorize any such agent or agents to do and perform any act or thing, or to exercise any powers which the directors themselves, or any of them, may lawfully do, perform and exercise, except the power of making by-laws; and all things done by any such agent by virtue of the powers in him vested by such by-law, shall be valid and effectual to all intents and purposes as if done by such directors themselves; any thing in this Act to the contrary notwithstanding.

Exception.
Acts of agents

to be valed.

vessels or

20. The directors shall have power, if they think, fit to Acquiring receive and take into the stock of the Company, any steam or shares in them. other vessels owned or built by any other party or parties, assigning shares of the said Company in payment or part payment thereof; Provided that the assent of a majority of the Proviso. stockholders of the Company, at a general meeting to be called for that purpose, shall be procured before any proceedings under this clause shall be valid.

seal of the

21. Every contract, engagement, or bargain by the Company, Contracts, or by any one or more of the directors on behalf of the Com- &c., may be validly exepany, or by any agent or agents of the Company, and every cuted without promissory note made or endorsed, and every bill of exchange the corporate drawn, accepted or endorsed by such director or directors on Company. behalf of the Company, or by any such agent or agents, under the powers to be delegated to and conferred on them respectively in accordance with the said by-laws, shall be binding upon the said Company; and in no case shall it be necessary to have the seal of the said Company affixed to any such contract, agreement, engagement, bargain, promissory note, or bill of exchange; Provided always, that nothing in this section Proviso: shall be construed to authorize the said Company to issue any Company not note payable to the bearer thereof, or any promissory note notes. intended to be circulated as money or as notes of a bank.

to issue bank

Liability of

22. The shareholders shall not as such be held liable for any claim, engagement, loss or payment, or for any injury, shareholders transaction, matter or thing relating to or in connection with limited. the said Company, or the liabilities, acts or defaults of the said Company, beyond the amount of their respective shares remaining unpaid.

23. The shares and the capital stock of the said Company Stock to be shall be deemed personal estate, and shall be transferable as personalty. such.

24. All notices of the annual or other general meetings or of Notices of calls upon the shareholders of the Company, shall be published meetings. in the Official Gazette, and by circulars transmitted through the Post Office, addressed to each of such shareholders.

Company

25. All the stock and assets of the Canadian Inland Steam Stock and Navigation Company, shall remain vested in the corporation liabilities of hereby created; which shall also remain responsible for all the to remain liabilities of the said Company; the whole to the same extent as before. and in the same manner, and with the same rights and remedies, as if such stock and assets had been originally vested therein and such liabilities had originally been incurred thereby.