31 Victoria, c. 21 (Canada)
An Act to amend and consolidate the several Acts incorporating and ralating to the Canadian Island Steam Navigation Company, and to change its corporate name to that of the Canadian Navigation Company, and for other purposes
[Assented to 21st December, 1867.]
Whereas the Canadian Inland Steam Navigation Com pany have prayed that the Act by which the are incor- prated and the several Acts amending the same may be amended and consolidated, and that the capital Stock of the Company may be increased, and that authority may be granted to the said Company to extend their business throughout the Dominion of Canada and to other British American Atlantic and West Indian Ports, and that the Company may be henceforth designated as the Canadian Navigation Company, and it is expedient to grant their prayer : Therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows :
Incorporation of the Company to continue
The shareholders of the Canadian Inland Steam Navigation Company, incorporated by the Act of the Provincial Parliament of the late Province of Canada, passed in the Session thereof held in the twentieth year of Her Majesty's reign, and intituled : An Act to incorporate the Canadian Inland Steam Navigation Company
, and the acts amending the same, together with such person or persons as shall be and become stockholders in the said Company, and their and each of their respective heirs, executors, administrators, curators and assigns, shall be and continue to be a body politic and corporate,
by the name of the "Canadian Navigation Company," with all and every the incidents and privileges to such corporation belonging, and shall by that name have perpetual succession and a. common seal, and by the same name be capable of suing and being sued in all Courts of Justice in this Dominion ;
Proviso : not to be deemed a new corporation
Provided always, that nothing herein contained shall be construed to make the said Company a new corporation or in any way whatever to affect any right or liability of the said Company or any action, suit or proceeding pending at the time of the passing of this Act.
Business of the Company and powers for carrying it on
2. It shall be lawful for the Company to construct, acquire, charter, navigate and maintain steam-vessels for the carrying and conveyance of goods and passengers, or other traffic, between the ports of the Dominion of Canada, and the ports on the Lakes connected with and on the rivers falling into the River St. Lawrence, and between ports in the Dominion of Canada and ports in the Islands of Newfoundland and Prince Edward Island and in the West Indies, and any or all of them, and vice versa, and also steam or other vessels for all business and other purposes connected therewith, and the profitable prosecution thereof, with power to sell, charter or dispose of the said vessels, or any of them, or grant or consent to bottomry or other bonds on the same or any part thereof, when and as they may deem expedient ; and to make contracts, and agreements with any person or Corporation whatsoever, for the purposes aforesaid, or otherwise, for the benefit of the Company.
Power to hold real property
It shall he lawful for the said Company to purchase, rent, take, hold and enjoy, to them and their successors, as well in this Dominion as in such other places where it shall be deemed expedient for the purposes of the said Company, either in the name of the said Company, or in the name of Trustees for the said Company, such lands, docks, wharves, warehouses, offices and other buildings as they may find necessary or convenient for the purposes of the said Company, but not for any other purpose ; and to sell, mortgage, lease or dispose of the same when not wanted for the purpose of the said Company, and others to purchase or acquire in their stead ;
Proviso : value limited in Canada
Provided always, that the yearly value of such lands, wharves, docks, warehouses, offices and other buildings, within the Dominion of Canada, at the time when the said Company shall enter into possession thereof, shall not exceed in the whole the sum of forty thousand dollars.
Capital, and how it may be increased
The capital of the said Company, raised and to be raised amongst the shareholders, shall be five hundred thousand dollars, in five thousand shares of one hundred dollars each, with power to a majority of such of the shareholders as shall be present either in person or by proxy at any general or special meeting of the Company, to increase the same at once or from time to time, as may be expedient, to twenty thousand shares, or two millions of dollars ;
and stock books for the same may be opened, as shall be ordered by the directors ;
Rights of present shareholders
and the present shareholders in the said Canadian Inland Steam Navigation Company shall have the same number of shares of stock in the Corporation hereby created, and shall, in all, respects, be in the same position towards the said Corporation, in respect of such shares, as they had, or were entitled to have, and as they held or were entitled to hold in the said Company.
5. The directors of the said Company may call in such increase of the capital stock, in such sums as they may see fit, provided no larger sum than twenty per cent. of the amount subscribed shall be payable at one time, and that at least one month shall elapse between each payment.
Board of directors constituted
6. The business and affairs of the said Company shall be conducted and managed, and its powers exercised by a board of seven directors to be annually elected by the shareholders and who shall severally be shareholders to an amount of four thousand dollars of the said stock, and who shall be elected a the annual general meetings of the said Company by, the shareholders then present, in person or by proxy.
By-laws, how to be made, and for what purposes
7. It shall be lawful for the Company at an annual meeting or special general meeting, convened for the purpose, to make by-laws, rules and regulations for the conduct and management of the business, affairs, real estate, vessels, stock, property and effects os 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 :—
The opening of stock books for the subscription to the capital stock of the said Company in Montreal or elsewhere, whether in Canada or any other country ;
the calling up and payment from time to time of the capital stock of the said Corn- pany, and of the increase thereof, and of the calls thereon as hereinbefore provided,
Conversion of shares into stock
and the conversion of the shares thereof into stock ;
(2) The issue of certificates to the respective shareholders of the said Company of their shares or stock therein and the regis- tration thereof, and of the addresses of the shareholders for the purposes of the Company ;
Forfeiture, &c. for non-pay ment of calls
(3) The forfeiture or sale of shares or stock for non-payment of calls or other liabilities of the shareholders ;
Setting off debts to Company from stockholders
(4) The sett-off of all the debts due to the said Company from the shareholders against such shares or stock and dividends or payment to which they may be entitled ;
(5) The transfer of shares or stock, and the approval and con- trol by the directors of such transfer and of the proposed transferees, and as to the remedy against transferees ;
(6) The declaration and payment of profits of the said Company, and dividends in respect thereof ;
(7) The formation and maintenance of a sinking or reserve fund ;
Removal and renuneration of officers
(8) The appointment, removal and remuneration by the directors of all such managers, agents, officers, clerks or servants of 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 ;
The calling of general, special or other meetings of the Company and directors, in this Dominion,
and the quorum and the business to be transacted thereat respectively ;
Proviso : one vote for each share
provided always, that at any such meetings all questions may be decided by the vote of such of the shareholders as shall then he 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 ;
Executing deeds, bills, &c
(10) The making and entering into deeds, bills, notes, agreements, contracts, charter-parties and other documents and engagements to bind tile Company, whether by the directors or their agents as may be deemed expedient ;
Borrowing or lending money
(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 auditors ;
Proviso: as to prevent by-laws
(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.
Certificates of shares and acceptance by stockholders
8. The directors of the said Company shall, from time to 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 directors, 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
In case the said directors shall deem it more expedient in any ease 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 ;
What only need be alleged and proved
and to maintain such action, it shall be sufficient that the signature of the defendant to such acknowledgment as hereinbefore mentioned, shall be proved, and that the calls in arrear have been made, and a cer tificate 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 shall in any way affect the right of the said Company to forfei the shares of any shareholder for non-payment of calls or sub- scriptions, whether after or before such judgment for recovery thereof.
To what purposes the capital shall be applied
10. The capital stock, and increase thereof, of the said Company, is hereby directed and appointed to be laid out and applied for and towards carrying out the purposes of the Company, and to no other use, intent or purpose whatsoever.
Company not bound to see to trusts, to which shares may be subject
11. The Company shall not be bound to see to the execution of any trust, whether express, implied or constructive, to which any of the said shares may be subject, and the receipt of the party, in whose name any such share shall stand in the books 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 ofsuch 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 otherwise than by regular transfer, provided for
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 books of the Company, the assignee, executors or administrators, tutors, curators or husband, or other legal representative of 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.
The annual general meeting of the said Company, shall be held in the office of the Company, in the city of Montreal, on the first Wednesday in February in each year ;
for the purpose of electing directors, and for transacting the general business of the Company ;
at this meeting the President of the Company, or, in his absence, the Vice-President, and in the absence of both, then one of the directors, shall take the chair.
Shareholders in arrear not to vote
14. No shareholder shall be entitled to vote at any meeting of the Company, or be capable of election as a director, who shall then be in arrear for the payment of any calls then actually due on his shares.
Election of President, &c
The directors elected at the annual meeting aforesaid, 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 ;
He may call meetings of directors
the President, or in his absence, the Vice-President may call meetings of the directors as often as the occasion may require.
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.
Failure of election not to dissolve the corporation, &c
17. If at any time it shall happen that an election of directors shall not he 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
Things done by acting directors confirmed
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.
Directors may exercise their powers out of Canada, or by agents
The directors of the said Company may act as directors in this Dominion, or elsewhere, and shall and may appoint one 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;
Acts of agents to be valid
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.
Acquiring vessels or shares in them
The directors shall have power, if they think fit, to receive and take into the stock of the Company, any steam or 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 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.
Contracts, &c., may be validly executed without the corporate seal of the Company
Every contract, engagement, or bargain by the Company, or by any one or more of the directors on behalf of the Com- parry, or by any agent or agents of the Company, and every promissory note made or endorsed, and every bill of exchange drawn, accepted or endorsed by such director or directors on 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 ;
Proviso : Company not to issue bank notes
Provided always, that nothing in this section shall be construed to authorize the said Company to issue any note payable to the bearer thereof, or any promissory note intended to he circulated as money or as notes of a bank.
Liability of Shareholders limited
22. The shareholders shall not as such be held liable for any claim, engagement, loss or payment, or for any injury, transaction, matter or thing relating to or in connection with 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 shall be deemed personal estate, and shall be transferable as such.
24. All notices of the annual or other general meetings or of calls upon the shareholders of the Company, shall be published in the Official Gazette, and by circulars transmitted through the Post Office, addressed to each of such shareholders.
Stock and liabilities of Company to remain as before
25. All the stock and assets of the Canadian Inland Steam Navigation Company, shall remain vested in the corporation hereby created ; which shall also remain responsible for all the liabilities of the said Company ; the whole to the same extent 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.
The Act of Incorporation mentioned in the first Section of this Act, and the several Acts subsequently passed in amendment of the same, are hereby repealed,
except in so far as the provisions thereof may require to be kept in force, to carry out the full extent and meaning of this Act.
27. This Act shall be deemed a Public Act