CHAP. 93. An Act to incorporate the Dominion Portland Cement Company. [Assented to 29th June, 1897.] HEREAS a petition has been presented praying for the Preamble. incorporation of a company. for the purposes and with the powers hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. J. C. Browne, Roderick C. Carter, C. A. Lingham, and IncorporaGeorge W. Wright, together with such persons as become tion. shareholders in the company hereby incorporated, are hereby constituted a body corporate under the name of "The Domin- Corporate ion Portland Cement Company," hereinafter called "the Company." name. 2. The head office of the Company shall be in the town of Head office. Deseronto, in the province of Ontario, but the Company may establish offices and places of business elsewhere. 3. The persons named in the first section of this Act shall Provisional be the first or provisional directors of the Company. directors. 4. The capital stock of the Company shall be twenty-five Capital stock. thousand dollars, divided into shares of one hundred dollars each, but the capital stock may be increased from time to Increase of time, to an amount not exceeding one hundred thousand dol- capital. lars, by a resolution of the shareholders passed and approved by the votes of the holders of at least two-thirds in value of the subscribed stock of the Company, present or represented by proxy, at a special general meeting of the shareholders duly called for the purpose of considering the same. 5. When and so soon as ten thousand dollars have been First general subscribed, and fifty per cent paid in thereon, a general meet- meeting. ing of the Company shall be held at the town of Deseronto at Notice of meeting. Election of directors. Powers. Manufacture of cement. Acquire buildings. Use of water and other power. Acquire such time as the provisional directors or any three of them determine, and notice of such meeting shall be given by mailing, at least ten days before the holding of such meeting, a written notice of such time and place, postage prepaid and registered, to the address of each shareholder of the Company. 6. At the said general meeting of the Company, and at each annual meeting, the subscribers for capital stock present or represented by proxy, who have paid all calls due on their shares, shall choose to be directors not less than five nor more than nine persons, one or more of whom may be paid directors: 7. The Company may (a.) manufacture and sell cement and other like products for any of the purposes for which the same may be used; (b.) acquire, construct, lease and maintain all buildings and properties necessary or convenient for the proper carrying on of the said businesses, and again dispose of the same; (c.) acquire and use water, steam, electric or other power for the purposes aforesaid; (d.) acquire by purchase, license or otherwise, and use, patent rights. license or otherwise dispose of any invention, patent right or letters patent for the purposes of the works and undertakings hereby authorized, and may pay the seller the price thereof either wholly or partly in cash, or by royalty, or wholly or partly in fully paid-up shares of the Company, or in partly paid-up shares of the Company, or by any combination of such methods of payment, and may assume or pay any obligations or liabilities of the seller thereof; License to use (e.) grant licenses to any person or company to use any patent rights, patent, license or right held and owned by the Company, and may receive payment therefor either in cash, or in bonds or debentures, or in fully paid-up shares of the capital stock of any other such company, or by royalty upon any such patent, license or right, and the Company may become a shareholder in any such company. Mortgages for purchase money. Borrowing powers. Issue of bonds. 8. The Company may, in the course of buying and selling, take conveyances and give mortgages for the purchase money or any part thereof, and may take mortgages on real or personal property in the course of its business and as conditions may require, and may sell and assign the said mortgages, and generally may do all things requisite for the proper and efficient management of the said business. 9. The directors may, when authorized by a by-law for that purpose passed and approved of by the votes of holders of at least two-thirds in value of the subscribed stock of the Company, present or represented by proxy, at a special general mecting duly called for considering such by-law, (a.) borrow money upon the credit of the Company, and issue bonds, debentures or other securities for any sums borrowed, at such prices as are deemed necessary or expedient; but no such debentures shall be for a less sum than one hundred dollars; (b.) hypothecate or pledge the real or personal property of Hypothecate Company's the Company to secure any sums borrowed by the Company; but the amount borrowed shall not at any time be greater than seventy-five per cent of the actual paid-up stock of the Proviso. Company. 10. Sections eighteen and thirty-nine of The Companies R.S.C., c. 118. Clauses Act shall not apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. |