serves to form municipalities' fund. Of what such fund shall respectively consist. Moneys to be paid into the Treasurer's "Municipalities' Fund for the Province of Quebec." C. S. C., c. 25, s. 1. 4639. The municipalities' fund for the Province consists of all moneys arising from the sale of clergy reserves in the Province, whether now funded or invested either in the United Kingdom or in the Dominion, or remaining uninvested; The interest and dividends of moneys forming part of such fund; The interest upon sales of clergy reserves in this Province, on credit; and Rents, issues and profits arising from clergy reserves therein demised or to be demised for any term of years, and other casual and periodical incomings arising from clergy reserves therein, after deducting therefrom the actual and necessary expenses attending the sales of the said clergy reserves and for managing the same and the funds. The moneys, forming the said funds, are paid into the hands of the Provincial Treasurer, and shall be by him applied to the hands, for the purposes hereinafter mentioned, under this section, or any order purposes of made by the Lieutenant-Governor in Council. C. S. C., c. 25, this section. Certain lands clergy re serves. s. 2. 4640. Any lands which have, under the authority of any to be deemed act in force up to the 18th December, 1854, been accepted in exchange for lands originally forming part of the clergy reserves in any part of this Province, are deemed to be clergy reserves for all the purposes of this section. C. S. C., c. 25, s. 15. Appropria $ 2.-Appropriation of the Residue of such Fund. 4641. The amount of the above mentioned fund, after paytion of funding the charges upon it mentioned in the clergy reserves act of 1854 (18 Victoria, chapter 2), shall be appropriated for the purposes set forth in the third section of chapter eighth of title sixth of these Revised Statates respecting the grant to county municipalities for their court houses. C. S. C., c. 25, s. 6. SECTION VI. Municipal exempt from taxes manu EXEMPTION OF NEW MANUFACTORIES FROM MUNICIPAL TAXES. 4642. For the purpose of encouraging the introduction and councils may establishment of new inanufactories within their limits, it is law ful for any city, town, or village municipality to exempt from all factories to be taxes, assessments and municipal imposts whatsoever, for a space of time not exceeding ten years, any manufactory, not being a flour-mill, gas-works or distillery, which any individual, commercial firm, or corporation may have undertaken, or may undertake to establish. established within their limits. Extent of exemption. 2. Such exemption shall extend, not only to the buildings and grounds used by such manufactory, but also to all the moveables EXEMPTIONS FROM TAXES.-BRIBERY IN MUNICIPAL MATTERS. and machines employed in such manufactory, as well as to all articles manufactured therein. 331 certain cases, 3. In any case in which the exemption from taxes as herein- The exempabove mentioned, in favor of a new manufactory, would preju- tion may, in dice the interests of any manufactory already established, or be granted to would create an undue privilege against the latter, it shall be pre-existing lawful for the municipal authorities to grant the same, or a pro- tories. portionate exemption to every such pre-existing manufactory. 34 V., c. 18, ss. 1, 3 and 4. manufac from council. 4643. Any person, desiring to establish a manufactory as Permission to aforesaid, is obliged to ask the permission of the municipal be obtained council and state the nature of the manufacture, its locality, the extent of the intended site, and whether he intends to use steam power. Such permission shall not be given unless previous notice be Notice for given by the person applying therefor to the council, and the that purpose. council may make a by-law for the purpose, which by-law must be brought before the council at two different meetings thereof, and when the by-law is agreed to, it shall be equivalent to a contract in favor of the proprietors of the manufactory therein mentioned, their heirs and assigns, for all the time specified in such resolution. 34 V., c. 18, s. 2. SECTION VII. EXEMPTION OF COMMERCIAL TRAVELLERS FROM MUNICIPAL TAXES. certain com 4644. No municipal corporation shall levy any tax upon Exemption of any commercial traveller, taking orders or selling goods, wares, mercial traor merchandise by sample, catalogue or price list, or require vellers from any such person to procure a license from such municipal cor- taxes, &c. poration, notwithstanding any disposition to the contrary in any statute. 50 V., c. 15, s. 1. SECTION VIII. BRIBERY AND CORRUPTION IN MUNICIPAL MATTERS. bribes to any 4645. Every person who, directly or indirectly, shall promise, Persons offer, give, or furnish, or cause or abet in causing to be promised, giving, &c., offered, given, or furnished, in whole or in part, to any member member of of the municipal council of the municipality of any city or town, council or municipal or to any officer of such municipality, before or after he shall have officers of been qualified and have taken his seat, or entered upon his cities or duty, any moneys, goods, right of action, or other thing, or towns, anything of value, or any pecuniary advantage, present or prospective, or a share in any contract or undertaking, with intent to influence his vote, opinion, judgment or action, on any question, matter, cause, or proceeding, which may then be pending or may by law be at any time brought before him in his official capacity, shall be liable to a fine of not less than five Liable to fine hundred dollars, if the sum of money or value of the goods, of certain right of action or other thing promised, offered, given or furnished, do not exceed the said sum of five hundred dollars, and, amount, &c. Imprison ment in default of payment. Person receiving bribe, of certain amount, &c. if the sum or value is more than five hundred dollars, then 2. Every such person who shall accept any gift, promise, or undertaking, under any understanding that his vote, opinion, judgment or action shall be influenced thereby in any question, matter, cause or proceeding then pending or which may by Liable to fine law be brought before him in his official capacity, shall be liable to a fine of not less than five hundred dollars, if the gift, promise or undertaking accepted, does not exceed in value the sum of five hundred dollars, and, if the value exceeds the latter sum, every such person shall be liable to a fine equal to such Imprisonment value but not to exceed five thousand dollars, and, in default of payment, to imprisonment in the common gaol until such fine be paid. 49-50 V., c. 23, s. 1. payment. As to other municipalities. Proviso. Person disqualified for any public office in the Province. Competence of witnesses. 4646. In municipalities other than those mentioned in the preceding article the penalty shall be double the amount so offered or accepted, provided it be not less than twenty or more than one hundred dollars. 49-50 V., c. 23, s. 1. 4647. Upon judgment finally rendered against him, the person convicted of the offence shall forfeit his office and shall further be disqualified from holding any public office in the Province. 49-50 V., c. 23, s. 1. 4648. Any person offending against any of the provisions of this section shall be a competent witness against any other person offending in the same transaction, and may be Proviso as to compelled to appear and give evidence before any court in the same manner as other persons; but the testimony so given shall not be used in any proceeding against the person so testifying. 49-50 V., c. 23, s. 2. evidence given. Penalties how and application of such penalties. 4649. The penalties enacted in this section may be recorecoverable; vered by any person suing as well in his own behalf as on behalf of Her Majesty; and two-thirds of any such penalty shall belong to the Crown for the uses of this Province, and the other third to the party suing for the same, unless the suit is brought in the name of the Crown only, in which case the whole penalty shall belong to Her Majesty for the uses aforesaid. 49-50 V., c. 23, s. 3. SECTION IX. Responsibi lity of muni RESPONSIBILITY OF MUNICIPALITIES AND COMPANIES TAKING STOCK IN RAILWAYS. 4650. The responsibility of municipal corporations and of cipalities and incorporated companies, as shareholders in railway companies, companies like that of individuals, is limited to the amount which has been lawfully subscribed by them. 35 V., c. 8 s. 14. taking stock in railways. CHAPTER THIRD. COMPANIES. SECTION I. JOINT STOCK COMPANIES' GENERAL CLAUSES. § 1. Declaratory and Interpretative. 4651. This section may be cited as the "joint stock compa- Short title. nies' general clauses act." 31 V., c. 24, s. 42. 4652. The following expressions, both in this section and Interpretain the charter, have the meanings hereby assigned to them, tion of: unless there is something in the subject or context repugnant to such construction: 1. The expression "the charter" means any act incorpo- "Charter ; rating a company for any of the purposes contemplated by this section; 2. The expression "the company" means the company incor- "Company;" porated by the charter; 3. The expression "the undertaking" means the whole of the "Underworks and business of every kind, which the company is autho- taking;" rized to carry on ; 4. The expression "real estate" or "land" includes all im- "Real esmoveable property of every kind; "1 tate,' "Land; 5. The expression "shareholder" or "stockholder" means "Shareevery subscriber to, or holder of, stock in the company, and holder;' extends to and comprises the personal representatives of the "Stockholdshareholder. 31 V., c. 24, s. 1. er." 4653. When not otherwise expressly enacted, this section This section applies to every joint-stock company incorporated by any oppock to apply to all charter, for any of the purposes within the jurisdiction of the companies. Legislature, except for the construction and working of railways Exception. and the business of insurance. 44-45 V., c. 12, s. 1. 4654. For the purpose of incorporating this section, or any How such inof its provisions, with a charter, it shall not be necessary to shall take insert them in such charter; but, save in so far as they are place. expressly varied or excepted by such charter, such provisions shall be construed as if formally embodied and reproduced therein. 31 V., c. 24, s. 3. §2.-General Powers. 4655. Every company incorporated for any of the above Powers, &c., purposes, under any charter, is a body corporate under the of the comname declared in such charter, and may acquire, hold, alienate porated under pany incor the charter. Such powers and convey, all real estate requisite for the carrying on of the undertaking, and is invested with all the powers, privileges and immunities requisite to carry into effect the intentions and objects of this section and of the charter, and which are incident to such corporation, or expressed or included in the law respecting the interpretation of the statutes. 31 V., c. 24, s. 4. 4656. All powers given by the charter to the company are to be subject subject to the provisions and restrictions contained in this to present section. Directors. First direc tors. Qualification of afterdirectors. Election of directors. As to elections when 4657. The affairs of the company shall be managed by a board of not less than three, or more than nine directors. 31 V., c. 24, s. 6. 4658. The persons named as such in the charter shall be the directors of the company, until replaced by others duly named in their stead. 31 V., c. 24, s. 7. 4659. No person shall be elected or named as a director thereafter, unless he be a shareholder, owning stock absolutely in his own right, and not in arrear in respect of any call thereon. The majority of the after-directors of the company shall, further, at all times, be persons resident in Canada, and subjects of Her Majesty by birth or naturalization. 31 V., c. 24, s. 8. 4660. The after-directors of the company shall be elected by the shareholders, in general meeting of the company assembled, at such times, in such wise, and for such term. not exceeding two years, as the charter, or, in default there of, the by-laws of the company, may prescribe. 31 V., c. 24, s. 9. 4661. In default only of other express provisions in such behalf, enacted by the charter or the by-laws of the comnot expressly provided for: pany: To be yearly. Notice. Right to vote. Ballot. President. 1. Such election shall take place yearly, all the members of the board retiring, and, if otherwise qualified, being eligible for re-election; 2. Notice of the time and place for holding general meetings of the company shall be given at least ten days' previously thereto, in some newspaper published at or as near as may be to the office or chief place of business of the company; 3. At all general meetings of the company, every shareholder shall be entitled to as many votes as he owns shares in the company, and may vote by proxy; 4. Elections of directors shall be by ballot; 5. Vacancies occurring in the board of directors may be filled for the unexpired remainder of the term, by the board, from among the qualified shareholders of the company; 6. The directors, from time to time, elect from among |