rectors. 4796. In all proceedings which may have been had or taken "Trustees," under the act passed in the sixth year of Her Majesty's reign, to mean dito provide for the formation of incorporated joint stock companies for supplying cities, towns and villages with gas and water, or in or about any company incorporated thereunder, the word trustees," wherever the same shall occur, or shall have occurred, shall be taken to be and be construed to mean the directors. C. S. C., c. 65, s. 87. this section where there is , no newspaper. 4797. Any notice required by this section to be given in How notices a newspaper printed where the operations of the company are required by carried on, may, in any case where there is no newspaper so may be given printed, be given by posting up such notice, in the English and in places in the French languages, on the door of the church or churches, or other place of public worship, or if there be no church, then at the most public place in the municipality in which the operations of the company are to be carried on, and by publicly reading the notice at such place; and any report How reports required to be published in a newspaper printed as aforesaid, shall be pubmay, if there be none so printed, be published in a newspaper case. printed in some adjoining county or district, the whole within the delays hereinafter established. 23 V., c. 32, s. 3. §2.-Formation of the Company. lished in such companies. 4798. Any five or more persons, who desire to form a com- Joint stock pany for supplying any city, town, incorporated village, parish, gas and water township or other municipality with gas or water, or with both gas and water, may make and sign a statement or declaration in writing, in which shall be set forth : 1. The corporate name of the company; 3. The amount of capital stock of the company, which shall be divided into shares of twenty dollars each; Such stock, in the case of a gas and water company in a city, shall not exceed three hundred thousand dollars, if gas or water only is to be supplied, and six hundred thousand dollars, if both gas and water are to be supplied ; In the case of a town, village, parish, township, or other municipality, such stock shall not exceed two hundred thousand dollars if gas or water only is to be supplied, and four hundred thousand dollars if both gas and water are to be supplied; The money so raised shall be appropriated to the purpose of constructing, completing, acquiring and maintaining the said gas works or water works, or gas and water works, and to no other object or purpose whatever; 4. The number of shares of which the stock is to consist; age the concerns of the company for the first year; 6. The name of the city, town, village, parish, township, or other municipality, in which the operations of the company are intended to be carried on; Declaration and contents. To be ac knowledged in duplicate. How gas and water companies are to proceed. When to be rated. 7. The term of the company's proposed existence which shall not exceed fifty years. C. S. C., c. 65, s. 1; 23 V., c. 32, s. 1. 4799. The persons making the statement or declaration shall acknowledge the same in duplicate before the mayor or chief magistrate of the city, town, village, parish, township, or other municipality, and he shall receive and grant a certificate thereof. C. S. C., c. 65, s. 2. 4800. If, upon the petition of the persons desiring to form the company, the municipal council of the city, town, village, parish, township, or other municipality, in which the operations of the company are to be carried on, do, within thirty days from the date of such acknowledgment, make a by-law granting authority to such persons as a company to lay down pipes for the conveyance of water or gas, or both, under the streets, squares and other public places of such municipality, the registrar of the division or county in which the same is situate, on the production of the duplicates of such statement or declaration, with a proper certificate of the acknowledgment thereof endorsed thereon, and a duly certified copy of such by-law attached thereto, shall file the same and make an entry thereof in a book to be kept by him for that purpose, and the other of the duplicates, with a proper certificate endorsed thereon of the acknowledgment thereof, and of the filing and registration thereof, and of such by-law, and with a certified copy of the bylaw thereto annexed, shall forthwith be transmitted to and filed in the office of the Provincial Secretary. C. S. C,. c. 65, s. 3. 4801. When the formalities required by the foregoing articome incorpo- cles have been complied with, the persons who have signed the statement or declaration, and all persons who thereafter become stockholders of the company thereby established, shall be a body corporate, by the style and title mentioned in such statement or declaration. C. S. C., c. 65, s. 4. Proof of com formalities. 4802. Compliance with the formalities prescribed in the pliance with foregoing articles for the formation of any company shall be conclusively established by the insertion in the Quebec Official Gazette of a notice to that effect by the Provincial Secretary. C. S. C., c. 65, s. 5. Certified copies to be evidence. Company may hold lands, &c. reg 4803. A copy of the registered statement or declaration istered in pursuance of this section, and certified by the registrar of the division or county or by his deputy, to be a true copy, shall be received in all courts and places as primâ facie evidence of the facts therein stated. C. S. C., c. 65, s. 6. 4804. Any company incorporated under this section may purchase and hold, sell and convey lands, tenements and hereditaments for the use of the said gas-works or water-works, or gas and water-works, and such real estate holden by any such company shall be held for the purposes for which the company is incorporated in constructing its necessary works and for no other purpose, and shall not at any time exceed in value thirty thousand dollars. C. S. C., c. 65, s. 7. directors. 4805. The stock, property and concerns of every company Affairs to be incorporated under the acts respecting joint stock gas and water managed by companies shall be managed by not less than three or more than nine directors, as provided in the by-laws, and such directors shall respectively be stockholders in the company, and a majority of the number of such directors shall constitute a quorum for the transaction of business. C. S. C., c. 65, s. 10. § 3.-By-laws. 4806. A majority of the stockholders of any such company May make present at any special general meeting may make by-laws for by-laws. the following purposes: 1. For the management and disposition of the stock, business and affairs of the company; 2. For the appointment of officers and prescribing their duties, and those of all artificers and servants that may be employed, and for carrying on all kinds of business within the objects and purposes of the company; 3. For appointing the number of directors of the company, not to exceed nine, nor to be less than three, including the head of any municipality holding stock in the company to the amount of ten thousand dollars, or upwards, under article 4853; 4. For determining the number of shares it shall be necessary for a stockholder to hold to qualify him to act as a director; 5. For the payment of the directors with the consent of a majority of the stockholders at the annual meeting, or for the appointment of one or more paid directors; 6. For amending, altering or repealing any by-law of the company made under the authority of this section or of any other act of the Legislature. C. S. C., c. 65, s. 8. 4807. A copy of any by-laws of the company purporting Copies to beto be under the hand of the secretary or other officer thereof, evidence and having the corporate seal of the company affixed thereto, shall be received as prima facie evidence of such by-laws in all courts in this Province. C. S. C., c. 65, s. 9. §4.-Directors. 4808. The directors, except for the first year, shall be Directors to annually elected by the stockholders at a time and place which be elected by shall be directed by the by-laws of the company. C. S. C., c. 65, s. 11. stockholders. Notice of elec 4809. Notice of the time and place of holding such elec- tion. Who are elec tors. Elections tion, shall be published not less than ten days previous thereto, in a newspaper printed in the municipality where the operations of the company are carried on, or as prescribed by article 4797. C. S. C., c. 65, s. 12; 23 V., c. 32, s. 3. 4810. The election shall be made by such of the stockholders as attend for that purpose either in person or by proxy. C. S. C., c. 65, s. 13. 4811. All elections shall be by ballot, and each stockholder by ballot, &c. shall be entitled to as many votes as he owns shares of stock in the company. C. S. C., c. 65, s. 14. Majority of votes. Vacancies how filled. If election not held on regular day. The president. 4812. The persons receiving the greatest number of votes shall be directors. C. S. C., c. 65, s. 15. 4813. When any vacancy happens amongst the directors by death, resignation or otherwise, it shall be filled for the remainder of the year in the manner provided by the by-laws of the company. C. S. C., c. 65, s. 16. 4814. If the election of directors be not made on the day when, according to the by-laws of the company, it ought to be made, the company shall not for that reason be dissolved; but the stockholders may hold the election on any other subsequent day in the manner provided for by such by-laws, and all acts of directors shall be valid and binding upon the company. C. S. C., c. 65, s. 17. 4815. The directors elect, from among themselves a president, and the company shall also have such subordinate officers Other officers. as the by-laws thereof require. C. S. C., c. 65, s. 18. Appoint of such officers. President or 4816. The subordinate officers are appointed by the directors and are required to give such security for the faithful performance of the duties of their respective offices, as may be provided by the by-laws. C. S. C., c. 65, s. 19. 4817. The president or any three directors of any such directors may company may call a special general meeting of the stockcall meetings. holders for any purpose, giving at least ten days' notice by advertisement in one or more newspapers, published in the municipality where the business of the company is carried on, or as prescribed by article 4797, or by a circular mailed to the address of each stockholder, at least ten days previous to the time appointed for holding the meeting. C. S. C., c. 65, s. 20; 23 V., c. 32, s. 3. Yearly report. $5.-Reports. 4818. Every company incorporated as aforesaid shall annually, within twenty days, from the first day of January, make a report which shall be inserted in some newspaper published in the municipality where the business of the company is carried on, or as prescribed by article 4797, stating the amount of the capital stock of the company, and the proportion thereof then actually paid in, together with the amount of the existing debts of the company. C. S. C., c. 65, s. 21; 23 V., c. 32, s. 3. 4819. Such report shall be signed by the chairman or By whom to president, and a majority of the directors, and shall be be signed. verified by the oath of the president, or of the secretary of the company, and shall be entered and registered in the registry office of the division or county, where the business of the company is carried on. C. S. C., c. 65, s. 22. § 6.-Liability of Directors and other Officers. default. 4820. The directors of any company failing to comply with Liability of the requirements of the two last preceding articles shall be directors in jointly and severally liable for all the debts of the company then existing, and for all contracted until such report be made. C. S. C., c. 65, s. 23. ally liable, 4821. If the directors of any company declare and pay any When direcdividend when the company is insolvent, or any dividend the tors individupayment of which would render it insolvent, or which would &c. diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for all thereafter contracted during their continuance in office respectively. C. S. C., c. 65, s. 24. 4822. If any director object to the declaring or payment of When freed from liability. such dividend, and, at any time before the time fixed for the payment thereof, file a written statement of such objection in the office of the secretary of the company, and also in the registry office of the division or county, such director shall be exempt from such liability. C. S. C., c. 65, s. 24. be made to stockholders. 4823. No loan of money shall be made by any company to Loans not to any stockholder therein; and if any such loan be made to a stockholder, the officers who make or assent thereto shall be jointly and severally liable to the extent of such loan, with legal interest thereon, for all the debts of the company thereafter contracted until the repayment of the sum loaned. C. S. C., c. 65, s. 25. ficates or 4824. If any certificate or report made, or public notice Consequences given by the officers of any company, in pursuance of this of false certisection, be false in any material representation, all the officers reports. who signed the same shall be jointly and severally liable for all the debts of the company contracted while they are officers or stockholders thereof respectively. C. S. C., c. 65, s. 26. |