CAP. XCII.

An Act to incorporate "The Russell Hotel Company."

WHER

[Assented to 23rd February, 1875.]

THEREAS Daniel Saunders, esquire, and William Preamble. Augustus Russell, esquire, both of the town of Lawrence, in the State of Massachussets; Willis Russell, esquire, of the city of Quebec; William Stoddard, esquire, of the city of Three Rivers; and William Edward Russell, esquire, of the parish of St. Christophe of Arthabaska, have petitioned to be incorporated for the purpose of carrying on the trade and business of hotel keeping in the city of Quebec and elsewhere in this province; and that it is expedient to grant their petition; Therefore, Her Majesty, by and with the advice and consent of the Legislature of Quebec, enacts as follows:

sons incorporated.

1. The aforesaid Daniel Saunders, William Augustus Certain perRussell, Willis Russell, William Stoddard, and William Edward Russell, and others who shall become shareholders in such company, shall be and are hereby constituted a body politic and corporate, as a joint stock company, by Name of the the name of "The Russell Hotel Company."

corp.

2. The said company may maintain and carry on the Power to keep trade and business of hotel keepers in the said city of an hotel, &c. Quebec and elsewhere in this province, and contract and act in every description of trade and business incident to such occupation of hotel keeping.

3. The said company, by the name aforesaid, shall have General perpetual succession, and may have a common seal, and powers. may alter the same at pleasure, and the said company and their successors by the name aforesaid may sue and be sued, implead and be impleaded, defend and be defended, in all the courts of justice, and before all justices and officers of justice in this province, and take and prosecute all legal proceedings, and generally do and perform all that a lawfully constituted corporation may or can do; and the affixing of the said seal shall not be essential to the validity of any document, act or deed, granted or accepted by the said company, but when affixed shall be prima facie evidence of the authenticity of any document, act, deed or certificate of the company or of its duly authorized servants.

4. The said company may lease and acquire, for them- Power of acselves and successors, under any legal title whatsoever, and quiring, &c.

Idem.

Capital stock.

May be in creased.

Right to vote.

Provisional directors.

Board of the directors.

Quorum.

hold and possess as lessees or proprietors respectively any lands, tenements, real or immovable estates in the city of Quebec, and elsewhere in this Province, not exceeding the value of two hundred and fifty thousand dollars, and may alienate, sell, exchange, convey, lease, or otherwise dispose of the same or any part thereof, from time to time, as occasion may require, for such price or prices, and on such terms and conditions as they may see fit, for the purposes of their said business, and erect and construct thereon all such buildings as may be requisite or convenient for carrying on such trade and business of hotel keeping.

5. The said company for themselves and their successors may, from time to time, acquire all such movables, personal property, goods, chattels and merchandise, and the same from time to time replace, sell, exchange and dispose of as may be necessary for the carrying on the business of the said company.

6. The capital stock of the said company shall be the sum of one hundred and fifty thousand dollars, of lawful money of Canada, divided into shares of one hundred dollars each, and such shares of stock shall be personal estate: which capital stock may, by a vote of two-thirds of the stockholders present at any special meeting called for that purpose, be increased to a sum and sums from time to time not exceeding in the whole five hundred thousand dollars.

7. Each and every shareholder shall have as many votes as he holds shares in the said company, and may vote by proxy.

8. The said Daniel Saunders, William Augustus Russell, Willis Russell, William Stoddard and William Edward Russell shall be the directors of the said company until a choice of directors shall be made by the shareholders at their annual general meeting; and the said directors and the survivors or survivor of them shall continue in office until replaced, and shall and may exercise the administrative and other powers of directors of the said company..

9. The board of directors of the said company shall consist of five shareholders, at and after the first election, of whom three shall form a quorum, which shareholders shall be qualified to be such directors by the possession of not less than ten shares in the stock of the said company, in Qualification. their own names respectively, and at any meeting of directors, the president or chairman, in addition to his own vote, shall have a casting vote, on any equal division of the voters present.

directors.

10. The said directors shall have power to open books for Power of the the subscription of shares; shall receive the subscription of shares, by persons desirous of becoming shareholders in the said company; may allot the number of shares that such persons may have in the capital stock of the said company; may accept, at a value, any real or personal property, lease or good will, as may be convenient, in payment of such shares of capital stock; may make by-laws for the government and regulation of the affairs of the said company not contrary to law; which by-laws shall remain in By-laws. force until disallowed at any general meeting of the shareholders, or at any special meeting called for that purpose, by a vote of not less than two-thirds of the voters present, at such meeting.

11. The said company shall have power to draw, accept Power to nego and negotiate, all bills of exchange, promissory notes, chec- tiate, &c. ques and commercial paper, under such rules and regulations, as to the signature and dis; sition of the same, as the said directors may by their said by-laws prescribe; may enter into any contract for the furnishing of supplies, and transact all manner of business, as any hotel keeper might or could do, in relation to the special business of such company.

12. The said company may employ, and from time to time officers. discharge and replace, any agent or agents, manager or managers, accountants, bookkeepers, clerks and servants, as may in the opinion of the directors be requisite for the carrying on the business of the said company, and confer upon such agents, managers, accountants, bookkeepers, clerks and servants, such appropriate powers and authority as such directors may deem necessary; and such agents, managers, accountants, bookkeepers, clerks and servants shall not be Officers not held to incur any personal liability for any act, contract, liable. or thing which they may lawfully enter into or do on behalf or in the name of such company.

13. The books of accounts and papers of the said com- Books open to pany shall be at all times, within business hours, open to the inspection. inspection of the directors or of any of them, but shall not be open to or inspected by any other person save upon and by the order of a court of justice or judge, in the course of any legal proceeding.

14. The said company may borrow money to the extent Power to borof one-half its capital for the purpose of carrying on the row. business of the said company, when at any general or special meeting of the shareholders, on notice for that purpose, a vote to that effect shall have been passed by two

cate to that

effect.

Debentures.

ed and their

amount.

Memorial

and enregis

tered.

thirds of the shareholders present at such meeting or their To hypothe proxies; and the company may mortgage and hypothecate the whole or any part of its real estate, to an amount not exceeding one-half of its value, to secure such loan and interest thereon, and may issue debentures pledging such real estate for the payment of the same and the interest By whom sign thereon; which debentures shall be signed by the presi dent or chairman shall be for not less than one hundred dollars each and the interest that may be assigned as the rate; and the registration in the appropriate registration dithereof made vision or county, of a memorial under the hands of the president and secretary of the said company, setting forth the number, rate and amount of such debentures, the resolution authorizing such loan and issue, the class of such issue, as first or second and subsequent issues, as the case may be, with a description of the real property on which the respective issues are secured, shall be sufficient to create such hypothecation and mortgage, which registration the Certificate of registrar of the division or county shall certify, under his the registrar. hand, on each such debenture, by the words "secured and registered pursuant to the provisions of the act 38 Vict., Effect thereof. chap. " and the said certificate shall be sufficient evidence of such registration, for which certificate the registrar may charge ten cents each and no more; and the debentures of each issue shall rank concurrently, and in the distribution of the proceeds of such real estate, each debenture shall receive only its pro rala portion to the whole outstanding issue of such debentures, entitled to collocation.

Rank of the deb.

Principal place

of business.

34 Vict., c. 24, shall apply

15. The principal office and place of business of the said company shall be in the city of Quebec, where service of any process, document, or proceeding may lawfully be

made.

16. The several provisions of "The Joint Stock Companies General Clauses Act" shall apply to the present act in all matters not herein specially provided for.

17. The schedule A hereinafter mentioned shall form part of this act.

SCHEDULE A.

SPECIMEN OF A MEMORIAL.

A memorial to be registered by and on behalf of “ The Russell Hotel Company" a body politic and corporate, under the provisions of an act of the legislature of Quebec, passed in the thirty-eighth year of Her Majesty's reign, intituled:

'An Act to incorporate the Russell Hotel Company" of a first issue of debentures, consisting of one hundred debentures of the value of one thousand dollars each and bearing seven per cent interest, such debentures numbered from one to one hundred inclusively, and of the total amount of one hundred thousand dollars, authorized by a resolution of the said company, duly passed on the day, of

.one

thousand, etc., in the terms following to wit: (copy of resolution) which sum of one hundred thousand dollars and the interest accrued and accruing thereon, amount of the said debentures, is secured upon the following immovable property to wit: a (description of property) which debentures are hereby required to be registered pursuant to the form and requirements of the said act, by A. B. president, and C. D. secretary of the said company, for and on behalf thereof.

An Act to authorize Joseph Dinham Molson and William Hastings Kerr, ès-qualité, to sell certain Real Estate charged with a substitution.

[Assented to 23rd February, 1875.]

HEREAS by will made at Montreal, on the twentieth Preamble. of April, 1860, the late Honorable John Molson, bequeathed certain properties to Joseph Dinham Molson, one of his sons, as institute to a substitution, and on the condition of his rendering the said properties to his children or to such of them as he may deem expedient to benefit by his will; and that by deed, passed at Montreal, before Mtre. Philips, notary, the 27th of March 1871, William Molson and others, testamentary executors of the said testator have, according to the provisions of the said will, assigned to the said J. D. Molson, and to his children, among other property, a certain number of shares in the Molson Bank, as a portion of the property coming to them charged with substitution;

Whereas on the 15th July, 1871, the said Joseph Dinham Molson purchased real estate sold by authority of justice by dame Adelaide Aurélie Lassiseraye, widow of the late Dontail Edouard Gauthier, ès-qualité, and other persons,