Meetings of directors, quofum, etc.

Transfer of shares.

Actions for calls.

Books to be kept.

Books to be open to inspection.

Contracts.

appointed by the Wesleyan Methodist Conference; but, if the said Conference shall not confirm such nomination at its first Session thereafter, then the said Directors shall be authorized to appoint any Person being a Member of the said Church to that Office until the next Session of the said Conference.

19. The Directors shall hold Meetings at such times and place as they shall appoint for that purpose, and they may meet and adjourn as they think proper; and at any time three of the Directors may require the Secretary to call a Meeting of the Directors; and, in order to constitute such Meetings, there shall be present at least seven of the Directors; and all questions shall be determined by a majority of votes; and no Director except the Chairman shall have a casting vote; the President, or VicePresident, or, in their absence, a Director to be chosen, shall preside.

20. The Shares of the said Capital Stock shall not be transferred until paid up, unless such transfer shall be sanctioned by the Directors and duly registered by the Secretary in the Transfer Book; and no Person shall sell, or transfer, any Stock until he shall have paid all Calls for the time being due on any Share held by him.

21. The Directors may enforce payment of all Calls and interests thereon by action in any competent Court; and, in such action, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the Defendant is Holder of one Share, or more, stating the number; that he is indebted in the sum of money to which the Calls in arrear amount in respect of one Call, or more, stating the number of Calls and the amount of each, whereby an action hath accrued to the Corporation under this Act; and a Certificate, under their seal and purporting to be signed by an Officer of the Corporation to the effect that the Defendant is a Shareholder and that so much is due by him and unpaid thereon, shall be received in all Courts of Law and Equity as prima facie evidence to that effect.

22. The Secretary shall cause a Book, or Books, to be kept wherein shall be recorded:

(1) A correct copy of the Prospectus, or declaration, and original Stock List referring to the same, and also every By-law and supplementary declaration for increasing the Capital Stock;

(2) The names alphabetically arranged of all Persons who are, or have been, Shareholders;

(3) The address and calling of every such Person;

(4) The number of Shares held by each;

(5) The amounts paid in and unpaid respectively by each Shareholder, (6) All Transfers, or Surrenders of Stock in their order, as presented to the Company for entry, with the date and other particulars of each Transfer;

(7) The names, addresses and callings of all Persons who are, or have been, Directors, with the dates at which each became, or ceased to be such Director.

23. Such Books shall, during reasonable business hours of every day, except Sundays and holidays, be kept open for the inspection of all Shareholders and Creditors of the said Corporation, or their Representatives, at the Office, or chief place of business, of the said Corporation, and to make extracts therefrom.

24. Every contract, agreement, or engagement, made on behalf of the Corporation by any of its Agents, Officers, or Servants, in general accordance with his powers as such under the By-laws, shall be binding upon

the Corporation; and, in no case, shall it be necessary to have the Seal of the said Corporation affixed thereto; nor shall the party so acting as Agent, Officer, or Servant of the said Corporation be thereby subjected individually to any liability to any third party therefor; Provided always, that the Corporation shall not be authorized to issue any Note payable to bearer, or intended to be circulated as money, or as the Note of a Bank.

Shareholders

extent of

25. Each of the said Shareholders, until the whole of his Stock shall liable to credihave been paid up, shall be individually liable to the Creditors of the tors to the Corporation to any amount equal to that not paid up thereon, but shall unpaid stock. not be liable to an action by any Creditor before an Execution against the Corporation has been returned unsatisfied in the whole, or in part, and the amount due on such Execution shall be the amount recoverable, with costs, against such Shareholders.

shareholders.

26. The Shareholders in the said Corporation shall not as such be Liability of held responsible for any act, default, or liability whatsoever of the said Corporation, or for any engagement, claim, payment, loss, injury, transaction, matter, or thing whatsoever, relating to or connected with the Corporation beyond the amount of their respective Shares in the Capital Stock thereto.

36TH VICTORIA, CHAPTER CLV.

AN ACT AMALGAMATING THE NAZREY INSTITUTE WITH THE WILBERFORCE EDUCATIONAL INSTITUTE, AND AMENDING "AN ACT TO INCORPORATE THE WILBERFORCE EDUCATIONAL INSTITUTE."

Received the Royal Assent on the 29th of March, 1873.

Whereas the Nazrey Institute and the Wilberforce Educational Insti- Preamble. tuto have petitioned for an Act of Amalgamation, and it is advisable to grant the same; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: —

Institute and

Educational

1. The Nazrey Institute shall forthwith be amalgamated with, and The Nazrey shall merge in the Wilberfore Educational Institute; and all the Real and the Wilberforce Personal Estate, Property, Assets and Effects, and all Titles, Securities, Institute amalgamated. Instruments and Evidences, and all Rights and Claims of, or belonging to, the Nazrey Institute, shall vest in the Wilberforce Educational Institute; and shall henceforward, for all purposes of bringing, or defending actions, or suits, civil, or criminal, and for all other purposes whatsoever, be deemed to be, and be stated to be the property of the Wilberforce Educational Institute; and the Wilberforce Educational Institute shall have the same and such powers, rights and privileges in relation to the said property of all descriptions, as the Nazrey Institute now has; but ne suit, action, or prosecution being carried on, or power being exercised. in the name of the Nazrey Institute, shall be discontinued, or abated by, or on account of such amalgamation, but shall continue in the name of the Nazrey Institute; and the Wilberforce Educational Institute shall have the same rights and liabilities, and shall pay, or receive, like costs, as if the action, suit, or prosecution, had been commenced, or been defended, in the name of the Wilberforce Educational Institute, for the benefit of, or to be satisfied out of, the Wilberforce Educational Institute.

creditors.

2. The Creditors of the Nazrey Institute shall henceforward, to all Rights of intents and purposes, be and become the Creditors of the Wilberforce Educational Institute, and shall have and be entitled to like rights and

35 Victoria.

chapter 113,

5, amended.

privileges as Creditors of the Wilberforce Educational Institute, as they previously have been and were entitled to as Creditors of the Nazrey Institute.

3. The Act of Incorporation of the said The Wilberforce Educational sections 1 and Institute, passed in the Thirty-fifth year of the Reign of Her Majesty Queen Victoria, and chaptered One hundred and thirteen, is hereby amended by striking out of Section Five of said Act the words, "subject to the approval of a Judge of the Court of Chancery in Chambers."

CHAPTER VII.

THE SCHOOL LEGISLATION AND EDUCATIONAL ESTIMATES OF

1873.

The new School Bill which was introduced into the Legislature, by the Honourable Attorney-General Mowat during the recent Session of the Legislature, received two formal readings by the House, but was withdrawn on the last day of the Session, in deference to the wishes of several of the Members.

The first seven Sections of the Bill relate to the election every two years of certain Members to the Council of Public Instruction and to the periodical appointment of others by the Governor-in-Council. It was proposed to elect one Member by the Public School Inspectors, one by the Head Masters of High Schools, and one by the Head Teachers of the Public Schools, and of the Roman Catholic Separate Schools. Several Members of the House of Assembly also wished to give the Wardens of Counties, (as the Representatives of the Municipal System of the Province, on which our School System itself is based), the right to elect one Member to the Council.

The Eighth Section of the Bill, relating to High School Districts, as originally introduced, was modified, after a conference on the subject had been held with a number of Members on both sides of the House. With the exception of the Tenth Section, relating to the admission of Pupils to the High Schools, the whole of the remaining Sections of the Bill, as submitted by the Chief Superintendent of Education, and approved by the Attorney-General, was concurred in.

The Educational Estimates which were recently passed by the House of Assembly contain several items, in regard to which the following explanation is given :

The principal item is the Grant of $220,000 for the Public and Separate Schools. This is an advance on last year's Grant of $20,000. The sum proposed by the Chief Superintendent of Education was $210,000, with an earnest request to the Government to increase the amount to $250,000. A medium sum was, however, agreed to by the Government, and the Grant was fixed at $220,000. And, as explained to the House by the Honourable the Provincial Treasurer, the "$250,000 urged by the Chief Superintendent would be in some proportion to the increase of Pupils, the increased wealth and revenue of the Country, the demands of Education, the sum appropriated for High School Education, the doings of the People, and what is done in the neighbouring States." "The sum," he further remarked, "apportioned to High Schools this year out of the Legislative Grant amounts to from $18 to $20 per Pupil; while the sum apportioned to Public Schools amounts to only thirty-eight cents per Pupil. This disproportion is altogether too great, and is exciting attention in some quarters. Formerly the Legislative Grant for Public Schools amounted to upwards of fifty cents per Pupil; the increase of the Grant has not been at all in proportion to the increase of Pupils in the Schools. Besides, the aggregate amount raised in the Province for Public School purposes during the last year is $2,124,471, the whole of which sum, except the Public School proportion of the Legislative Grant, (of $194,171), has been

self-imposed and raised by the People in the several Municipalities, being an increase of $180,106 over the preceding year. The Legislature ought certainly to keep pace with, if not take the lead of, the People in their various localities in its liberality to promote public education." "The Chief Superintendent explained that no Grant would be more popular and beneficial than an increase of $50,000 to the Public School Grant. The population of the neighbouring State of Pennsylvania does not increase faster in proportion than that of Ontario. In 1869, the Legislature of Pennsylvania granted for Common School purposes, $500,000; in 1870, $650,000; and in 1871, $750,000 were recommended by the State Superintendent. We ought not to fall behind our near American neighbours in educational matters, especially when we have an overflowing Revenue."

2. A new item of $2,500 was put into the Estimates for the organization and inspection of Schools in the new Districts of Algoma, Nipissing and Muskoka, (for which the School Act makes no provision), and also in remote parts of several interior Counties in unorganized Townships. In recommending this grant the Chief Superintendent said, "It is most important to assist and encourage the new settlers to establish Schools for their children; but they often do not know how to proceed, and I am dependent upon information communicated by private individuals in their several neighbourhoods. But the visits of a qualified Inspector would encourage and instruct the new settlers as to their duty and modes of proceeding, and at the same time furnish the Education Department with reliable information and suggestions as to the best means of assisting these new settlements in providing School Education for their children. A copy of the liberal Regulations under which aid is given to Schools in new and poor Townships, is herewith appended.* I propose $6,000 with which to aid these Schools, which is the same as last year."

3. The sum of $2,000 has been put in the Estimates for a third Inspector of High Schools and Collegiate Institutes. In regard to this item the Chief Superintendent said: "The duties of these Officers are onerous, requiring their absence from home and travelling about eight months of the year, while their qualifications must be of the first order, both as Teachers and Scholars. But I propose to add to their duties, by requiring them to inspect the Roman Catholic Separate Schools, and also to examine the principal Public Schools in Cities, Towns and incorporated Villages, (which are feeders to the High Schools), at least to see how far the Programme and Regulations are carried out in these Schools. The local Inspectors of these Schools are appointed. paid, and their duties prescribed by the several Boards of Trustees. I have no means,

* CONDITIONS OF AIDING PUBLIC SCHOOLS IN NEW AND POOR TOWNSHIPS.-Special aid will be granted (as hereinafter specified), by the Education Department to " Public Schools in new and poor Townships," upon the following conditions, videlicet:-1. That a School Section, or Division, with definite boundaries, has been set apart by the Township Council, (where such exists), or where none exists, by a Public School Meeting, and approved, as reported to the Department by the County Inspector. 2. That at a first School Meeting three resident Ratepayers, (where the Township is organized), or other suitable Persons (in a Township not organized) have been elected as Trustees by the Ratepayers, (in organized Townships), or by subscribers to, or other supporters of the School (in & Township not organized): and that subsequently the election of one Trustee takes place annually in the Section. or division. 3. That a Building and other Accommodation, considered by the County Inspector as suitable for the School, have been provided by the Trustees. 4. That a Teacher holding a legal, or other Certificate, recognized as sufficient by the County Inspector, has been employed by the Trustees for at least six months of the year. 5. That in Sections, or divisions, in new Townships, without Municipal organization, at least one-third of the annual Salary of the Teacher (for the first year), one-half of the Salary (for the scond and third years), and two-thirds of the Salary (for the fifth year), together with the whole of the other expenses of the School have been provided from local sources. 6. That the School Accounts of the Section, or division, have been duly audited by one Person appointed for that purpose by the Trustees, and one by the Ratepayers, and the audit reported to the Inspector and approved previous to the payment by him of the next Grant made by the Department. (See N.B. below.) 7. That all of the information asked for in the accompanying forms has been fully given, so far as it is in the power of the Trustees to do so. 8. That a Report in a prescribed form be sent in to the County Inspector, at the times specified, and certified by him as satisfactory.

I. Upon the foregoing conditions, the Education Department will, for the first year of the existence of a poor School recommended for such aid by the Inspector, in a new Township without Municipal organization, make an annual Grant to it of a sum at least equal to the rate of two-thirds of the annual Salary of the Teacher, as certified by the Trustees: for the second and third years, the Grant will be at the rate of one-half of the annual Salary of the Teacher, and for the fourth and fifth years, at the rate of one-third of the Salary of the Teacher, as certified by the Trustees.

II. The Grants to Schools in poor Townships with Municipal organization, will be made upon a different basis, at the discretion of the Department, and upon the special report and recommendation of the County Inspector. NOTE.-Should facts, or circumstances, reported to the Department, warrant it, the Grant may be increased, reduced, or withheld altogether in any particular year, or at the end of any particular period specified, as may be deemed most expedient.

N.B.-No part of the Grant made by the Department can, under the School Acts, be applied to any other urpose, than that of the payment of the Salary of the Teacher.

except from these local Officers, (who are only responsible to the Boards that appoint and pay them), to learn whether the School Law and Regulations are observed at all. The same remark applies to Separate Schools. When Professor Young was High School Inspector, I authorized and requested him to visit the principal Separate Schools and report the results. He did so, and his reports were, upon the whole, very creditable to the Schools. Sometimes complaints are made to me that the Separate Schools are not conducted according to Law, and the Register and reports of the attendance of the Pupils are not correct; but I have no means of ascertaining anything on the subject, except from the Trustees of Separate Schools themselves, without appointing an Inspector, whom I have no means of remunerating for his trouble; and if he be a local man, or Inspector of the rival Public Schools, objections are made, and with some show of reason, against his appointment. I, therefore, propose to devolve this duty on Inspectors of High Schools, to remove all reasonable ground of local complaint on any side, and, in order to secure adequate means of reliable information in regard not only to Public Schools in Cities and Towns, but also respecting the Separate Schools; as the 26th Section of the Separate School Act provides, that "The Roman Catholic Separate Schools, (with their Registers), shall be subject to such inspection as may be directed from time to time by the Chief Superintendent of Education, and shall be subject to all such Regulations as may be imposed from time to time by the Council of Public Instruction for Upper Canada."

4. The sum of $82,000 was provided for High Schools and Collegiate Institutes, including $2,500 for new High Schools. These can only be established by the sanction of the Lieutenant-Governor-in-Council, but in the establishment of new High Schools, the allowance to existing High Schools will not be diminished.

5. A new item of $2,800 was also proposed for Teachers' Institutes, which are regarded, established and multiplied in the neighbouring States as most efficient means of prompting and promoting the improvement of Teachers, and as feeders to the Normal Schools. In regard to this item the Chief Superintendent remarks:-"As early as 1850 provision was made in the School Act for this purpose, by granting 'For the encouragement of a Teachers' Institute, a sum not exceeding $100 in any County, or Riding.' (Consolidated Statutes, 22nd Victoria, Chapter 64, Section 120, Clause 'F.') By the 106th Section, Clause 14, of the same Statute, the Chief Superintendent is authorized "To appoint proper Persons to conduct County Teachers' Institutes, and to furnish such Rules and Instructions as he may judge advisable in regard to the proceedings of such Institutes, and the best means of promoting and elevating the profession of School Teaching, and increasing its usefulness.' But I have not acted upon the provisions of the Law; I have thought it would be a waste of time and money to do so; for although impressed with the importance and utility of Teachers' Institutes, I felt that their usefulness depended upon the manner in which they were commenced and conducted, and there were no Teachers of sufficient eminence in the several Counties, and so thoroughly grounded and experienced in School Organization, Teaching and Discipline, to command the confidence of Teachers generally, and render the exercise of Teachers' Institutes successful. But now we have a considerable number of welltrained Teachers in almost every County, and County Inspectors whose appointments have depended upon their being first-class Teachers. I think, therefore, that Teachers' Institutes can now be advantageously established."

6. The sum estimated for superannuated worn-out Teachers is $19,608. (The sum actually voted last Session was $12,000). "This sum," the Chief Superintendent remarks, "is based on a calculation of the amount of the retiring allowance to 148 old Teachers, with 3,268 years aggregate service, at $6 per year, the maximum sum authorized by Law. Heretofore the Grant was not sufficient to pay a worn-out Teacher little more than one dollar a year for each year he had taught; by getting the Grant increased, as also some increase in subscription, I was enabled to pay them at the rate of two dollars for each year they had taught. I have been able to pay Superannuated Teachers this year at the rate of $4 per annum for each year they had taught. I