repayment of the interest or principal, or both, of any moneys entrusted to the company for investment; and for all and every and any of the foregoing purposes may lay out any money so entrusted to it as aforesaid; and the company is also empowered to do, assent to and exercise all acts whatsoever in the opinion of the directors of the company for the time being requisite or expedient to be done in regard thereto.

powers of the

(a) The company is hereby empowered to take, receive General and hold estates and property, real and personal, which may company. be granted, committed or conveyed to it, with its consent, upon any trust or trusts whatsoever (not contrary to law), at any time or times, by any person or persons, body or bodies corporate or by any court in any of the Provinces of the Dominion of Canada, and to administer, fulfil and discharge the duties of such trusts for such remuneration as may be agreed upon; also to act generally as attorney or agent for the transaction of business, the management of estates, the collection of rents, loans, interest, dividends, mortgages, debentures, bonds, bills, notes, coupons and other securities for money; also to act as agent for the purpose of issuing or countersigning certificates of stocks, bonds or other obligations of any corporation, company or municipality; also to receive, invest and manage any sinking fund therefor on such terms as may be agreed upon; also to accept and execute the office of trustee, receiver and assignee, and to accept the duty of and act generally in the winding up of estates, partnerships, companies and corporations; also to take over the assets of other loan companies; also to guarantee any investments made by them as agents as otherwise; also to invest all moneys entrusted to the company for investment upon the security of or in the purchase of annuities, mortgages upon lands and leasehold property or the debentures of cities, towns, villages or rural municipalities or school districts or public school boards, or any bonds or debentures of any corporation or company; also to sell, pledge or mortgage any mortgage or other security or any real or personal property held by the company from time to time, and to make and execute all requisite conveyances and assurances in respect thereof; also to make, enter into, deliver, accept and receive all deeds, conveyances, assurances, transfers, assignments, grants and contracts necessary to carry the provisions of this Act into effect so as to promote the objects and designs of the said company; and, for and in respect of all or any of the services, duties and trusts herein before mentioned, to charge and to be allowed to collect and receive all proper remuneration, legal, usual and customary charges, costs and expenses.

Security for trust invest

ments.

May act as executor, administrator, trustee, &c.

by Court.

(b) The company is hereby empowered to act as an agency company, and either on its own behalf or for and on behalf of others who shall entrust it with money for that purpose, to lend and advance money to any person or persons upon such securities as are mentioned in section 3 of this Act, upon such terms and upon such other security as to the company shall appear satisfactory; and the conditions of such loans and advances may be enforced by the company for its benefit or for the benefit of the person or persons, corporation or corporations for whom such money has been lent and advanced; and the company shall have the same power in respect of said loans and advances made from its own capital; and it may also guarantee either the repayment of the interest or principal, or both, of any moneys entrusted to the company for investment; and for all and every and any of the foregoing purposes may lay out any money so entrusted to it as aforesaid; and the company is also empowered to do, assent to and exercise all acts whatsoever in the opinion of the directors of the company for the time being requisite or expedient to be done in regard thereto.

5. The said company is also authorized to accept and execute the office of executor, administrator, administrator de bonis non, or with the will annexed, liquidator, trustee, receiver, curator, assignee, official guardian, official administrator, assignee or trustee for creditors, or guardian ad litem, guardian of any minor or committee of any lunatic; and in all cases when application shall be made to any Court of the Province of Manitoba for the appointment of any executor, trustee, receiver, guardian, administrator, Appointment administrator de bonis non, or committee of any lunatic, it shall be lawful for any such Court to appoint the said company (subject as hereinafter provided), with their consent, to hold such office or offices; and the accounts of the said company, as such executor, administrator de bonis non, trustee, receiver, assignee, guardian or committee, shall be regularly settled and adjusted by the proper officers or tribunals; and all proper, legal, usual and customary charges, costs and expenses shall be allowed to the said company for the care and management of the estates so committed to them; in case of such appointment by any Court the said company shall not be required to give any security, but such Court, if it deems necessary, may from Investigation time to time appoint a suitable person to investigate the company by affairs and management of said company, who shall report order of Court, thereon to such Court and regarding the security afforded

Without security.

of affairs of

to those by or for whom its engagements are held, and the expenses of such investigation shall be defrayed by the said company, or the Court may if deemed necessary examine

appointed by

the officers or directors of the said company under oath or affirmation as to the security aforesaid; it shall also be by inspector competent for the Lieutenant-Governor-in-Council from government. time to time, when he shall deem it expedient, to appoint any inspector to examine the affairs of the said company and to report to him on the security afforded by those by and for whom its engagements are held as aforesaid, and the expenses of such investigation shall be borne by the said company. The company shall not be entitled to do when combusiness under this section until at least one hundred thou-begin to sand dollars of the company's stock shall have been bona fide exercise trust subscribed and thirty-five thousand dollars paid on the stock so subscribed.

may

powers.

stock.

6. The company may issue debentures and debenture Issue of stock, which debenture stock shall be treated and considered debentures or as a part of the regular debenture debt of the company, and may be issued in such amounts and manner, on such terms and bearing such rate of interest, and in such currency, as the directors from time to time think proper and convenient, but, subject to the limitations as to borrowing hereinafter provided, so that the amounts received as moneys deposited and borrowed on the security of debentures. and of debenture stock shall not in the whole exceed the aggregate amounts fixed by the next following section.

deposits.

7. As soon as the said company has a paid up capital Receipt of of not less than fifty thousand dollars in fixed and permanent stock, debentures may be issued and deposits received to such an amount as, with all the other liabilities of the company, shall not exceed double the amount of the Limitation of paid up, unimpaired, fixed and permanent capital, together amount that with a further sum which may be equal to but shall not borrowed by deposits and exceed the amount unpaid on the subscribed, fixed and per- debentures. manent capital, on which not less than ten per cent. has been paid, provided that in no case shall the total liabili ties to the public exceed three times the amount of the fixed and permanent subscribed shares in the company on which at least ten per cent. has been paid. In this section the words "liabilities of the company" or ii total liabilities of the company " shall be taken to mean, and are hereby declared to mean, only the liabilities of the company to the public, and shall not include the liabilities of the company to its shareholders as such in respect of its capital stock or otherwise. In all computations of liabilities, and in all other computations for the purpose of this section, reference shall be had to the aggregate business of the company and not merely to its business transacted in any one or more of the Provinces.

What real estate may be held.

Acquisition of mortgages, &c.

General borrowing powers.

Form of debentures.

General lending powers.

Interest.

8. The company may hold such real estate as may be necessary for the transaction of its business, or, being mortgaged or hypothecated to it, may be acquired by it for the protection, of its investments; and may from time to time sell, mortgage, lease or otherwise effectually disof the same.

pose

9. It shall be lawful for the company to acquire, by purchase or otherwise, mortgages upon real estate and debentures of municipal or other corporations or school districts, issued under statutory authority, and to re-sell the same at such time and in such manner as to it may seem expedient.

10. The directors may from time to time, with the consent of the company in general meeting, borrow money on behalf of the company, at such rates of interest and upon such terms, as they may from time to time think proper; and the directors may for that purpose make and execute any mortgages, bonds or other instruments, under the common seal of the company, for sums of not less than one hundred dollars each; or assign, transfer, or deposit, by way of equitable mortgage or otherwise, any of the documents of title, deeds, muniments, securities or property of the company, and either with or without powers of sale or other special provisions, as the directors shall deem expedient.

11. The debentures to be issued under the authority of this Act shall be in such legal form as the directors shall decide upon.

12. It shall be lawful for the company, in exercising the powers conferred by this Act, as agents on behalf of others, to lend money on any security authorized under this Act, and purchase mortgages, debentures of municipal or other corporations, the stock of incorporated banks, and other security or evidences of debt, and the same to resell, as it may deem advisable, and for the purpose to execute such assignments or other instruments as may be necessary for carrying the same into effect.

13. The company may stipulate for, demand and receive in advance, half yearly or otherwise, the interest from time to time accruing on any loans granted by the company; and may also receive an annual payment on any Sinking fund. loan by way of a sinking fund for the gradual extinction. of such loan, upon such terms and in such manner as may be regulated by the by-laws of the company.

directors.

boards in other

directors.

directors

14. The business of the company shall be managed by Board of a board of not less than five nor more than nine directors, Number. each of whom shall be a holder of stock in the company of not less than five hundred dollars. The company Advisory may also appoint or elect an advisory board in any of the provinces. Provinces or Territories of Canada wherein the company may be licensed to transact business (whose duties shall be defined by the by-laws of the company), and the persons Provisional named in section 1 of this Act shall be directors of the company until replaced by others duly elected in their stead, and such directors may exercise all such powers, Powers of the give all such consents, make all such arrangements and generally. generally do all such acts and things as are or shall be by any by-laws of the company directed to be authorized, given, made or done by the company, and are not thereby expressly directed to be exercised, given, made or done by the company in general meeting; but subject nevertheless to the provisions of such by-laws, and subject also to such regulations (if any) as may from time to time be prescribed by the company in general meeting, but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made.

directors valid

defectively appointed or disqualified.

15. The acts of the directors or of any committee Acts of appointed by the directors shall, notwithstanding that it although may afterwards be discovered that there was some defect in the appointment of any such director or member of any such commitee, or that they or any of them were or was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director.

indemnified

anything done

of office.

16. Every director of the company and his heirs, Directors executors and administrators, and his and their estate and against conseeffects respectively, shall from time to time, and at all quences of times, be indemnified and saved harmless out of the funds in execution of the company from and against all costs, charges and expenses whatsoever which he shall or may sustain or incur in or about any action, suit or proceeding which shall be brought or commenced, or prosecuted, against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and also from and against all other costs, charges and expenses which he shall sustain or incur in or about or in relation to the affairs thereof; he shall be chargeable with only so much money as he shall actually receive, and shall not be answerable or accountable for his co-directors or any or either of them, but each for his own acts, deeds and defaults only.