Stock Companies Act" or any Act or Acts for which said Act was substituted, which had not the said word or contraction as a part of its name, shall be deemed to be and shall be changed accordingly.

(2) The contraction "Ltd" may be used by any company instead of the word "Limited."

(3) The company shall keep its name, including the word "Limited" or the contraction "Ltd.," painted or affixed in letters easily legible, in a conspicuous position on the outside of every office or place in which the business of the company is carried on, and shall have its name, including the said word or contraction, engraven in legible characters on its seal, and shall have its name, including the said word or contraction, in legible characters, mentioned in all notices, advertisements and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods, purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices and receipts of the company.

(4) If any company violate any of the provisions of this section it shall be liable, on summary conviction before a justice of the peace, to a penalty of twenty dollars, and for a second or subsequent offence a penalty of fifty dollars. 3 Geo. 5, c. 7, s. 1.

DIRECTORS.

24. The affairs of every such company shall be managed Number. by a board of not less than three nor more than nine directors. R.S.M. c. 30, s. 25.

directors.

25. The persons named as such in the letters patent shall First be the directors of the company, until replaced by others duly appointed in their stead. R.S.M. c. 30, s. 26.

holders.

26. No person shall be elected or appointed a director, Directors to unless he is a shareholder owning stock absolutely in his own be shareright, and not in arrear in respect of any calls thereon. R.S.M. c. 30, s. 27.

of name for

tion.

27. No person shall accept an allotment or receive a penalty for transfer of any shares in the stock of any company or cor- allowing use poration incorporated under this part, or under any statute consideraof this Province, or accept or receive any other benefit or advantage from any such company or corporation, or from any person connected with it, in consideration of allowing the use of his name as a director, trustee or member of the board

Person guilty of violation

of section 27 not to retain shares or

of management of any such company or corporation, under a penalty of not less than one hundred dollars and not more than two thousand dollars, to be recovered on summary conviction before a police magistrate or two justices of the peace. 5-6 Ed. 7, c. 14, s. 1, part.

28. No person guilty of any violation of the preceding section shall be entitled to retain or hold any shares or stock, or other benefit or advantage, allotted or transferred to or other benefit. received by him for any such consideration ás aforesaid, and all such shares or other benefit or advantage, whether in the hands of such person or of any person acquiring the same with notice or knowledge that the transferor or assignor had been guilty of any such violation, shall be illegal and of no value, and shall not confer any benefit upon the person receiving the same, and may, at the suit of the company or corporation or of any shareholder thereof, be declared by any court of competent jurisdiction to be absolutely forfeited to the company or corporation, and any such court may order that the same be restored or re-transferred or the value thereof paid to the company or corporation, together with costs of any such suit. 5-6 Ed. 7, c. 14, s. 1, part.

Suit to recover or forfeit same.

Directors to

be elected.

Term of office.

Mode of election, in default of

express provisions.

Yearly.

Thirty days' notice.

Voting.

By ballet.

29. The directors of the company shall be elected by the shareholders in general meeting of the company assembled at some place within the Province, at such times, in such wise, and for such terms, not exceeding two years, as the letters patent or, in default thereof, the by-laws of the company may prescribe. R.S.M. c. 30, s. 28.

30. In default of other express provisions in such behalf by letters patent or by by-laws of the company,

(a) such election shall take place yearly, all the members of the board retiring and, if otherwise qualified, being eligible for re-election;

(b) notice of the time and place for holding general meetings of the company shall be given at least thirty 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, and also, in the case of companies having a capital exceeding five thousand dollars, in The Manitoba Gazette.

(c) at all the 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;

(d) elections of directors shall be by ballot;

(e) vacancies occurring in the board of directors may, Vacancies. unless the by-laws otherwise direct, be filled by the board for the unexpired remainder of the term, from among the qualified shareholders of the company;

(f) the directors shall, from time to time, elect from officers. among themselves a president of the company; and shall also appoint and may remove at pleasure all other officers thereof. R.S.M. c. 30, s. 29; 4-5 Ed. 7, c. 4, s. 1.

elect direc

remedied.

31. If at any time an election of directors be not made Failure to or do not take effect at the proper time, the company shall tors, how not be held to be thereby dissolved, but such election may take place at any general meeting of the company duly called for that purpose, and the retiring directors shall continue in office until their successors are elected. R.S.M. c. 30, s. 30.

of

32. The directors of the company shall have full power Powers and in all things to administer the affairs of the company, and directors. may make or cause to be made for the company any description of contract which the company may, by law, enter into, and may, from time to time, make by-laws, not contrary to By-laws. law or to the letters patent of the company, to regulate the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, the transfer of stock, the declaration and payment of dividends, the number of the directors, their term of service, the amount of their stock qualification, the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company, their remuneration, the time at which and place where the annual meetings of the company shall be held, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirement as to proxies, and the procedure in all things at such meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the company, and may, from time to time, repeal, amend or reenact the same.

of by-laws.

(2) Every such by-law, and every repeal, amendment or Confirmation re-enactment thereof, unless in the meantime confirmed at a general meeting of the company duly called for that purpose, shall only have force until the next annual meeting of the company, and, in default of confirmation thereat, shall, at and from that time only, cease to have force, and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the company.

Special general meetings.

Disposal of stock.

Payment to president or director.

Repealing

and amending by-laws.

Directors

may nominate persons to act in

their places for limited time.

Liability of directors declaring a dividend when company is in

solvent, etc.

tor may avoid liability.

(3) One-fourth part in value of the shareholders of the company shall at all times have the right to call a special meeting thereof for the transaction of any business specified in such written requisition and notice as they may issue to that effect.

(4) No by-law for the allotment or sale of stock at any greater discount, or at any less premium, than what had been previously authorized at a general meeting, or for the payment of the president or any director, shall be valid or acted upon, until the same has been confirmed at an annual meeting or a special general meeting.

(5) The shareholders, at any general meeting duly called for that purpose, may repeal, amend or re-enact any by-law. R.S.M. c. 30, s. 31; 3 Geo. 5, c. 7, s. 7.

33. Each director shall have power to nominate any other director, or any person approved for that purpose by the other directors of the company, to act as alternate director in his place for any period or successive periods, not exceeding six calendar months each, and at his discretion to remove such alternate director, and on such appointment being made the alternate director shall be subject in all respects to the terms and conditions subsisting with reference to the other directors of the company, and the director so nominating shall not be responsible for the acts and defaults of the alternate director so nominated. 1 Geo. 5, c. 8, s. 3.

34. The directors of the company shall not declare or pay any dividend when the company is insolvent, or any dividend, the payment of which renders the company insolvent or diminshes the capital stock thereof, but if any director present when such dividend is declared do forthwith, How a direc- or if any director then absent do within twenty-four hours after he shall become aware thereof and able so to do, enter in the minutes of the board of directors his protest against the same, and within eight days thereafter publish the same in at least one newspaper published at, or as near as may be possible to, the office or chief place of business of the company, such director may thereby, and not otherwise, exonerate himself from liability. R.S.M. c. 30, s. 32.

Liability of directors for wages.

35. The directors of the company shall be jointly and severally liable to the laborers, servants and apprentices thereof, excluding the officers of the company, for all debts not exceeding one year's wages due for services performed for the company whilst they are such directors respectively, but no director shall be liable in an action therefor, unless

the company has been sued therefor within one year after the debt became due, nor yet unless such director is sued therefor within one year from the time when he ceased to be such director, nor yet before an execution against the company has been returned unsatisfied in whole or in part, and the amount due on such execution shall be the amount recoverable with costs against the directors. R.S.M. c. 30, s. 33.

CAPITAL STOCK- -SHARES.

of stock.

36. If the letters patent make no other definite provision, Allotment the stock of the company, so far as it is not allotted thereby, shall be allotted when and as the directors by by-law or otherwise may ordain. R.S.M. c. 30, s. 34.

Directors may make

37. The directors of the company, if they see fit at any time, may make a by-law sub-dividing the existing shares by-laws to into shares of a smaller amount. R.S.M. c. 30, s. 35.

sub-divide shares.

increase

38. The directors of the company, if they see fit, at any Also to time after the whole capital stock of the company shall have capital stock. been taken up and 30 per centum thereon paid in, but not sooner, may make a by-law for increasing the capital stock of the company to any amount which they may consider requisite to the due carrying out of the objects of the company. R.S.M. c. 30, s. 36.

by-law shall

39. Such by-law shall declare the number and value of What such the shares of the new stock, and may prescribe the manner provide. in which the same shall be allotted, and, in default of its so doing, the control of such allotment shall be held to vest absolutely in the directors. R.S.M. c. 30, s. 37.

capital stock.

40. The directors of the company, if they see fit at any and to time, may make a by-law for decreasing the capital stock of decrease the company to any amount which they may consider sufficient in order to the due carrying out of the undertaking of the company, and advisable, but such by-law shall declare the number and value of the shares so decreased and the allotment thereof, or the rule or rules by which the same shall be made. R.S.M. c. 30, s. 38.

increase or

capital stock

sion of shares

41. No by-law, however, for increasing or decreasing the shareholders capital stock of the company, or sub-dividing the shares, shall to sanction have any force or effect whatever, until it shall have been decrease of sanctioned by a vote of not less than two-thirds in value of the or sub-divishareholders then present or represented by proxy, at a by two-thirds general meeting of the company duly called to consider the value vote. same, and afterwards confirmed by supplementary letters patent. R.S.M. c. 30, s. 39; 3 Ed. 7, c. 7, s. 5.

the