pany may When com- dred thousand dollars shall be subscribed and twenty-five thousand dollars paid thereon before the company shall go into operation. commence business. Management by officers 4. The officers of the said company shall be appointed in according to accordance with the rules and regulations of the said company, and the property, affairs and concerns of the said company shall be managed by the officers and in the manner provided in and by the said rules and regulations thereof. rules and regulations. Which shall be binding. 5. All rules, by-laws and regulations of the said company lawfully made shall be binding in law as regards the company under this Act, its directors, shareholders and borrowers. Investments. 6. The company is hereby empowered to lay out and invest its capital, in the first place, in paying and discharging all costs, charges and expenses incurred in applying for and obtaining this Act, and all other expenses preparatory or relating thereto, costs of organizing the company, and commissions and costs paid for selling stock, or obtaining subscriptions for the same, and the remainder of such capital and accumulated profits, or so much thereof as may from time to time be deemed necessary, in the manner and for the purposes hereinafter mentioned, that is to say, the company may, from time to time, lend and advance money by way of loans on the security of real estate, or on the public securities of the Dominion of Canada, or on the securities of the various Provinces of the Dominion of Canada, or on the debentures of any municipal or school corporation issued under any statutory authority, and upon such terms and conditions as the company shall deem satisfactory or expedient, with power to do all acts that may be necessary for the advancing of such sums of money, or for taking security for the repayment thereof, and for receiving and obtaining thereof and for compelling, either by foreclosure or sale, or otherwise, the payment of principal and of all interest (if any) accruing from such sums so advanced, and other sums chargeable, and for the fulfillment of any condition annexed to such advance, or any forfeiture of any term, for non-payment or the non-fulfil ment of any of such conditions, and to give receipts and acquittances and discharges for the same, either wholly and absolutely or partially; and for all and every and any of the foregoing purposes, and for every other purpose, and for every other purpose in this Act mentioned or referred to, the company may lay out and apply any of the moneys authorized to be hereafter raised by the company in addition to its capital for the time being; with power to do, authorize and exercise all acts and powers whatsoever in the opinion of the directors of the company requisite or expedient to be done or exercised in relation thereto, not inconsistent with this Act or the laws of the Province. and stock in amounts. 7. The company may issue debentures and debenture Issue of stock, which debenture stock shall be treated and considered debentures as a part of the regular debenture debt of the company, and debenture may be issued in such amounts and manner, on such terms limited and bearing such rate of interest, and in such currency, as the directors from time to time think proper and convenient, and may take money on deposit, subject to the limitations as to borrowing hereinafter provided, so that the amounts received as moneys deposited and borrowed on the security of debentures or debenture stock shall not in the whole exceed the aggregate amounts fixed by section 8 hereof. amount of to be issued posits re 8. Provided that, and as soon as the said company has a Limitation paid-up capital of not less than one hundred thousand dollars of total in fixed and permanent stock, debentures may be issued and debentures deposits received to such an amount as, with all the other and deliabilities of the company, may be equal to double the amount ceived. of the paid-up, unimpaired, fixed and permanent capital, together with a further sum which may be equal to but shall not exceed the amount unpaid on the subscribed, fixed and permanent capital on which not less than ten per cent. has been paid; provided that in no case shall the total liabilities 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 "liabilities Liabilities of the company or total liabilities of the company" shall include be taken to mean, and are hereby declared to mean, only the capital liabilities of the company to the public, and shall not include the liability 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. 66 not to paid up. Powers as real estate. 9. The company may hold such real estate as may be necessary for the transaction of its business or as, being mort- to holding gaged 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 dispose of the same. May deal in mortgages and debentures. Borrowing powers. Security for loans. Form of debentures to be issued. As to repayment of by company. 10. It shall be lawful for the company to acquire, by purchase or otherwise, mortgages upon real estate and debentures of municipal or school corporations, issued under statutory authority, and to re-sell the same at such time and in such manner as to it may seem expedient. 11. The directors may from time to time, with the consent of the shareholders 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, debentures, bonds or other instruments, under the common seal of the company, for sums of not less than one hundred dollars each, and may secure the same by trust deed or mortgage, which shall form a floating charge upon the assets of the company therein referred to; or assign, transfer or deposit, by way of equitable mortgage or otherwise, any of the documents or 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. 12. The debentures to be issued under the authority of this Act shall be made payable to bearer or otherwise, and in such legal form as the directors shall decide upon. 13. The company may stipulate for, demand and reloans made ceive, in advance, half-yearly or otherwise, the interest from time to time accruing on any loans granted by the company; and may also receive periodical payments on any loans 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. Management by board of directors. Powers of board. 14. The business of the company shall be managed by a board of not less than five nor more than nine directors, each of whom shall be the holder of not less than one thousand dollars of stock in the company; and the persons named in the recital of this Act shall be the provisional directors of the company until replaced by others duly elected in their stead, and such directors may exercise all such powers, give all such consents, make all such arrangements and agreements and generally do all such acts and things as are or shall be by any by-laws of the company, or articles 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 regulations meeting. meeting, but subject nevertheless to the provisions of such Subject to Acts, by-laws and articles, and subject also to such regula- by general tions (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. meeting of to be called election of replace 15. As soon as not less than one hundred thousand dol- When first lars of the ordinary stock has been subscribed, and not less shareholders than twenty-five thousand dollars of that amount paid into for some chartered bank of Canada, the provisional directors may directors to call a general meeting of the shareholders at some place to provisional be named in the City of Winnipeg, in the Province of Mani- directors. toba, at which meeting shall be elected the board of directors of the company, who shall hold office until their successors are appointed, and upon the election of such board the functions of the provisional directors shall cease and the company may commence business. directors to notwith 16. The acts of the directors or of any of the committees Acts of appointed by the directors shall, notwithstanding that it may be valid afterwards be discovered that there was some defect in the standing appointment of any such director or member or of any such defect in committee, 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. appointment or disqualification. Powers of directors as of by-laws, 17. The directors of the company shall have full power in all things to administer the affairs of the company, and to enactment may make, or cause to be made, for the company, any description of contract which it may by law enter into, and may from time to time make by-laws not contrary to law or to this Act, and may from time to time repeal, amend or re-enact any by-law, but every such by-law and every such repeal, amendment or 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 subject to meeting of the company, and, in default of confirmation by sharethereof, 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. confirmation holders. special meetings. (a) Provided that always one-fourth in number of Calling of the shareholders of the company shall at all times have the general. 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. Directors may act by (b) The directors may act by resolution, without the necessity for a by-law, in all matters other than any matters herein prescribed to be done by by-law; the directors may pass by-laws for the regulation of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the sale of stock for nonpayment, the transfer of stock, the declaration and payment of dividends, the number of directors, the time at which and where the annual meetings of the company shall be held, the calling of meetings (regular and special) of the by-laws that board of directors and of the company, the quorum, the re Nature of may be made by directors. Election of directors. To be annual. Notice of meeting. Ballot. Filling yacancies. President and vicepresident. Company not dissolved by failure to elect at proper time. As to payments of dividends when quirement of proxies and procedure in all things at such meetings, and the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law. 18. Directors of the company shall be elected by the shareholders in general meeting of the company, assembled at some place within the Province of Manitoba. (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 previcus thereto, in some newspaper published in Winnipeg. (c) Election of directors shall be by ballot. (d) Vacancies occurring in the board of directors may, 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. (e) The directors shall from time to time elect from among themselves a president and one or more vice-presidents of the company; and shall also appoint and may remove at pleasure all other officers thereof. 19. If at any time an election of directors be not made or do not take effect at the proper time, the company shall not be held to be thereby dissolved; but such an 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. 20. The directors of the company shall not declare or pay any dividend when the company is insolvent, or any dividend unwarranted. the payment of which renders the company insolvent or diminishes the capital stock thereof; but if any directors present when such dividend is declared do forthwith, or if any director then absent do within twenty-four hours after |