Sec. 11 of 37 V., c 104, amended.

Sec. 12 of 37

V., c. 104, amended.

Provision when the transmission

of shares or

by decease.

S. The eleventh section of the said Act is hereby amended by striking out the words "five hundred thousand," and substituting therefor the words "two million."

9. The twelfth section of the said Act is hereby amended by adding thereto the following words, namely:

"If the transmission of any share or shares in the capital stock of the Company, or of any debenture or debentures, issued by the Company, shall be by decease of any debentures is shareholder or holder or owner thereof respectively, the production to the Directors and deposit with them of any probate or certified copy of any probate of the will of the deceased shareholder, holder or owner aforesaid, or letters of administration or certified copy of letters of administration of his or her estate, granted by any court in this Dominion having power to grant such probate, or of letters of administration, or by any probate, prerogative, diocesan or peculiar court or authority in England, Wales, Ireland, India or any British Colony or of any testament testamentary or testament dative expede in Scotland or if the deceased shareholder or holder or owner aforesaid shall have died out of Her Majesty's Dominions, the production to and deposit with the Directors of any such probate or letters of administration or certified copy thereof as aforesaid, or other document of like import or certified copy thereof, granted by any court or authority having the requisite power in such matter shall be sufficient justification and authority to the Directors for paying any dividend or transferring or authorizing the transfer of any share or for paying any debenture, or the interest thereon in pursuance of and in conformity with such probate or letters of administration or other such document as aforesaid."

See. 28 of 37 V., c. 104, amended.

Sec. 35 of 37 V. c. 104, repealed.

Sec. 38 of 37 V., c. 104, repealed, and a new section

substituted.

When the first meeting for

10. The twenty-eighth section of the said Act is hereby amended by striking out the word "shall," and substituting in lieu thereof the word "may" and by adding thereto the words "or in such manner or form as the Company may, from time to time, by by-law direct or determine."

11. The thirty-fifth section of the said Act is hereby repealed.

12. The thirty-eighth section of the said Act is hereby repealed, and the following section is hereby enacted in its place, that is to say :

"38. When and so soon as one hundred thousand dollars of the capital stock shall have been subscribed, and fifty thousand

of Directors

thousand dollars shall have been paid in, the Provisional the election Directors of the said Company may call a general meeting shall be held. of shareholders at some place to be named, in the City of Toronto or Ottawa, giving at least twenty days' notice by publication at least three times in some daily newspaper published in the said city; at which general meeting the share- Number and holders present in person or by proxy shall elect not less than term of office five nor more than thirteen Directors in the manner and qualified as hereinafter provided, who shall constitute a Board of Directors, and shall hold office until the third Wednesday in January in the year following their election."

of Directors.

13. The thirty-ninth section of the said Act is hereby Sec. 39 of 37 repealed, and the following section and sub-section cre V. c. 104, hereby put in its place, that is to say :

repealed, and a new section substituted.

President and

"39. The business of the Company shall be managed by Election of a Board of not less than five nor more than thirteen Directors, Directors, one of whom shall be chosen President and one Vice-Pre- Vice-Presisident, who, except as hereinbefore provided for, shall hold dent for office for one year; which Directors shall be shareholders, of Company's management and shall be elected at the annual general meeting of share- business. holders, to be holden at the City of Toronto, on the third Wednesday in January in each year or such other day as may be appointed by by-law,-not less than twenty days' notice of such meeting being given in the manner provided

how.

Provision in

votes.

by the next preceding section; and the said election shall By whom be held and made by such of the shareholders present in niade, and person or by proxy as shall have paid all calls made by the Directors and then due, and all such elections shall be by ballot, and the persons who shall have the greatest number of votes at any such election shall be Directors, except as hereinafter directed; and if two or more persons have an equal number of votes, so that a greater number of persons case of shall appear to be chosen as Directors than is required then equality of the Directors who shall have the greater number of votes or the majority of them, shall determine which of the said persons so having an equal number of votes shall be the Director or Directors, so as to complete the required number; and the said Directors, as soon as may be after the said election, shall proceed, by open vote, to elect one of their President. number to be the President and one to be the Vice-President; and if any vacancy should, at any time, happen amongst Vacancies the said Directors by death, resignation, removal or disqua- how filled. lification during the current year of office, such vacancy shall be filled for the remainder of the year by the remaining Directors, or a majority of them, electing in such place or places a shareholder or shareholders eligible for such office: Provided always, that no person shall be eligible to be or Proviso: continue as Director unless he shall hold in his name and qualification

for

Election of

of Directors.

Increase or decrease of number of Directors. Proviso.

Sec. 42 of 37 V., c. 104, amended.

Sec. 44 of 37 V., c. 104, amended.

Sec. 45 of 37 V., c. 104, repealed.

New provis

dends. Proviso for

for his own use, stock in the said Company to the amount of forty shares (whereof at least twenty per cent. shall have been paid in) and shall have paid all calls made upon his stock and all liability incurred by him to the Company."

2. The Company may, by by-law, increase to not more than thirteen, or decrease to not less than five the number of its Directors: Provided that no by-law for the said purpose shall be valid or acted upon, unless it be sanctioned by a vote of not less than two-thirds in value of the shareholders present, in person or represented by proxy, at a general meeting duly called for considering the by-law.

14. The forty-second section of the said Act is hereby amended by inserting after the word "Directors," in the twelfth line the words "and the number of such Directors required to form a quorum for the transaction of business."

15. The forty-fourth section of the said Act is hereby amended by inserting after the word "Directors" in the first line the words "until otherwise provided by by-law of the Company."

16. The forty-fifth section of the said Act is hereby repealed; and it is enacted in lieu thereof that it shall be the duty of the Directors to declare and make half-yearly ion as to divi- dividends of so much of the profits of the Company, as to them or a quorum of them may seem advisable; but before reserved fund. declaring any dividend, the Directors may, if they think fit from time to time, set apart from and out of the profits of the Company such sum as they may think advisable for the purpose of forming a rest or reserved fund to meet contingencies, or for promoting the objects and purposes for which the Company is incorporated.

Sec. 48 of 37 V., c. 104, amended.

Sec. 49 of 37 V., c 104, amended.

Sec. 51 of 37 V., c. 104, amended.

17. The forty-eighth section of the said Act is amended by inserting before the word "notice" the word "public," and by striking out the words "to each member," and substituting therefor the words "at least ten days previous to the payment thereof "

18. The forty-ninth section of the said Act, is hereby amended by striking out the word "Ottawa," and substituting therefor the word "Toronto."

19. The fifty-first section of the said Act, is hereby amended by inserting after the word "addressed," the words "sufficiently prepaid.'

V., c. 104,

20. The fifty-fifth section is hereby amended by striking Sec. 55 of 37 out the words "day of the date thereof," and inserting in amended. lieu thereof "thirty-first day of December previous.”

21. The following sections are hereby added to the said Five sections Act:

added to 37

V., c. 104.

company to

"56. It shall be lawful for the Company to unite, amal- Power to gamate and consolidate its stock, property, business and unite with franchises with the stock, property, business and franchises any similar of any other Company or Society incorporated or char- company. tered to transact a like business, or any Building, Savings or Loan Company or Society heretofore or hereafter incorporated or chartered, or to purchase and acquire the assets of any such Company or Society, and to enter into all contracts and agreements therewith necessary to such union, amalgamation, consolidation, purchase or acquisition.'

for such union

of both com

"57. The Directors of the Company and of such other Agreemeent Company or Society, may enter into a joint agreement to be made under the corporate seals of each of such corporations for by Directors the union, amalgamation or consolidation of such corpor- panies. ations, or for the purchase and acquisition by the Company of the assets of such other Company or Society, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of the Directors and other officers thereof, and who shall be the first Directors and officers thereof, the manner of converting the capital stock of each of such corporations into that of the new corporation,-with such other details as they shall deem necessary to perfect such new organization, and the union, amalgamation and consolidation of such corporations, and the after management and working thereof, or the terms and mode of payment for the assets of such other Company or Society purchased or acquired by the Company."

ments to be

Shareholders

"58. Such agreement shall be submitted to the sharehold- Such agreeers of each of such corporations, at a meeting thereof to submitted to be held separately for the purpose of taking the same into meetings of consideration. Notice of the times and places of such meet- of both comings, and the objects thereof, shall be given by written or panies sepaprinted notices addressed to each shareholder of such rately. corporations respectively, at his last known post office address or place of residence, and also by a general notice to be published in a newspaper published at the chief place of business of each of such corporations, once a week for two successive weeks. At such meetings of shareholders such agree- Proceedings at meeting ment shall be considered, and a vote by ballot taken for the for consideradoption or rejection of the same-each share entitling the ing the

holder

agreement.

And if the agreement is adopted.

Its effect.

When union

holder thereof to one vote, and the said ballots being cast in person or by proxy; and if two-thirds of the votes of all the shareholders of such corporations shall be for the adoption of such agreement, then that fact shall be certified upon the said agreement by the Secretary of each of such corporations, under the corporate seal thereof; and if the said agreement shall be so adopted at the respective meetings of the shareholders of each of such corporations, the agreement so adopted, and the said certificates thereon, shall be filed in the office of the. Secretary of State of the Dominion of Canada; and the said agreement shall from thence be taken and deemed to be the agreement and act of union, amalgamation and consolidation of such corporations, or the agreement and deed of purchase and acquisition by the Company of the assets of such company so selling, as the case may be; and a copy of such agreement so filed, and of the certificates thereon properly certified, shall be evidence of the existence of such new corporation."

59. Upon the making and perfecting of the said agreeof companies ment and act of consolidation, as provided in the next preperfected, they shall be ceding section, and the filing of the said agreement as in the one company said section provided, the several societies, parties thereto,shall be deemed and taken to be consolidated, and to form one corporation by the name in the said agreement provided, with a common seal, and shall possess all the rights, privileges and franchises of each of such corporations."

No further act or deed required for vesting as

sets, &c., cf both compa

company.

ditors of either company.

"60. Upon the consummation of such act of consolidation as aforesaid, all and singular the business, property, real, personal and mixed, and all rights and incidents appurtenant thereto, all stock, mortgages or other securities, nies in new subscriptions and other debts due on whatever account, and other things in action belonging to such corporations, or either of them, shall be taken and deemed to be transferred to and vested in such new corporation without further act Proviso as to or deed: Provided however that all rights of creditors and right of cre- liens upon the property of either of such corporations shall be unimpaired by such consolidation, and all debts, liabilities and duties of either of such corporations shall thenceforth attach to the new corporation, and be enforced against it to the same extent as if the said debts, liabilities and duties had been incurred or been contracted by it; and provided also that no action or proceeding, legal or equitable, by or against such corporations so consolidated or either of them, shall abate or be affected by such consolidation; but for all the purposes of such action or proceeding such corporations or either of them may be deemed still to exist, or the new corporation may be substituted in such action or proceeding in the place thereof."