Proviso: ing of direc provisional directors, to be held at the town of Buckingham aforesaid, at such times as they determine: Provided that notice of meet- notice in writing, signed by the provisional directors calling any such meeting, of the date and place of holding it, shall be mailed by registered letter to the address of each of the other directors not less than ten days previous to the date of such meeting. tors. Quorum. Borrowing powers. Bonding powers. Proviso: amount of bonds, &c., limited. Limitation. 2. A majority of the provisional directors shall form a quorum. 13. The directors of the Company, under the authority of the shareholders given at any special meeting called for the purpose, or at any annual meeting of the Company,-at which meeting shareholders representing at least two-thirds in value of the issued capital stock of the Company, are present in person or represented by proxy,-may from time to time, at their discretion, borrow moneys for the purposes of the Company and secure the repayment of any of the moneys so borrowed or any other moneys owing by the Company in such manner and upon such terms and conditions as they see fit, and in particular by the mortgage, pledge, hypothecation, or charge of or on all or any of the assets and property of the Company. 14. The directors of the Company, under the authority of the shareholders given at any general meeting called for the purpose, or at any annual meeting of the Company,―at which meeting shareholders representing at least two-thirds in value of the issued capital stock of the Company, which shall not be less than one hundred thousand dollars, are present in person or represented by proxy,-may also, from time to time, create and issue debentures, bearing such rate of interest as is agreed upon, for sums of not less than one hundred dollars each, signed by the president or other presiding officer, under the seal of the Company, and countersigned by the secretary, and payable to bearer or order; and the said directors may deliver the said debentures for the purposes of the Company, and may sell or pledge them for the purpose of borrowing money or for paying or securing the indebtedness of the Company: Provided that the total amount of debentures at any time outstanding shall not exceed five hundred thousand dollars; and the said debentures and interest thereon, if intended to be secured, may be secured by mortgage upon such of the property and assets of the Company as are described in the mortgage deed, and such mortgage deed may give to the holders of the said debentures, or the trustee or trustees for such holder, named in such mortgage deed, such powers, powers of sale, rights and remedies as are specified in such mortgage deed: Provided, however, that the total amount borrowed under the provisions of this and the next preceding section, shall not at any one time exceed the sum of seven hundred and fifty thousand dollars. cancies among 15. The directors and provisional directors of the Company Effect of vamay act, notwithstanding any vacancy in their number: Pro- directors. vided that if the number falls below three the said directors. shall not, except for the purpose of filling vacancies, have power to act so long as the number is below the said minimum. ers. 16. At any time after the passing of this Act, the provisional First meeting directors, or any three of them, may call a general meeting of of sharehold the shareholders of the Company, to be held at the town of Buckingham, at such time as they determine, for the purpose of passing or ratifying the by-laws of the Company, of electing directors, and of considering and determining upon any other business specified in the notice calling such meeting; and a Notice. notice in writing signed by the provisional directors calling any such meeting, of the date and place of holding it, mailed by registered letter to the address of each shareholder not less than ten days previously, shall be deemed sufficient notice of such meeting. 17. Section eighteen of The Companies Clauses Act shall R.S.C., c. 118. not apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. CHAP. 91. An Act to amend the Act to incorporate the Nova [Assented to 28th June, 1895.] WHEREAS the Nova Scotia Steel Company, Limited, has Preamble.. by its petition prayed for the passing of an Act to amend the Act of incorporation of the Company, chapter one hundred 1894, c. 117.. and seventeen of the Statutes of 1894, and to confer certain additional powers on the Company as hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: ed. 1. The sale, as set out in an indenture dated the thirty-first Sale confirmday of December, one thousand eight hundred and ninety-four, made between the Nova Scotia Steel and Forge Company, Limited, and the Nova Scotia Steel Company, Limited, of all the business, franchises, undertaking, property, rights, privileges and assets of the Nova Scotia Steel and Forge Company, Limited, to the Nova Scotia Steel Company, Limited, under the provisions of chapter one hundred and seventeen of the Statutes of 1894, is hereby confirmed. amended. 2. Section ten of the said Act, chapter one hundred and Section 10, seventeen of the Statutes of 1894, is hereby amended by strik- c. 117 of 1894,. ing out paragraph (b), and substituting the following therefor: "(b.) hypothecate, mortgage or pledge the real and personal property and the railway franchises of the Company, or any part thereof, to secure any sums borrowed by the Company." SCHEDULE. This indenture made this thirty-first day of December, in the year of our Lord one thousand eight hundred and ninetyfour, between the "Nova Scotia Steel and Forge Company, Limited," a body corporate, having its head office at New Glasgow, in the county of Pictou, province of Nova Scotia, 221 hereinafter hereinafter called the "Steel and Forge Company," of the first part; and "The Nova Scotia Steel Company, Limited," a body corporate, having its head office at New Glasgow aforesaid, hereinafter called the "Steel Company," of the second part. Whereas, by virtue of chapter 117, 57 and 58 Victoria, Statutes of Canada, entitled "An Act to incorporate the Nova Scotia Steel Company, Limited," the said "Steel Company" was incorporated, and was granted by said Act, among other powers, rights and privileges, the powers, rights and privileges set forth and declared in sections "8" and "9" of said Act, which said sections are in the words following, that is to say Section "8." "The Company" (meaning "The Nova Scotia Steel Company, Limited")" may purchase, lease, or otherwise acquire and take over as going concerns, in whole or in part, upon such terms as may be agreed upon with the other companies hereinafter mentioned respectively, and may thereafter hold, exercise and enjoy the business, franchises, undertaking, property, rights, powers, privileges and assets or any of them of the New Glasgow Iron, Coal and Railway Company (Limited), and the Nova Scotia Steel and Forge Company (Limited), or of either of the said companies, and may pay the consideration therefor either wholly or partly in cash, or wholly or partly in capital stock of the Company paid up or partly paid up or issued as wholly or partly paid up, and whether subscribed for or not, or wholly or partly in debentures of the Company, or otherwise, as is agreed upon; or may, upon such terms as are agreed upon between them respectively, enter into and carry out any arrangement with either or both of such other companies for the working or carrying on by the Company of the business of either or both of such other companies; and in the event of such purchase, lease or other mode of acquirement or working arrangement being entered into, may also undertake, assume, pay, or guarantee all or any of the obligations, liabilities, contracts and engagements of the said New Glasgow Iron, Coal and Railway Company (Limited) and the Nova Scotia Steel and Forge Company (Limited), or of either of them, or affecting the assets and property of the said companies or of either of them; and may also subscribe for, purchase or otherwise acquire, and may hold and dispose of the shares, debentures or other securities of the said companies, or either of them, in connection with any transaction entered into with the said other companies, or either of them, or otherwise, under this section Provided always, that after such amalgamation the companies herein mentioned shall no longer exercise their corporate powers, or make use of their corporate name, for any purpose, except for the purpose of supporting and carrying into effect the said sale, or other absolute transfer and winding up of their affairs." 66 Section 9." "The directors of the Company" (meaning "The Nova Scotia Steel Company, Limited ")"may make and 222 issue |