5. The number of directors of the said company shall be as the by-laws of the company shall fix from time to time, but not less than five. 6. The first directors of the company shall be William Rees Brock, William Henry Beatty, Hugh N. Baird, Duncan Coulson, L. J. Forget, George Gooderham, Edward Gurney, John Hoskin, Andrew S. Irving, Robert Jaffray, Albert E. Kemp, John Woodburn Langmuir, Wilmot D. Matthews, John Herbert Mason, Edmond B. Osler, Byron E. Walker, Daniel R. Wilkie, and Frederick Wyld. 7. The directors (as well before as after the meeting of the shareholders) may pay, or agree to pay, in paid-up stock or in bonds of the said company, or in both, such sums as they may deem expedient to engineers or contractors or for purchase of land or material or plant or the construction or equipment of their buildings and works or any part thereof, and also for the services of promoters or other persons who may be employed by the directors for the purpose of assisting the directors in the furtherance of the undertaking and for any purpose mentioned in the agreement set out in the schedule hereto. 8. The directors shall have power to issue bonds and secure the same as provided for in the agreement set out in the schedule hereto, and any further sanction of the shareholders shall not be requisite thereto. 9. The agreement respecting the promotion and formation of said company and otherwise in respect thereof, a copy whereof is appended hereto, and marked as Schedule A, is hereby confirmed and declared to be valid and binding on all persons, firms and corporations who have become, or shall hereafter become, parties thereto, according to the tenor thereof, or to the like effect. SCHEDULE A. (Section 9.) THE TORONTO HOTEL COMPANY.-CAPITAL $1,500,000. Provisional Directors: William Rees Brock, William Henry Beatty, Hugh N. Baird, Duncan Coulson, L. J. Forget, George Gooderham, Edward Gurney, John Hoskin, Andrew S. Irving, Robert Jaffray, Albert E. Kemp, John Woodburn Langmuir, Wilmot D. Matthews, John Herbert Mason, Edmond B. Osler, Byron E. Walker, David R. Wilkie and Frederick Wyld. Trustees: The Toronto General Trusts Company and The National Trust Company, of Ontario, Limited. Agreement made this eleventh day of January, one thousand eight hundred and ninety-nine, between the several persons, firms and corporations whose names are hereunto subscribed, hereinafter called the subscribers of the first part, and George Gooderham, Edward Gurney and Emilius Jarvis, all of the city of Toronto, of the second part. Whereas the said Emilius Jarvis has been engaged in promoting the formation of a company for the purchase of land and the erection of a first-class hotel in the city of Toronto; and whereas the subscribers hereto have agreed with the said George Gooderham, Edward Gurney and Emilius Jarvis to subscribe for stock and mortgage bonds of the company as hereinafter provided:-- Now therefore this indenture witnesseth that the said subscribers, for themselves and their respective executors and administrators or successors severally, in consideration of the promoting of the said enterprise, agree with the said George Gooderham, Edward Gurney and Emilius Jarvis, their executors, administrators and assigns, that upon the said company being incorporated and upon a resolution being passed by the directors declaring that in their opinion the company is in a position to effectually proceed with the said enterprise, they will pay to them or to their assigns yearly, for the period of twenty years from the first day of January, 1899, the annual sum set out in the appendix hereto executed by each subscriber respectively, the first of such payments to be made in fifteen days after the passing of the said resolution, and the subsequent payments on the second day of July in each year, commencing on the second day of July, 1900. Upon the said company being incorporated and a resolution passed by the directors as above mentioned, the said George Gooderham, Edward Gurney and Æmilius Jarvis shall assign the said several subscriptions or agreements to the said company. And it is hereby agreed that the company shall be incorporated and its stock and bond issues arranged, and the other affairs of the company settled in the following general manner, subject to such changes as may be found expedient and be agreed to by a majority of two-thirds in value of the subscribers hereto present, in person or by proxy, at any meeting called by notice to each subscriber, mailed to his address, or supposed address, at least five days before the time appointed. for such meeting. The capital stock of said company to be one million five hundred thousand dollars, of which a sufficient number of fully paid-up shares (not exceeding ten shares to each one) are to be issued to persons named as directors of the company prior to the first meeting of shareholders, to enable such persons to qualify as such directors. The purchase of the land and erection of a hotel thereon and furnishing thereof, and other expenses and outlays which may be requisite to be made in promoting and carrying out the said enterprise, to be provided for by the issue of mortgage bonds of the company so to be formed, the same to be payable in twenty years, with interest at such rates as may be fixed by the directors, and to be secured by a mortgage or mortgages to trustees of the real and personal property (including future earnings and avails) of the said company, or such parts thereof as the directors may determine, and to be further secured by transfer to trustees of the subscription and agreement of each subscriber hereto to make the annual payments therein mentioned, the amount of bonds so to be issued to be such as may be necessary to provide or produce sufficient funds for the purposes aforesaid, the moneys provided by such annual payments to be applied (after paying thereout the fees and expenses of the said trustees) firstly, in paying the interest of the said bonds, if and so far as the net income of the company may be insufficient there for, and then any surplus thereof in taking up or paying off such bonds to such amount or extent as may be practicable to be selected by lot. If the directors of the company find it expedient, they may divide the issue of the said bonds into two or more classes or series, with such priorities as they may deem advisable, and with such separation of the said securities and appropriation thereof or of the separate parts or items thereof, to such classes or series of bonds respectively, all of which classes or series, if created, shall be together included in the expression "original mortgage debt" hereinafter. For each payment made by each subscriber hereto, his or their executors and administrators or successors and assigns, there shall be issued to him or them shares of the capital stock of the company to an amount equivalent to such payment, which payment shall be treated as a payment for such stock, and in full of all liability thereon. In consideration (besides the payments herein mentioned) of the subscribers waiving any claim to dividend in capital stock, as hereinafter provided, there shall be issued to each subscriber, his or their executors, administrators or successors and assigns, in addition to such holding of stock, upon the completion of the full twenty annual payments by such subscriber, his or their executors, administrators or assigns, successors and assigns, but not otherwise, mortgage bonds equivalent to the total amount so paid by him and them, and to provide for such issue a mortgage bond debt shall be created to an amount not exceeding the total amount so paid. Such bonds shall be secured by mortgage to trustees of all the real and personal estate of the said company, and shall be the first charge thereon next after so much as shall remain unpaid of the said original mortgage debt, if any. Such mortgage bonds shall be payable at such dates, and shall bear such rates of interest as the shareholders of the company shall determine. In the event of the entire issue of original mortgage bonds being retired, in the manner herein provided, at or before the end of twenty years, then first mortgage bonds shall be issued to the subscribers in like manner as the second mortgage bonds would have been, as above provided, and in lieu thereof. Any subscriber, his or their executors, administrators or successors and assigns, shall be at liberty to pay off the said annual payments at any time before maturity at the then present value of such yearly payments, actuarially determined on the basis of interest compounded at the rate of four per cent per annum, and upon making such payment shall be entitled to receive forthwith shares to the full amount of the said annual payments, irrespective of the said allowance for prepayment, and to receive at the end of the said period of twenty years bonds for the total amount of his or their annual payments, also irrespective of the said allowance for prepay ment. The net income of the said company (after payment of all proper expenditures and outlays) is to be paid in every year to the trustees for the bondholders. The money so paid to the said trustees shall be applied in the same manner and for the same purposes as the said annual payments, as herein provided. No dividends shall be paid on the capital stock of the company until at least fifty per cent of the original mortgage debt shall have been paid off. The trustees for bondholders shall be The Toronto General Trusts Company and the National Trust Company, of Ontario, Limited, jointly. The first directors of the said company shall be William, Rees Brock, William Henry Beatty, Hugh N. Baird, Duncan Coulson, L. J. Forget, George Gooderham, Edward Gurney, John Hoskin, Andrew S. Irving, Robert Jaffray, Albert E. Kemp, John Woodburn Langmuir, Wilmot D. Matthews, John Herbert Mason, Edmond B. Osler, Byron E. Walker, David R. Wilkie and Frederick Wyld. Application shall be made to the Legislature for an Act to confirm this agreement, and to give all powers and authorities which may be necessary or desirable for carrying out the general purposes and intention of this agreement, and all things incidental thereto. APPENDIX. agree with George Gooderham, Edward Gurney and Æmilius Jarvis, their executors, administrators and assigns, to pay to them the annual sum of dollars in accordance with the terms and provisions of the foregoing agreement, OTTAWA Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. CHAP. 123. An Act to enable the city of Winnipeg to utilize the WH [Assented to 7th July, 1900.] HEREAS the city of Winnipeg has, by its petition, prayed Preamble. that it be enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore Iler Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: construction 1. The city of Winnipeg may use and make available the Use of water water power of the Assiniboine River for supplying the said power and city with water and light, and may construct all necessary of works. works therefor, and may use or lease such surplus portions of the said water power, as from time to time are not needed for supplying the said city with water and light, for such other purposes as the city has authority for, under the statutes in force from time to time relating to the said city. Council. 2. No work for utilizing or rendering available the water Approval of of the said river for the purposes aforesaid shall be commenced Go ernor in or proceeded with until the said city has submitted to the Governor in Council plans of the said works and of all the intended works thereunto appertaining, nor until the plans and the site of the said works have been approved of by the Governor in Council and such conditions as he thinks fit to impose for securing the free navigation of the said river and the public good have been complied with; nor shall any such plan be altered or any deviation therefrom be allowed, except by the permission of the Governor in Council and upon such conditions as he imposes. of lock may 3. The plans and site of the said works may be approved Construction of by the Governor in Council without making provision for be dispensed the construction of a lock or other works for the purposes of with. navigation. 4. The Governor in Council may, from time to time, not- Alteration. withstanding the approval of any plans or works, require the may be required by same to be altered or other works to be added or substituted Governor in Council. |