Preference shares. First meeting of shareholders. Notice. Directors. Powers. The preference shares shall have the special incidents and privileges defined by the following paragraphs, that is to say: (a.) The profits of each year shall be first applied to pay cumulative preferential dividends at the rate of seven per cent per annum. (b.) The residue of surplus profits applicable for dividend in each year shall be divided among the holders of the ordinary shares. (c.) Nothing herein contained shall prejudice or limit the powers or discretion of the directors as to the times or mode of application and distribution of profits, or as to the setting aside of profits for a reserve fund and depreciation accounts. 5. As soon as twenty-five per cent of the capital stock has been subscribed, and ten per cent of the amount subscribed has been paid into some chartered bank in Canada, the provisional directors shall call a meeting of the shareholders of the Company at such time and place, in the province of Ontario, as they think proper; and notice of such meeting shall be given by mailing at least ten days before the holding of such meeting a written notice of the time and place, postage prepaid, and registered to the address of each shareholder. 6. At the first general meeting of the Company, and at each annual meeting thereafter, the subscribers for the capital stock present or represented by proxy, who have paid all calls due on their shares, shall choose not less than five nor more than eleven persons to be directors of the Company, the majority of whom shall be a quorum, and one or more of whom may be paid directors. 7. The Company may, (a.) acquire and operate mines, mineral and mining rights; (b.) smelt, reduce, refine, amalgamate, and otherwise manufacture and treat metals, minerals and ores, and dispose thereof, and generally carry on the business of manufacturing therefrom; (c.) erect and operate blast furnaces, bessemer and open hearth steel plants, rolling mills, foundries, bridge construction and machine shops; (d.) carry on the business of engineers and contractors for the manufacture and building of iron and steel railway and highway bridges, ships, cars, buildings and other structures, and for the manufacture and sale of all classes of iron and steel products generally. 2. And, so far as is necessary for the purposes of the Company, the Company may also- (a.) acquire patent rights, letters patent of invention, processes, options, water powers, and other rights and privileges, and real property and other personal property, and again dispose thereof; (b.) construct, operate and dispose of, tramways, telegraph and telephone lines, water powers, piers, wharfs, smelting works, refineries and other factories; (c.) construct, acquire and navigate steam and other vessels for the purpose of transporting ores, coal, coke and other necessaries required for the business of the Company, and also for shipping the products of the mills, furnaces, mines and works; (d.) issue paid up shares of the capital stock of the Company for lands, materials for building purposes, machinery, tools, appliances, real and personal property, contracts, claims, min ing location privileges, patents of invention, or other rights. construct 8. The Company may, for the purposes of the undertaking, Power to construct and operate such railway sidings, switches or spur cooperate lines, not exceeding six miles in length, as are necessary to railway connect the property of the Company with the line of any sidings. railway company incorporated by the Parliament of Canada. 9. The directors, under the authority of a resolution of the Borrowing shareholders passed at any special meeting called for the pur- powers. pose, or at any annual meeting at which shareholders representing at least two-thirds in value of the issued capital stock of the Company are present or represented by proxy, may, from time to time at their discretion, borrow moneys for the purposes of the Company, and secure the re-payments of the said moneys in such manner and upon such terms and conditions as they see fit, and for this purpose may mortgage, pledge, hypothecate or charge the assets and property of the Com pany. of amount. The aggregate amount so borrowed shall not, at any time, Limitation be greater than seventy-five per cent of the actual paid up stock of the Company; but this limitation shall not apply to commercial paper discounted by the Company. 10. The Company may receive, either by grant from any Grants and Government or from any corporation or person, as aid in the bonuses. construction of any of the works authorized by this Act, any crown lands, property, sums of money or debentures, as gifts or by way of bonus, and may dispose thereof, and may alienate the same for the purposes of the Company in carrying out the provisions of this Act. to obtain 11. The Company may enter into an agreement with the Agreements Hamilton and Lake Erie Power Company, or any other power electric power. company, to obtain its supply of electric power from such company, and may, with the consent of a majority of the shareholders present at a special general meeting called for that purpose, or at an annual meeting at which shareholders representing at least two-thirds in value of the issued capital stock of the Company are present or represented by proxy, purchase the Act to expire by non-user. R.S.C., c. 118. the stock of or guarantee the interest on the bonds of such company to the amount agreed upon to be annually or semiannually paid for the supply of such electrical power. 12. This Act shall expire and the charter hereby granted shall cease to be in force by non-user for three consecutive years, or if the Company does not go into actual operation within the term of three years from the passing of this Act. 13. Sections 9, 18 and 39 of The Companies Clauses Act shall not apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. CHAP. 95. An Act to incorporate the Colonial Investment and WE [Assented to 14th June, 1900.] WHEREAS the Canadian Mutual Loan and Investment Preamble. Company has, by its petition, represented that it was incorporated under the provisions of chapter 169 of the R.S.O., 1887, Revised Statutes of Ontario, 1887, and has prayed that it be enacted as hereinafter set forth, and it is expedient to grantthe 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: 1. The shareholders of the said the Canadian Mutual IncorporaLoan and Investment Company, hereinafter called "the tion. old Company," together with such persons as become shareholders of the new company, are incorporated under the name of "The Colonial Investment and Loan Company," Corporate hereinafter called "the Company." name. 2. The present directors of the old Company shall be the Directors. directors of the Company until their successors are elected. 3. The capital stock of the Company shall be four million Capital stock. dollars, of which one million dollars shall be permanent capital stock, and three million dollars shall be terminating stock, divided as hereinafter described. 4. The permanent capital stock of the Company shall Permanent be divided into one hundred thousand shares of ten dollars capital stock. each, and shall be issued as follows: stock. (a) Ninety thousand shares of permanent preference stock, Preference which shall be entitled to such cumulative preference dividend, not exceeding six per cent per annum, as shall from time to time be declared by the directors, and shall be provided for out of the net earnings of the Company before any dividends are paid upon the ordinary permanent stock of the Company, but the said permanent preference stock shall not Ordinary stock. Terminating stock. Dividends. Shares in the old Company converted. Rights of in old be entitled to participation in any further profits of the Company; provided that holders of preference stock shall be shareholders and possess all the rights and be subject to all the liabilities of shareholders; (b.) Ten thousand shares of ordinary permanent stock. 5. The terminating stock of the Company shall be divided into thirty thousand shares of the maturity value of one hundred dollars each. 2. Terminating stock shall be entitled to such dividends as shall be declared from time to time by the directors out of the net earnings of the Company before any dividends are paid upon the ordinary permanent stock of the Company; but such dividends shall not be less than the dividends on the permanent preference shares or on the ordinary shares, whichever may be higher: Provided that such terminating stock shall be issued only to the present holders of terminating stock in the old Company as hereinafter provided for, and upon the maturity, withdrawal or cancellation of such issue, or any part thereof, no further or other issue of terminating stock shall be made in lieu thereof. 6. The permanent preference stock mentioned in paragraph (a) of section 4 of this Act, and the terminating stock referred to in section 5 of this Act, shall be entitled to repayment of capital, in the event of liquidation, in priority to holders of ordinary permanent stock. 7. The shareholders of the old Company holding shares of shareholders terminating stock therein are declared to be the holders reCompany. spectively of shares of the terminating stock of the Company to the same extent and with the same amount paid up thereon as they are holders respectively of such shares in the old Company. Head office. 2. Any holder of such terminating stock shall, at any time after the passing of this Act, have the right to convert such stock into permanent preference stock of the new Company, and the new Company shall allow for such terminating stock its full value, with accrued profits to the date of conversion of such stock. 3. Should any such terminating stock be retired by the Company, the Company shall allow the holders thereof the full value thereof with accrued profits to the date of such retirement. 8. The head office of the Company shall be in the city of Toronto, in the province of Ontario, or in such other place in Canada as the directors from time to time determine by a by-law confirmed at any annual or special general meeting of the Company duly called for the purpose of considering such by-law. |