Deposits limited.

shall be bound to inquire into the occasion of any such loan or of the issuing of any such debenture or debentures, or into the validity of any resolution authorizing the same, or the purpose for which the loan is wanted: Provided also, that the amount held by the Company on deposit shall not at any time exceed the amount of paid up capital of the And aggre- Company: Provided also, that the total amount of the sums gate amount to be borrowed as aforesaid, together with the aggregate of borrowed and on deposit. the sum or sums then held by the Company on deposit shall not, at any time, exceed the nominal amount of the subscribed capital of the Company upon which twenty per cent. or four pounds sterling has first been paid up: Provided further, that the Company shall not without the consent of the holders of debentures now outstanding, receive money on deposit until all debentures already issued by the Company have been paid off."

S. 20 repealed; new section.

Election of directors.

Notice of meeting.

"

2. Section twenty of the said Act of incorporation, as so amended, is hereby repealed and the following substituted therefor :

"20. The said directors shall be shareholders and they shall be elected, except as above provided, at the annual general meeting of shareholders to be holden in Toronto, on the first Wednesday in June, in each year, or such other day as may be appointed by by-law,-not less than four weeks' notice of such meeting being given as provided in the next preceding section, and in at least one daily newspaper in Edinburgh and one such newspaper in Glasgow; and all Proceedings elections of directors shall be held and made by such of the at elections. shareholders present or represented by proxy as shall have paid the twenty per cent. above prescribed or four pounds sterling on each share and all further 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 there be any doubt or difficulty in such election by reason of two or more persons receiving an equal number of votes, then there shall be a re-ballot, as between such persons,-which re-ballot may be repeated as often as deemed advisable by the meeting,—or instead of a re-ballot the directors as to whose election there is no doubt or difficulty may, if deemed advisable by the meeting, determine by ballot which of the persons having an equal

number of votes shall be director or directors: and the said President and directors as soon as may be after their election, shall proceed vice-presiin like manner to elect by ballot one of their number to be president, and one to be vice-president:

dent.

Vacancies! how filled.

"2. If any vacancy at any time, happens amongst the said directors, by death, resignation, disqualification or removal, or otherwise, during the current year of office, such vacancy shall be filled for the remainder of the year by the remaining

directors

of director.

directors or a majority of them electing in such place or places a shareholder or shareholders eligible for such office: "3. No person shall be eligible to be or continue as director Qualification unless he holds in his own name and for his own use, stock in the said Company to the amount of fifty shares, whereof at least twenty per cent. or four pounds sterling on each share has been paid in, and unless he has paid all calls made upon his stock and all liability incurred by him to the said Company:

directors.

"4. Notwithstanding anything in this Act contained the Number of shareholders, at any special or general meeting, may reduce to not fewer than seven, or may increase to not more than thirteen, the number of directors:

election not

"5. In case it should, at any time, happen that an election Failure of of directors of the said Company is not made on the day to dissolve. when pursuant to this Act it should have been made, the said Company shall not for that cause be deemed dissolved; but it shall be lawful on any other day to hold and have an Proceedings election in such manner as may be regulated, directed and in such case. appointed by the Directors for the time being; and the directors in office shall so continue until a new election is made."

3. Section twenty-one of the said Act of incorporation is S. 21 repealhereby repealed and the following substituted therefor:-ed; new

section.

21. At all meetings of directors, four shall be a quorum Quorum and for the transaction of business; and all questions before votes. them shall be decided by a majority of votes, and in case of an equality of votes, the president, vice-president, or presiding director shall give the casting vote.'

4. Section thirty-two of the said Act of incorporation as S. 32 repealso amended is hereby repealed and the following substituted ed; new

therefor :

section.

to be kept.

"32. The Company shall keep in a book or books a Register of register of the shareholders of the Company, and therein shareholders shall be fairly and distinctly entered from time to time the following particulars: the names and addresses and the occupations, if any, of the shareholders of the Company, and the number of shares held by each shareholder, and the amount paid or agreed to be considered as paid on the shares of each shareholder; and such book or books shall be open for inspection by the shareholders and creditors of the Company at all reasonable times: and the Company shall also And of debenkeep in a book or books a register of all debentures issued by the Company, and therein shall be fairly and distinctly entered the amount of each such debenture, the time when and the place where the same is payable, and the rate of interest payable thereon, with such other particulars as the directors, from time to time, deem necessary."

tures.

5. Section thirty-seven of the said Act of incorporation is S. 37 repealhereby repealed and the following substituted therefor :-ed; new VOL. II-17

"37.

section.

Service of process.

New sections added.

Issue of de

"37. Any summons, notice, order or other document, required to be served upon the Company, may be served by leaving the same with any officer or clerk of the Company at the office of the said Company at Toronto."

6. The following sections are hereby added to the said Act of incorporation as amended as aforesaid :

"59. The directors may also issue debenture stock, (which benture stock. shall be treated and considered as part of the regular debenture debt of the Company), in such amounts and manner, on such terms, and bearing such rate of interest, as the directors from time to time think proper, but subject to the limitations herein before provided, so that the amount received as money deposits and borrowed on the security of debentures or debenture stock shall not, in the whole, exceed the authorized limit of the borrowing powers of the Company.

Amount limited.

Register to be

kept.

Transfers.

Certificates to holders.

Registration

of transfers.

Exchange of debent ires for debenture stock.

Ranking.

Redemption

of debenture stock.

"60. The debenture stock aforesaid shall be entered by the Company in a register or registers to be kept for that purpose, wherein they shall set forth the names and addresses of the several persons from time to time entitled thereto, with the respective amounts of the said stock to which they are respectively entitled; and such stock shall be transferable in such amounts and in such manner as the directors determine.

"61. The Company shall, on demand, deliver to every holder aforesaid a certificate stating the amount of debenture stock held by him, the rate of interest payable thereon, and the conditions to which the said stock is subject; but no other rights or privileges shall be conferred upon the holders of debenture stock in respect thereof than are held or enjoyed by the holders of debentures of the Company.

"62. All transfers of the debenture stock of the Company shall be registered at the head office of the Company in Toronto, Ontario; but the Company may have transfer books of such debenture stock in Great Britain or elsewhere, in which transfers of the said debenture stock may be made,but all such transfers shall be entered in the book to be kept at the head office in Toronto aforesaid.

"63. The holders of the debentures of the Company may, with the consent of the directors, at any time exchange such debentures for debenture stock:

64. The debenture stock issued, or to be issued, under the authority of this Act, shall rank equally with the debentures issued or to be issued by the Company."

7. The Company may from time to time purchase in the open market and redeem any portion or portions of the debenture stock representing moneys which the directors by a resolution duly made, determined not to be required for the business of the Company, but such purchase, paying off, or redemption,

redemption, shall not in any way extend, limit, or prejudice Not to affect the exercise of the borrowing powers of the Company under powers, this Act.

borrowing

OTTAWA Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most

Excellent Majesty.

VOL. II-171

CHAP.

Preamble.

Business may

in any Pro

vince.

CHAP. III.

An Act to enable the Freehold Loan and Savings Company to extend their business, aud for other purposes. [Assented to 23rd June, 1887.] HER Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as

follows:

1. The Freehold Loan and Savings Company are herebe carried on by authorized, subject to the laws of the several Provinces in that behalf, to extend their business and, according to the terms of their charter, to carry on business in any Province of Canada: Provided however, that before the directors enter into business transactions in any Province other than any one in which they are now authorized to carry on business, they shall be empowered to do so by a rule or bylaw of the Company duly passed for that purpose.

Subject to approval of shareholders.

Powers as to

real estate.

S. 5 of 49 V.,

ed; new

section.

Registration

stock.

2. The Company, subject to the laws of any Province in that behalf, for the purpose of their business, may acquire real estate and sell and dispose of the same.

3. Section five of the Act passed in the forty-ninth year c. 103 repeal of Her Majesty's reign, chaptered one hundred and three, is hereby repealed, and the following is substituted therefor: "5. The debenture stock aforesaid shall be entered by the of debenture Company in a register or registers to be kept for that purpose at such place or places as the directors order, wherein they shall set forth the names and addresses of the several persons and corporations from time to time entitled thereto, with the respective amounts of the said stock to which they are respectively entitled; and such stock shall be transferable in such amounts, and in such manner, and at such place or places as the directors, from time to time, determine."

Transfers.

OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most

Excellent Majesty.

CHAP.