SCHEDULE A.

This indenture made between the Royal Canadian Bank, a corporation of the first part and

the trustees of the Royal Canadian Bank of the second part, witnesseth that under the provisions of the Act of the Parliament of Canada, passed, &c., intituled, &c. The Royal Canadian Bank doth grant, transfer and assign to the said trustees, their successors and assigns, all the Bank's estate and effects, real and personal, of every nature and kind whatsoever, and wherever situate;

To have and to hold the same according to the respective estates, natures and qualities thereof, unto the use of the said trustees, their successors and assigns, upon the trust and for the purposes, and with the powers and authorities mentioned in the said recited Act.

Preamble.

SCHEDULE B.

This indenture made this

day of

the Trustees of the Royal Canadian Bank

between

of the first part, and the Royal Canadian Bank of the second part, witnesseth, that under the provisions of the Act of the Parliament of Canada, passed, &c., intituled, &c., the parties of the first part do grant, transfer and assign, unto the party of the second part, its successors and assigns, all the estate and effects, real and personal, of every nature and kind whatsoever, and wherever situate, belonging to the trust estate of the Royal Canadian Bank; To have and to hold the same, unto, and to the use of the party of the second part, its successors and assigns forever.

The parties of the first part, covenant with the parties of the second part for further assurance.

CAP. LIX.

An Aet to incorporate the "Merchants' Bank of Halifax."

W

[Assented to 22nd June, 1869.]

HEREAS the Honorable Edward Kenny, William Cunard, Thomas C. Kinnear, James Merkell, John Tobin, Thomas E. Kenny, Jeremiah Northup and James B. Duffus, have by their petition prayed that they might be incorporated for the purpose of establishing a bank in the city of Halifax, in the Province of Nova Scotia, and whereas it is desirable to grant the prayer of their petition: Therefore, Her Majesty by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

Certain por

sons incorpor

ated.

1. The several persons herein before named and such other persons as shall become shareholders in the corporation to be by this Act created and their assigns, shall be and they are hereby constituted and declared to be a corporation body corporate and Corporato politic by the name of the "Merchants' Bank of Halifax," and name and real shall have power to acquire and hold real and immovable estate for the management of their business not exceeding in annual value five thousand dollars, and may sell, alienate or exchange the same and acquire other instead.

ostate.

Directors.

2. The business of the Corporation shall be under the manage- Board of ment of a President and not more than eight directors, and such other officers as may be found necessary.

3. The capital stock of the Bank hereby incorporated shall be one million of dollars, divided into ten thousand shares of one hundred dollars each, and two hundred thousand dollars of the said stock shall be subscribed for and paid up before the first day of November next, and a further sum of one hundred thousand dollars of the said stock shall be subscribed for and paid up at such time not later than the first day of November, one thousand eight hundred and seventy, as the directors shall appoint, and the remainder thereof, at such time or times as shall be prescribed by future legislation in that behalf, but no instalment shall in any case be called in unless thirty days' previous notice shall have first been given, in two at least of the newspapers published in Halifax, of the time and place appointed for the payment of instalments.

Capital Stock,

and when to be paid up.

4. Whenever two hundred thousand dollars of the capital stock First General shall have been paid in, before which no one shall have a right electing DirecMeeting for to vote for any purpose, nor shall the bank begin business, a tora, &c. general meeting of the members and stockholders of the corporation, or the major part of them, shall take place by notice in two or more of the newspapers published in the City of Halifax, ten days previous to such meeting, for the purpose of organizing the said bank, and of making, ordaining and establishing such by-laws, ordinances, and regulations, for the good management of the affairs of the said corporation, as the members and stockholders of the said corporation shall deem necessary, and also for the purpose of choosing directors, not exceeding nine in number, being stockholders and members of the corporation, under and in pursuance of the rules and regulations hereinafter made and provided; which Powers of directors so chosen shall choose out of their number a President, Election of and they shall have full power and authority to manage the con- President, &c. cerns of the corporation, and shall commence the operations of the said bank, subject, nevertheless, to the rules and regulations hereinafter made and provided; and at such general meeting the members and stockholders of the said corporation, or the major part of them, shall determine the mode of transferring and disposing of the stock and profits thereof, which being entered on the books of the corporation shall be binding on the stockholders, their successors and assigns until altered at any other general meeting of the stockholders.

5.

Directors.

Retirement of
Dircetors.

Annual Gen

5. Three of the directors shall annually go out of office in rotation but the three directors so retiring shall be eligible for re-election.

6. A general meeting of the stockholders and members of the eral Meeting. said corporation shall be annually holden on the second Wednesday of March in each year at Halifax, at which annual meeting all vacancies in the board of directors shall be filled up, and after the election of directors in the place of those who shall have gone out of office by rotation or otherwise, the directors shall annually choose one of their number as President for the ensuing year, or until another is chosen in his room. In the choice of directors the stockholders shall vote according to the rule hereinafter mentioned.

Votes.

Appointment 7. The directors shall have power to appoint such officers, clerks of Officers, &c. and servants as they shall think necessary for executing the business of the corporation, and shall allow them such compensation for their respective services as to the directors shall appear reasonable, all which, together with the expenses of buildings, house rent, and all other contingencies shall be defrayed out of the funds of the corporation and the said directors shall likewise exercise such other powers and authorities for the well regulating the affairs of the corporation as shall be prescribed by the by-laws and regulations of the same.

Quorum of
Directors.

8. The business of the corporation shall be transacted by such number of the directors as shall be determined on by the stockholders and specified in the by-laws, and of whom the President shall always be one, but in case of sickness and necessary temporary absence, the directors present may choose one of their Casting Vote. board as chairman in his stead; the President, or such chairman, shall vote at the board as a director, and in case of there being an equal number of votes for or against any question before them, the President or chairman shall also have a casting vote.

Qualification

9. No person shall be eligible as or continue to be a director of Directors. unless such person is a stockholder, and holding and owning not less than fifty shares of the capital stock of the corporation, and upon whose shares all instalments called in shall have been fully paid; and no person shall be eligible for or continue to be a director of the corporation who is a director or a co-partner in trade of a director of any other bank whatsoever; And if any director ceasing to be of the said corporation, shall, while he is in office, cease to hold fifty shares in the said stock, or shall become a director or a co-partner in trade of a director in any other bank whatsoever, such director of the said corporation shall forthwith go out of office and cease to be a director, and another director shall be chosen in his stead as hereinafter directed.

Directors

qualified to go

out.

Security to be given by Officers.

10. Every cashier and clerk of the corporation before he enters upon the duties of his office, shall give bonds, with two or more

sureties,

sureties, to be approved by the said directors, that is to say: every cashier in a sum not less than forty thousand dollars, with a condition for his good and faithful behavior, and every clerk with the like condition and sureties in such sum as the directors shall deem adequate to the trust reposed in him.

11. The number of votes which each stockholder shall be scale of votes. entitled to on every occasion, when in conformity with the provisions of this Act, the votes of the stockholders are to be given, shall be in the following proportion, that is to say: for one share and less than five, one vote; for five shares and less than ten, two votes; for ten shares and less than twenty, three votes; for twenty shares and less than thirty, five votes; for thirty shares and less than forty, six votes; and for forty shares and all shares above that number, eight votes, which shall be the greatest number that any stockholder shall be entitled to have; provided that the shareholders of the said bank shall have power by any by-law or of voting may by-laws to be passed at any annual or special meeting to be called be altered by for that purpose to alter the scale of voting for the election of shareholders at general Directors and on any question on which the shareholders may meetings. require to vote, to one vote for every share of Capital Stock held by any shareholder in the said bank, provided such by-law be concurred in by an absolute majority of the entire number of the votes then held by the shareholders according to the present scale of voting; and that the purpose of such meeting shall be specially indicated in the notice calling the same.

Proviso scale

12. All stockholders resident within Canada, or elsewhere, may Proxies. vote by proxy, provided that such proxy be a stockholder and do produce sufficient written authority from his constituent or constituents so to act, provided also that no person shall hold more than three proxies.

Board of

13. The directors may fill up any vacancy that shall be occasi- Vacancies in oned in the office of President, or in the board of directors by the Directors. death, removal, resignation, or absence from Canada for three months, or any incapacity of the President or any of their members, and the persons so chosen by the directors shall serve until the next succeeding annual meeting of the stockholders.

ment of

14. So soon as the sum of two hundred thousand dollars shall Commencehave been actually paid in on account of the subscriptions to the operations. stock, notice thereof shall be given in two at least of the newspapers published in Halifax and in the Canada Gazette, and the directors may commence the operations and business of the bank;

notes.

but no bank bills or bank notes shall be issued or put in circula- Proviso: as to tion, or any bill or note discounted at the bank until the sum of issue of Bank two hundred thousand dollars shall be actually paid in and received on account of the subscriptions to the capital stock of the bank.

Transfer of
Shares.

Lien of the

Bank on stock.

What rea estate the Bank may hold.

Business of the Bank.

Proviso: Act

respecting Banks, 31 V.

e. 11, to apply.

Dividends.

Inspetion of
Books, &c.

15. The shares of the capital stock shall be assignable and transferable according to the rules and regulations that may be established in that behalf, but no assignment or transfer shall be valid or effectual unless such assignment or transfer shall be entered and registered in a book to be kept for that purpose by the directors, nor until the person or persons, so making the same, shall previously discharge all debts actually due and payable to the corporation, and such stock shall be a pledge for any debt that may become due by the holder thereof to the bank, and be disposed of as other stock pledged to the bank, and in no case shall any fractional part of a share, or any other than a complete share or shares, be assignable or transferable; And whenever any stockholder shall transfer, in the manner aforesaid, all his stock or shares in the bank, or the same shall be transferred by act of law to any person or persons whomsoever, he shall cease to be a member of the corporation.

16. Except as herein provided the said Corporation shall not, either directly or indirectly hold any lands or tenements, (save only such as by the first section of this Act they are specially authorized to acquire and hold), or any ships or other vessels or any share or shares in the stock of the Corporation, nor in any bank in Canada, nor shall the said Bank, either directly or indirectly, lend money or make advances upon the security or mortgage of any lands or tenements, or of any ships or other vessels, nor upon the security or pledge of any share or shares of the capital stock of the said Bank, nor shall the said Bank, either directly or indirectly, raise loans of money, or deal in the buying or selling or bartering of goods, wares and merchandize, or engage or be engaged in any trade except as dealers in gold and silver bullion, bills of exchange, discounting of promissory notes, and negotiable securities, and in all such trade generally, as legitimately appertains to the business of banking; Provided always, that the Act of the Parliament of Canada, passed in the thirty-first year of Her Majesty's reign, intituled: "An Act respecting Banks," shall apply and extend to the Bank hereby incorporated, as fully and completely as though the provisions thereof had been included in and formed part of this Act.

17. The directors shall make half-yearly dividends of so much of the profits, rents, premiums and interest of the corporation, as shall appear to them to be advisable, payable at such time and place as the directors shall appoint, of which they shall give thirty days previous notice in at least two of the newspapers published at Halifax; but the directors shall not be compelled to make or declare any dividend at any earlier period than one year from and after the passing of this Act, unless they shall think it expedient to make and declare a dividend at any earlier period.

18. The books, papers, correspondence and funds of the corpor ation shall at all times be subject to the inspection of the direc

tors