CHAP. 60.

An Act to incorporate the Dyment Securities, Loan and Savings Company.

[Assented to 15th May, 1902.]

WHEREAS the persons hereinafter named have, by their Preamble.

petition, prayed that it be enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

tion.

1. Nathaniel Dyment, Simon Dyment, A. E. H. Creswicke, Incorporaall of the town of Barrie, in the county of Simcoe, Thomas Baker, of the city of London, in the county of Middlesex, and Albert E. Dyment, of the town of Thessalon, in the district of Algoma, all in the province of Ontario, together with such persons as become shareholders in the company, are incorporated under the name of "The Dyment Securities, Loan and Corporate Savings Company," hereinafter called "the Company.'

name.

2. The persons named in section 1 of this Act shall be the Provisional provisional directors of the Company, a majority of whom shall directors. be a quorum for the transaction of business, and they may forthwith open stock books, procure subscriptions of stock for Powers. the undertaking, make calls on stock subscribed, and receive payments thereon, and shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed or otherwise received by them on account of the Company, and may withdraw the same for the purposes only of the Company, and may do generally what is necessary to organize the Company.

3. The capital stock of the Company shall be two million Capital stock. dollars, divided into shares of one hundred dollars each.

2. Such capital stock may be issued either in sterling or cur- Currency rency, or both, as the directors determine, and if any of such of issue. capital stock is issued in sterling it shall be at the rate of four dollars and eighty-six and two-third cents per pound sterling.

Election of directors.

Qualification.

Head office.

3. So soon as not less than one hundred thousand dollars of the capital stock have been subscribed and not less than fifty thousand dollars of that amount paid into some chartered bauk in Canada, the provisional directors may call a general meeting of the shareholders at some place to be named in the town of Barrie, at which meeting shall be elected the board of directors of the Company, who shall hold office until their successors are appointed; and upon the election of such board the functions of the provisional directors shall cease.

4. No person shall be a director unless he holds in his own name and for his own use at least thirty shares of the capital stock of the Company, and has paid all calls due thereon and all liabilities incurred by him to the Company.

4. The head office of the Company shall be at the town of Barrie, in the province of Ontario, or at such other place in Canada as the Company from time to time determines by byBranch offices. law, but the directors may establish other offices and places

Election of directors.

Quorum.

Number may

of business elsewhere.

5. At the first general meeting of the Company, and at each annual meeting, the holders of the capital stock present or represented by proxy who have paid all calls due on their shares shall choose not less than three nor more than nine persons to be directors of the Company, and a majority of whom shall form a quorum.

2. The number of directors may, within the limits aforesaid, be changed. be changed from time to time by a vote of the shareholders at any general meeting of the Company.

Voting power.

When business may be commenced.

Proviso.

Proviso.

3. Every shareholder of the Company who has paid all calls due on his shares shall be entitled to one vote for each share held by him.

6. The Company shall not commence business until at least three hundred thousand dollars of the capital stock have been subscribed and at least one hundred thousand dollars have been paid thereon in cash into the funds of the Company to be appropriated only for the purposes of the Company under this Act: Provided that the Company shall not borrow nor lend money or otherwise carry on business until it has obtained from the Minister of Finance a certificate permitting it to do so, and that no application for such certificate shall be made and no certificate shall be given until it has been shown to the satisfaction of the Minister of Finance that the foregoing provisions of this section have been complied with, and no such certificate shall be given unless application therefor is made within two years after the passing of this Act, or within such extended period as the Governor in Council, before the expiration of such two years, allows: Provided also, that, should such certificate not be duly made within the time limited or should such certificate be refused, this Act shall thereupon

cease and become void except for the purpose of winding up the affairs of the Company and returning to the subscribers the amounts paid upon the subscribed stock, or so much thereof as they are entitled to.

powers.

7. The Company may carry on the business of lending Loaning and money on, or purchasing, selling, investing and dealing in, investment mortgages or hypothecs upon freehold or leasehold real estate or other immovables, debentures, bonds, stocks and other securities and obligations of any government, or of any municipal, school or other corporation, life insurance policies, annuities and endowments, but not including bills of exchange or promissory notes: Provided always, that the Company shall not invest in debentures, bonds, stocks and other securities and obligations of any body corporate not incorporated by Canada or a province of Canada or any former province now forming part of Canada to any further or greater extent than seventyfive per cent of the paid-up capital of the Company; and provided further that the Company shall not invest in, or lend upon the security of, the stock of any other loan company.

2. The Company may take personal security as collateral Personal for any advance made or to be made, or debt due the Company. security.

association.

S. The Company may, subject to the provisions of this Agency Act, act as an agency association for the interest and on behalf of others who intrust it with money for that purpose, and may, either in the name of the. Company or of such others, lend and advance money to any person or body corporate, or municipal or other authority, or any board or body of trustees or commissioners, upon such securities as are mentioned in the next preceding section, and may purchase and acquire any securities on which they are authorized to advance money, and again re-sell the same.

2. The conditions and terms of such loans and advances, Enforcement and of such purchases and re-sales, may be enforced by the of agreements. Company for its benefit, and for the benefit of the person or corporation for whom such money has been lent and advanced, or such purchase and re-sale made; and the Company shall have the same power in respect of such loans, advances, purchases and sales as are conferred upon it in respect of loans, advances, purchases and sales made from its own capital.

3. The Company may also guarantee the repayment of the Guarantee of principal or the payment of the interest, or both, of any moneys moneys. intrusted to the Company for investment.

4. The Company may, for every or any of the foregoing Employment purposes, lay out and employ the capital and property, for the of capital. time being, of the Company, or any part of the moneys authorized to be raised by the Company in addition to its capital for the time being, or any moneys so intrusted to it as aforesaid, and may do, assent to and exercise all acts whatsoever which, in the opinion of the directors of the Company for the

Money guaranteed

time being, are requisite or expedient to be done in regard thereto.

5. All moneys of which the repayment of the principal or to be deemed payment of interest is guaranteed by the Company, shall, for the purposes of this Act, be deemed to be money borrowed by the Company.

borrowed.

Trustee powers.

Liquidation of other companies.

Loans upon Company's stock.

Moneys on deposit.

Proviso.

Proviso.

9. The Company may act as agent or trustee for the purpose of issuing or countersigning certificates of stock, bonds, or other obligations of any association or corporation, and as attorney or agent for the collection of interest, dividends, debts, mortgages, debentures, bonds, coupons and other securities for money.

10. The Company may liquidate, and carry on for the purposes of such liquidation, the business of any other company, partnership or person carrying on any business which the Company is authorized to carry on, upon such terms as may be agreed upon.

11. The Company may lend upon its own paid-up stock to an amount not exceeding in the aggregate of all such loans ten per cent of the Company's paid-up stock, but no such loan shall exceed eighty per cent of the market price then actually offered for the stock; and, except as in this section provided, the Company shall not make any loan or advance upon the security of any share or shares or stock of the Company, whether with or without collateral security: Provided however, that the Company may pass a by-law prohibiting absolutely the loaning to shareholders upon the security of their stock or (subject to the limitations contained in this section) a by-law limiting the aggregate amount which may be loaned on such stock, and it shall not be lawful for the Company to repeal either of such by-laws until the liabilities of the Company are discharged.

12. The Company may borrow money and receive money on deposit upon such terms as to interest, security, time of payment and otherwise as may be agreed on, and may issue its bonds, debentures and other securities for moneys borrowed; and may borrow also on the security of any stocks, bonds, debentures, or other securities purchased and owned by it; provided always that the total of the Company's liabilities to the public outstanding from time to time shall not exceed four times the amount paid upon its capital stock; and provided further that the amount held on deposit shall not at any time exceed the aggregate amount of its then actually paid-up and unimpaired capital and of its cash actually in hand or deposited in any chartered bank in Canada or elsewhere, and belonging to the Company.