stock. 13. The directors may, with the consent of the shareholders Debenture at a special general meeting duly called for the purpose, create and issue debenture stock in sterling or currency, in such amounts and manner, on such terms as to redemption or payment thereof, and otherwise, and bearing such rate of interest as the directors, from time to time, think proper, but such debenture stock shall be treated and considered as part of the ordinary debenture debt of the Company, and shall be included in estimating the Company's liabilities to the public under section 12 of this Act, and such debenture stock shall rank equally with the ordinary debenture and deposit debt of the Company, and no greater rights or privileges shall be conferred upon holders of debenture stock in respect thereof than are held or enjoyed by depositors or holders of ordinary debentures of the Company. 14. The debenture stock aforesaid shall be entered by the Entry in Company in a register to be kept for that purpose in the head register. or other registered office of the Company in Canada or elsewhere, wherein shall be set forth the names and addresses of those from time to time entitled thereto, with the respective amounts of the said stock to which they are respectively entitled, and the register shall be accessible for inspection and perusal at all reasonable times to every debenture holder, mortgagee, bondholder, debenture stockholder and shareholder of the Company without the payment of any fee or charge. Such stock shall be transferable in such amounts and in such manner as the directors determine. debenture 15. The holders of the ordinary debentures of the Company Exchange of may, with the consent of the directors, at any time exchange stock. such debentures for debenture stock. of debenture 16. The directors, having issued debenture stock, may, Cancellation from time to time, as they think fit and for the interest of the stock. Company, buy up and cancel the debenture stock or any portion thereof. stock. 17. The directors may make a by-law for creating and issu- Preference ing any part of the capital stock as preference stock, giving it such preference and priority as respects dividends and otherwise over ordinary stock as may be declared by the bylaw. directors. 2. The by-law may provide that the holders of shares of Holders such preference stock shall have the right to select a certain may select stated proportion of the board of directors, or may give the said holders such control over the affairs of the Company as may be considered expedient. sanctioned. 3. No such by-law shall have any force or effect until it has By-law to be been sanctioned either by the shareholders in writing or by a vote of the shareholders present or represented by proxy at a 77 general Preference stockholders of sharehold ers. general meeting of the Company duly called for considering it, such shareholders holding not less than two-thirds of the amount paid up upon the capital stock of the Company. 4. Holders of shares of such preference stock shall be shareto have rights holders within the meaning of this Act, and shall in all respects possess the rights and be subject to the liabilities of shareholders within the meaning of this Act, provided however that in respect of dividends and otherwise they shall, as against the ordinary shareholders, be entitled to the preferences and rights given by such by-law. Rights of creditors. Reserve fund. Proviso. Business of foreign agencies. Power of directors. 5. Nothing in this section contained or done in pursuance thereof shall affect or impair the rights of creditors of the Company. 18. The directors may, subject to the provisions of this Act, set aside out of the profits of the Company such sum as they think proper as a reserve fund to meet contingencies or for equalizing dividends, or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the directors shall, in the r absolute discretion, think conducive to the interests of the Company, and may invest the several sums so set aside upon such investments as they think fit, and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company, and that without being bound to keep the same separate from the other assets: Provided always that the investment of the reserve fund shall be subject to the limitations contained in section 7 of this Act. 19. The Company may have agencies in any places in Great Britain, or elsewhere, for the registration and transfer of debenture or other stock and for the transaction of any other business of the Company. 20. The business of the Company shall be managed by the directors, who may pay all expenses incurred in getting up and incorporating the Company, and may affix the seal of the Company, and may make or cause to be made for the Company any description of contract which the Company may by law enter into, and may exercise all such powers of the Company as are not by this Act required to be exercised by the Company in general meeting, and among other things may, from time to time, exercise the following powers, the same being specifically referred to for greater certainty but not so as to restrict the generality of the foregoing terms of this section : (a.) issue debentures, bonds, deposit receipts and stock, and regulate the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock; (b.) declare and pay dividends; (c.) determine the number of directors, their term of service, the amount of their stock qualification and their remuneration, if any; (d.) delegate any of their powers to committees consisting of such member or members of their body as they think fit, and any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors; (e.) appoint and remove all agents, officers and servants of the Company, and provide for and determine their functions and duties, the security to be given by them to the Company and their remuneration; (f.) determine the time and place for the holding of the annual or any other meeting of the Company, the calling of meetings regular and special of the board of directors and of the Company, the quorum at meetings of the directors and of the Company, the requirements as to votes and proxies and the procedure in all things at such meetings; (9.) provide for the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law; (h.) conduct in all other particulars the affairs of the Company; (i) make by-laws for the regulation of the business of the Company, its officers and servants, or the members of the Company, and repeal, amend or re-enact the same. bound to see 21. The Company shall not be bound to see to the execu- Company not tion of any trust, whether express, implied or constructive, to to execution which any share or shares of its stock, or debentures, or of trusts. debenture stock, or any deposit of any moneys payable by or in the hands of the Company may be subject, and the receipt of the party or parties in whose name such share or shares, debentures, debenture stock, deposit or moneys stand in the books of the Company shall from time to time be sufficient discharge to the Company for any payment made in respect of such share or shares, debentures, debenture stock, deposit or moneys, notwithstanding any trust to which the same may then be subject, and whether or not the Company has had notice of such trust, and the Company shall not be bound to see to the application of the money paid upon such receipt. which land 22. No parcel of land or interest therein, at any time Term for acquired by the Company and not required for its actual use may be held. and occupation or not held by way of security, shall be held by the Company or by any trustee on its behalf for a longer period than ten years after the acquisition thereof, but such land or interest therein shall be absolutely sold and disposed of so that the Company shall no longer retain any interest therein 79 Forfeiture. term. therein unless by way of security: Provided that any such parcel of land or any interest therein not within the exceptions hereinbefore mentioned which has been held by the Company for a longer period than ten years without being disposed of, Extension of shall be forfeited to the Crown: Provided also, that the Crown may extend the said period, from time to time, but so that it shall not exceed in the whole twelve years: Provided further that no such forfeiture shall take effect or be enforced until the expiration of at least six months after notice in writing to the Company of the intention of the Crown to claim such forfeiture; and the Company shall, when required, give the Minister of Finance a full and correct statement of all lands at the date of such statement held by the Company or in trust for the Company, and subject to these provisoes. Notice of enforcing forfeiture. R.S.C., c. 118. 1899, c. 41. 23. Sections 13, 18, 38, 39 and 41 of The Companies Clauses Act shall not apply to the Company. 24. Sections 42, 43, 44 and 45 of The Loan Companies Act Canada, 1899, shall apply to the Company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's most Excellent Majesty CHAP. 61. An Act respecting the Edmonton and Slave Lake WHER Railway Company. [Assented to 15th May, 1902.] WHEREAS the Edmonton and Slave Lake Railway Com- Preamble, pany has, by its 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, declares and enacts as follows: revived. extended. 1. Chapter 66 of the statutes of 1899, incorporating the 1899, c. 66 Edmonton and Slave Lake Railway Company, is revived and declared to be in force, and the time limited for com- Time for mencing the railway which the said Company is by the said construction Act authorized to construct, and for the expenditure of fifteen per cent on the amount of the capital stock as provided by section 14 of the said Act, is extended for a period of two years from the first day of November, one thousand nine hundred and two; and if the construction of the said railway is not then commenced, and if such expenditure is not so made, or if the railway is not finished and put in operation within five years from the said first day of November, then the powers of construction granted to the said Company shall cease and be null and void as respects so much of the railway as then remains uncompleted. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's most Excellent Majesty. |