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general

9. A general meeting of the Company shall be called Annual once in each year, after the organization of the Company, meeting. and commencement of business, as the Directors may appoint, after not less than ten days' notice in one or more Notice and newspapers, published in the City of Toronto, at which business. meetings a statement of the affairs of the Company shall

be submitted; special general, or extraordinary meetings Special may, at any time, be called by five of the Directors, or shall meetings. be called by requisition of twenty-five members, specifying in the notice the object of such meeting

10. The head office of the Company shall be in the City of Head office Toronto in the Province of Ontario, or in such other city of and agencies. the Dominion of Canada, as may be decided on hereafter by the Directors; but branches or sub-boards, or agencies may be established, either within the Dominion of Canada or elsewhere, in such manner as the Directors may, from time to time, appoint: Provided. that no insurance shall be effected Proviso: in any Province, other than the Province in which the head where only office of the Company is situate, until an office or domicile is may be opened in some place therein, and a local agent or manager is there appointed.

insurance

effected.

11. Each subscriber to the guarantee fund shall be entitled Votes. either in person or by proxy, to one vote for every one hundred dollars subscription-all calls being paid, and every holder of a policy on the mutual principle, upon which all premiums due have been paid, shall have one vote in person for each five thousand dollars insurance held by him; no proxy can vote unless he is himself a member qualified to Proxies.

vote.

12. The Directors shall have power to make calls upon Calls on the subscribers to the guarantee fund, for such sums and at subscribers. such times as they shall think fit, for the purposes of the Company, and to sue for and enforce the payment of the same; they may also declare all subscriptions forfeited on Forfeiture which such calls have not been duly paid, and re-allot or sell for non-paythe same, or any part thereof, for the benefit of the Company, other person or persons.

to any

ment.

13.. No subscriber to the guarantee fund shall be liable as Liability of a subscriber for more than the amount of his subscription, shareholders and policyand his liability as a guarantor shall be limited to the amount holders for which he has subscribed as such guarantor; and no limited. policy-holder shall be liable for more than the premiums on his policy.

14. The Company shall have a corporate seal, and may Seal. sue or be sued in its corporate name.

Investment of funds.

Securities.

Conditions of loans by company.

Power to hold real

estate mortgaged. Proviso.

Investment in foreign securities.

Real estate.

Transfer of shares.

15. It shall be lawful for the said Company to invest its funds in the debentures, bonds, stocks or other securities of the Dominion of Canada, or on the security thereof, or in or on the securities of any of the Provinces comprising the Dominion, or in or on the securities of any municipal corporation in the Dominion, or on the security of stock or debentures of any incorporated building society, loan or investment company, or of bank stock, or on the security of real estate or mortgage security thereon, or on the security of leaseholds or term or terms of years, or other estate or interest in real property or mortgage security thereon in any Province of the Dominion, or on its life policies to the extent of their surrender value, and to change and re-invest the same as occasion may, from time to time, require; and to take, receive and hold all or any of such securities in the corporate name of the Company, or in the name of trustees for the Company appointed by the Directors, whether for funds invested by being advanced or paid in the purchase of such securities, or loaned by the said Company on the security of the said debentures, bonds, stock, mortgages, or other securities as aforesaid; such loans to be on such terms and conditions, and in such manner, and at such times and for such sums, and in such sums of repayment, whether of principal or interest, or principal and interest together, and at such interest and return as the Board of Directors may, from time to time, determine and direct, and whether they are taken absolutely or conditionally, or whether such securities are taken in satisfaction of debts due to the said Company, or judgments recovered against any person or body corporate in its behalf, or in security for the payment of the same, or of any part thereof.

16. The Company may hold such real estate as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts or judgments recovered: Provided always, that all real estate so mortgaged or conveyed in security as aforesaid, shall be sold and disposed of within ten years from the time of its becoming the absolute property of the Company.

17. The Company may invest or deposit such portion of its funds in foreign securities as may be necessary in the establishment or maintenance of any foreign branch.

18. The Company may hold real estate, which may be required for the use and accommodation of the Company, and may sell or mortgage the same.

19. The shares of the subscribers to the guarantee fund shall be transferable under the regulations of and in accordance with the by-laws; but the Company shall not be liable for the execution of any trust, whether expressed, implied or constructive.

20. Sections twelve, fourteen, thirty-one, thirty-seven and Certain secforty of the "Canada Joint Stock Companies Clauses Act, tons of 32, 33 1869," shall apply to this Act and be incorporated therewith, apply. in so far as the same are not inconsistent with the provisions

of this Act.

66

Insurance

21. This Act and the Company hereby incorporated, and General the exercise of the powers hereby conferred, shall be subject Act to apply. to the provisions contained in The Consolidated Insurance Act, 1877," and to such other legislation on the subject of insurance as may, from time to time, be passed.

CHAP. 74.

An Act to amend the Act incorporating "The Ottawa Loan and Investment Company," and to change the name to "The Manitoba and North-West Loan Company (Limited).”

WE

[Assented to 15th May, 1879.]

THEREAS the Ottawa Loan and Investment Company Preamble. have petitioned for certain changes and amendments

to the Act of incorporation of the said Company, passed in

the thirty-seventh year of Her Majesty's Reign, and chap- 37 V., c. 104. tered one hundred and four, and that the name of the said Company be changed; and it is expedient that the prayer of the said petition be granted: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:--

1. The corporate name of the said Company is hereby Corporate changed to that of "The Manitoba and North-West Loan name changed Company (Limited)," and under that name the said Company may sue and be sued, plead and be impleaded, in all -courts and places whatsoever.

for the old.

2. The said "The Manitoba and North-West Loan Com- New company pany (Limited)" hereinafter called "the Company," shall substituted have, hold and continue to exercise all the rights, powers and privileges that have heretofore been held, exercised and enjoyed by the said "The Ottawa Loan and Investment Company," and shall be subject to all liability to which "the Liabilities, Company," under its original name, was liable in as full and &c., conample a manner as if the said The Ottawa Loan and Investment Company" had continued to exist under its original name; and all the statutory provisions applicable to the said "The Ottawa Loan and Investment Company shall continue applicable to "the Company" so far as the same are not contrary to or inconsistent with the provisions of this Act.

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tinued.

Assets of old company vested in the new.

Section 3, of

3. All movable and immovable property, shares or stocks, debts, rights, claims and privileges of the said "The Ottawa Loan and Investment Company" shall hereafter be held by and vested in "the Company," and all the shareholders in the said "The Ottawa Loan and Investment Company shall continue shareholders in all respects as if no change had been made in the name.

27

4. The third section of the said Act is hereby repealed, 37 V., c. 104, and the following section is hereby put in its place, that is to say :

repealed,

and a new section

substituted.

Powers and

business of

May make loans, and on what security

and terms.

mortgages,

&c.

"3. The Company are hereby empowered to lay out and invest their capital, in the first place, in paying and disthe company charging all costs, charges and expenses incurred in applying for and obtaining this Act, and the said Act of incorporation, and all other expenses preparatory or relating thereto; and the remainder of such capital, or so much thereof as may, from time to time, be deemed necessary, in the manner, and for the purposes hereinafter mentioned. that is to say: the Company may, from time to time, lend and advance money, by way of loan or otherwise, for such periods as they may deem expedient, on any real or leasehold security, or both, or on the public securities of the Dominion, or of the several Provinces of the Dominion, or on security of the debentures of any corporation, issued under or in pursuance of any statutory authority, and upon such terms and conditions as to the Company shall seem May acquire satisfactory or expedient, and may acquire, by purchase or otherwise, mortgages on real or leasehold estate, and evidences of debt (other than the stocks of incorporated Companies) secured by mortgage or pledge of freehold or leasehold lands and debentures of municipal or other corporations issued under any statutory authority, and may re-sell the same as they may deem advisable, with power to do all acts that may be necessary for advancing such sums of money and for receiving and obtaining re-payment thereof, and for compelling the payment of all interest (if any) accruing from such sums so advanced, and the observance and fulfilment of any conditions annexed to such advance, and the forfeiture of any term or property consequent on the non-fulfilment of such conditions or for delay of payment, and to give receipts, acquittances and discharges for the same, either absolutely and wholly or partially, and to execute such deeds, assignments or other instruments as may be necessary for carrying any such purchase or re-sale into Application effect; and for all and every, and any of the foregoing purposes, and for every and any other purpose in this Act mentioned or referred to, the Company may lay out and apply the capital and property, for the time being, of the Company, or any part thereof. or any of the moneys authorized to be hereafter raised, or received by the Company in

Powers for collecting moneys owing to them.

of capital to such purposes.

addition

addition to their capital for the time being, with power to do, authorize and exercise all acts and powers whatsoever in the opinion of the Directors of the Company, requisite or expedient to be done or exercised in relation thereto."

5. The fourth section of the said Act is hereby repealed.

Sec. 4, of 37

V., c. 104, repealed.

repealed, and

6. The fifth section of the said Act is hereby repealed; and Sec. 5, of 37 in lieu thereof it is enacted that the Directors may, from time V., c. 104, to time, with the consent of the majority of the shareholders a new section present or represented at a general meeting, borrow money substituted. Borrowing upon the debentures of the Company at such rate of interest and upon such terms as they may think proper; and the company. Directors may, for that purpose, make or cause to be

powers of the

by the

made debentures for sums not less than one hundred Debentures dollars each or twenty pounds sterling money, which to be issued may be made payable at any place and either to order Company. or bearer, and may have interest coupons attached; and such debentures shall be signed by the President or Vice-President and the Manager of the said Company, and shall be under the common seal of the said Company; and the coupons shall be signed by the Manager; and such debentures and coupons respectively shall be payable at such time and place as the said debentures and coupons shall therein respectively state: Provided that no purchaser Proviso: of a debenture or debentures of the Company shall purchasers be bound to enquire into the occasion of any such loan make certain or the issuing of any such debenture or debentures or into inquiries. the validity of any resolution authorizing the same or the purpose for which such loan is wanted: Provided also, that Proviso: the total amount of the sums to be borrowed as aforesaid total amount shall never exceed eighty per cent. of the subscribed capital of the said Company upon which twenty per cent. has first been paid up.

need not

limited.

7. The ninth section of the said Act is hereby repealed, Sec. 9 of 37 and the following section is hereby put in its place, that is to say :

V., c. 104, repealed, and a new section substituted.

may take.

"9. The Company may stipulate for, take, reserve and exact What interest. any rate of interest or discount that may be lawfully taken the Company by individuals, in any part of the Dominion except the Province of Quebec and on loans made by the Company in the Province of Quebec, whatever rate may be lawfully taken there, by incorporated companies, and may also receive an annual payment on any loan by way of a sinking Sinking fund. fund for the gradual extinction of such loan, upon such terms and in such manner as may be regulated by the bylaws of the Company."

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