^X^ ^ <':^, IMAGE EVALUATION TEST TARGET (MT-3) 1.0 i.l 12.5 u litt IS lio 12.0 11.25 U 111.6 — 6" ^. 7 Photpgraphic Sciences Corporation 23 WIST MAIN STRUT WIBSTfR,N.Y. 145M (716)«72-4i,03 ;\ CIHM/ICMH Microfiche Series. CIHM/ICIVIH Collection de microfiches. Canadian instituta for Historical Microroproductiont / Institut Canadian da microreproductions historiquas Wyi^>'W'.:ik''A Technical and Bibliographic Notat/Notas tachniquas at bibiiographiquas Tha Instituta haa attamptad to obtain tha baat original copv availabia for filming. Faaturaa of thia copy which may ba bibiiographically uniqua. which may altar any of tha imagaa in tha raproduction, or which may significantly changa tha usual mathod of filming, ara chackad balow. 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The posi ofti film Ori| bagi tha sior othi first sion oril Tha shal TiNi whii Mai diffi antii bagi righ raqi met This item is filmed at the reduction ratio checked below/ Ce document est film* au taux de reduction indiquA ci-dessous. 10X 14X 18X 22X 26X 30X \/ 12X 16X aox 24X 28X 32X Th« copy filmad her* has b««n r«procluc«d thanks to tha ganarosity of: Library of tha Public Archivas of Canada L'axamplaira f ilmA f ut raprodult grAea A la g4n4roslt6 da: La biblioth^qua das Archivas pubiiquas «iu Canada Tha imagas appaaring hara ara tha bast quality possibia conaidaring tha condition and lagibility of tha original copy and in kaaping with tha filming contract spacif icatlons. Original copiaa in printad papar covara ara filmad baginning with tha front covar and anding on tha laat paga with a printad or illustratad impraa- sion, or tha back covar whan appropriata. All othar original copiaa ara filmad baginning on tha first paga with a printad or illuatratad impras- sion, and anding on tha last paga with a printad or illustratad imprassion. Tha laat racordad frama on aach microflcha shall contain tha symbol -^ (moaning "CON- TINUED"), or tha symbol V (moaning "END"), whiehavar applias. Laa imagaa suivantas ont MA raproduitas avac la plus grand soin, compta tanu da la condition at da la nattatA da l'axamplaira filmA, at an conformity avac las conditions du contrat da filmaga. Laa axamplairas originaux dont la couvarture an papiar ast ImprimAa sont f ilmte an comman9ant par la pramiar plat at an tarminant soit par la darnlAra paga qui comporta una amprainta d'imprassion ou d'illustration, soit par la sacond plat, salon la cas. Tous las autras axamplairas originaux aont filmAs an commandant par la pramiAra paga qui comporta una amprainta d'imprassion ou d'illustration at an tarminant par la darnlAra paga qui comporta una talla amprainta. Un daa aymbolaa auivants apparaftra sur la darnlAra imaga da chaqua microflcha, salon la caa: la symbols — ► signifia "A SUIVRE", la aymbola V signifia "FIN". Maps, platas, charts, ate, may ba filmad at diffarant raduction ratios. Thosa too larga to ba antiraly includad in ona axposura ara filmad baginning in tha uppar laft hand cornar, laft to right and top to bottom, as many framaa as raquirad. Tha following diagrams illustrata tha mathod: Las cartas, pianchas, tabiaaux, ate, pauvant Atra filmAs A daa taux ds rAduction diffArants. Lorsqua la documant ast trop grand pour Atre raproduit an un saul clichA, il ast filmA A partir da I'angia aupAriaur gaucha, da gaucha A droita. at da haut an baa, an pranant la nombre d'imagas nAcassaira. Las diagrammas suivants illustrant la mAthoda. 1 2 3 32X 1 2 3 4 5 8 1 AN ACT TO INCORPORATE THE CMADA LANDED CREDIT COMPANY Toronto: PRINTED nv STEWART DERBISHIRE & GEORGE DESBAH;. "S, Law Printer to the Queen's Most Excellent Majest/. 1858. I Z*^': ANNO VICESIMO-SECUNDO V 1 C T () R I iE \i E G I N iE . I CAP. CXXXIII. All Act to iiicoiporate the Canada Landed Credit Com- pany. [Assented to IG/A August, 1858.] WllKREAS thf improvt'd and uniiiiprovi'd lands in tliis preamble. Province would bo rendered pniiiitncntiy more produci- jvo and valuable by llie application of a i,'reater amount of ca- pital than is now eniploycid upon tliern ; And whereas (lapital so cmployeil would be the means of inereasinglhc demand for ad- ditional labor, of proflucinj^ additional supplies of food, and of pronioling the prospcirity of every class ol the community ; and it is therefore desirabh? to encourage tin; introduction of such capital into this Province for that purpose ; And wluireas it would greatly factilitatc; the borrowing on advantageous terms of such sums as may be re(|\iired by landed proprietors, if the same were raised by Debentures issued upon tlu; credit of the capital of a joint stock Company, and on the securities on real estate licdd by such Company, instead of being raised upon the separate credit of each individual landowner : Therefore, Her Majesty, by and with the advice and consent of the Legis- lative Council and Assembly of Canada, enacts as follows : 1. Wni. II. Boulton, John Beverley Robinson, Richard L. Certain per- Denison, VVm. C. Gwynnt!, E. VV. Thomson, Samuel Spreull, sonskxwrpo- Fred; W. Jarvis, John Shaw, Thos. Clarkson, Win. M(rMasler, '"'^^■ L. M«)H'att, W. P. Ilowland, Thomas Sclireiber, and all or any otiuir person or persons, bodies politic and corporate, who as executors, administrators, successors or assigns, or by any other lawful title, may hold any part, share or interest in the capital stock oftlu' said Company, and their executors, administrators, successors and assigns, shall be and tiiey are hereby constituted a body politic and corporate , under the name and style of the Canada Landed Credit Company, and shall by that namt; have corporate perpetual succession and a commov, ; al,f\nd by the same name name, &o. be capable of suing and being sue^J ii' all Courts of Justice in this Province. 2. It shall be lawful for the said Company to lay out and certain pow- jnvest their capital in the first place in paying and discharging era of loaning all expenses incurred in applying for and obtaining this Act, ™""'y grant- and the preliminary expenses attending the establishment of company, the said Company, and the remainder, or so much thereof as may from time to time be deemed necessary for and towards carrying out the objects of this undertaking as hereinafter men- tioned, that is to say, from time to time, and at any time, to lend and advance money, by way of loan or otherwise, on real or immoveable estate in the said Province, to be secured by such real Proviso • if loan bo on wild lanJs. ^»-'M. Ca.-'K. U,.,UU C„„u Co.-.,„„, ^i Vict. ^„. — ifivorp. 12 Vict I'l-Ovljo ; into. rc.-t not to ex. ceuci 8 per cout., and Sinking Fund to be provided in every cnse. Furtlior gene ral powers. pnnxisc ,,f .... .' y *" ^^ '"' or )imii Inn?/ 1'^ Hflviince m§mmm 1*1.. 1 ' . * and ev,.„,i.,. ..,. ."^''•»'-/?'"^ 'or r Forms of con- veyanjeand inortgiige to Company. Company may 4 ti.,. • w, receive half , ^ ,'"- *"«'« Conipanv mi,- . i ia advance^ time to timT..^' "■'•*''" advance ii„. hn]f ''.''' ,'''''P"^^'^'rvd, U, Capital. Shares to be personal es- tate. •*. J lie Capita] of the *ni,? r- 7. I 'Corp. >•> VfCT. I V"vi(l.'(J always <•' 'ami ,n ,|,i., ■""I unpiovlnff ."^'xli worlv-.s or l>l";inic(I/i,rt|,a, ^" ;'" JllOllcy so ■<''ng' i-itflif" ,,t.r 'T -^o adv.'UKrod ""••-N Jlian iwo ""• snkl Com- N>''<'i/icd in t|„. •• '>< s„(l, real '" "»• |)rofif.s a.s ;''''y ''<» all m^ts 'y» and for rc- <'nu ili(. non- '■'>l"'i- ICcipis, ''<». aiidioj-i;,,. 'l"i>^ito orcx- ""' ^nid pur- * I I ) "y, iMidd- or «) as ijj,, (.J,.. "''"i,i,'iiioncv ""<'<•!• M-af '"<' may bj ■' annexed, ^ oilier form o^vcn-d, lo ''Tt'sf from ul(! by the Hundred a'-d such ^fginijing numbers 1 estate, re of real 7. « I85H. Canudu Landed Credit Co. — Inrorp. Cap. 133. ^ 7. i'lu; Coinpany shall krcpa l)ooli,lo !)«• called " tin- Hej^is- |{,.^utcrol■ lor Uook «)!' Shareholders," and in such liook shall lie fiiirly and HliiirvliulderR. distinctly catered, I'roiii time to time, the iiam*>s and additions of the sev«'ral persons beinj,' shaieholders o[ the; Coinpany, the number of shares lo which such shareholders shall be respi-ct- ively entitled, distinguishing' each share by its number, and the amount of the subscriptions paid on such shares ; and sucn liooU shall be aiithentitated by the eommoa ^eal of the I'nmpany bein^ allixed thereto. lid re;,'ister of shareholders, the A.Mro.-s.'fj of per l)ook, to be called '^ The Share- ^'-'''f'''''''^"- H. In addition to the said Company shall providi! a prop* holders' Address Hook," in which tlu; Secretary «hall from lime to lime enter the places of alMKli- of the several shareholders of the Company ; and every shareholder, or creditor of the Company, or aj^cnl ofsiu-li shareholder or creditor may at all convenient limes perus(! su(;h re^isl»!r and address book f^ratis, Access tlieret* and may require a copy lliereof, or of any part tli(;reof; and urnti;^. for evi'ry hundred words so re(|uired to be copied, the Secretary may dennnid a sum not exceediufi; ten cents. 9. On demand of the holder of any share, th(> ('ompany shall c'crtificates of cause a certilicat(! of the Proprietorship of such share to br de- shnres. livored lo such shareholder ; and such certilieate shall have the common .^eal of the (Company allixed tlier(!to, and such certifi- cate shall specify the share or number of shares in the under- taking lo wh1 the I'oiin in Scliolnlr I), to tliij* Act uniu'xrd, or to tli»' likii cIliMl ; and the f«iiinr ^wlicn duly «»X("Mil('(l) mIiiiII hr delivered to llie Seeretmv, iind he kept by him, iind tiie Secretary «hiiil enter ii lueinoriMl thereof in ii h(K>k, (o l)e ealh'd *' The Ki^^ister ol'Tranr^fer!^," and shall enthjrui' Bntrynn.liV. such entry on the ileed of tra I'cr ; and for e\ cry such entry and endorsement the Se(-relary may demand any sum not exceeding one tlollar, and on the re(|iiest .and at the option ol llie purchaser of any Share, a new certilK-ate shall l)e grant- ed in the maimer al<)rem n;ie dollar; and such endorst-- ment bein^ siij;ned by the Seeri miy, shall bi* considered in every respect the samtr us u niw eertilicate, luid imlil siuili transler shall have been so «leli\cri'{| to the Secretary as afore- said, the seller of such share ^liall remain liable for all future (iulls, and the piu'chaser of ilie share shall not be entitled to receive any shan'ofllu! jjrolii- of the said undcrlakini;, or to vot(> in respect of such shan . I \M\ 'ithci of iu- (lorscmont by 8«crotikry. Trusfcr not to 1x3 mmlo until culls paid. Transfer ol shares to be modo only T»ltll COIlsoiit of Directors ofter notice given. I*J. No sharclioldcr shall be entitled to transfer any simro imtil he shall have paid all calls for the time beiuuf due on every share held by him. l!l. F.vcry p<'rsou who shall be desirous of transferring any share or shares in \\w (Company, shall, as soon as lie shall liavi^ procured any person to b«> a holder of such share or slum's in the (Company, j^ivc notice thereof in writinj^ to the Directors of th(! Company, at the place of business in Londcm, in Kns^land, or at Toronto, in tliis Province, and shall describt? in such notice the name and residence of such other person, and the immlM'r or mimixMs of such share or shares; or such notice may l)i- ifiven by the person proposed to be the hohhr of such share or shares; and the Directors shall proceed without delay to take every such notice into ccm- sid((ralion, and shall, if reipiired under the hands of two or more of them, certify in wrilinu; to the person <^'ivinf,'llie notice, the approbation or (lisiipprobaiiou of the Directors of the pro- posed holder or holders, anil >uch ju'oposed holder or holders shall not bo admitted or leafislered as a shareholder or share- holders, unless he, she or they shall be approved of by the Directors, an ol the marriage 01 a lemalc toboauthon- shareholder, or by any other leji^al means than by a transfer dMlwut'ion? iif'cordini,' to the provisions of this Act, the same shall be au- ihentioated by a declaration in writing, as hereinafter mentioned, or .^■..Sii^.. . 'orp. M •- '.' '^' '•' "»'■•< Art ;/> '-•"•'• .•n.r; ' ""> """I n.i '," ,1'!" "/"ion "'•■'•••""•y tuny ""' '""il NIK./, ■''';."y 'IN afor,.. ", '•"• "" fnuirr ;",".""■"••'' fo ""'>■'"/,', or to I '""•i>' «'«'• on ("'•'••'•'"I,' any "' ■'^''.Wi /lavr. "'• ••^'/-•.n-M in ""•'■'•tors of f^"m/„n, in '" ''••NcrilK. ""•'' ot/ior >''i!irc or ' l"*0/j().so(/ ''['"rN ,s;,.j// ";'o con- "' 'wo or '"■ 'lofic,.^ ' "'" pro- "• 'foidcrs '*'■ ^'iiaro- ''' '>y the *>">* nnd ■'•frjuir- !noy of ''-nia/o '•'insfer {jf' an- ionotf, or I 1858. Canada Landed Credit Co.—Incorp. Cap. 133. J or in Hueli othor inannrr nn \\w UinuiloN hIiqII rv(|uiru ; and ••very xix^li (liu'laration shall diNtinctly Htat(> tho niannur in which the party to whom Nurh Nliarc nhnll liuvr In-nn no trnnNUiittiid ; and Hliall l)i> uuitir. and sit^ncd, and nhall Ij<' by HHch party acknowlcdj^cd hcfort' a Jiidgr or (^aniniHsionur for taking aHidavit»4 in Ihr Supt.-rior i^oiirts, who aii- li'Tcby authori/rd to takr Nurli atlidavils ; and sucli dc< hiration shall l)C! left with tin >Sc(T(Mary, iind thereupon h<> mIiuII enter the name ol' the iierson entitled under sueh trans- mission in the Ilitwisler Hook ol' Shareholtlers of the Com- tiany, whereby, sueh i)erson shall be nnd become a share- lolder in the said nmlerlakinj^ ; and loi every such entry tla; t,air> uuU r*-. Seeretary may d(*mand any sum not i-xceedin^ one dollar. And until such traii-^mission shall have heen so authenticated, no person (a* party claiming by virtue of sueh transmission, shall be entitled to receive any share oIiIk' profits of (Ik; Com- pany, nor to vote in respect «>f any such shares as the holder thereof. tH. VV'ith rcsp(!ct lo any share tit which several persons ntay Aa toihnrti b«! join..y entitled, all notice"* directed In be f,'iven lo the share- heM Jointly, holders shall be <^iven to such of the said p(;rsons wIiom' names shall stand first in the Uegister of SlianJiolders ; and notice so givi'li ^llall lie sullicieiit noli<-c to all the proprietors of sueh share unless any such joint propiielor >liall, by writ iiif^ under his hand, re(|U(!st such notice tobeliare sliiill ^tand in the i\ro subject. l)o«)ks of I he Company, shall from :;me to liiiu be a siitfi- cienl dischars^e to the Company f(n' any dividend or other sum of money pay:il»le in respect of siieli hare, nolwithstundinp; any 1rusl> tiiwii/iii mkIi >!iare mas then be subject, and whella-ror not llic ( ()iii|)aiiy have hurl notice of such trusts, and the ('(Uiipany shall not Ik* Intund tn see lo the iipplication of the money paid upon such leceipt. IT. 'riie Comjiany may lidiii tiinr in time make such calls <.'all3 how lo of nnaiey uiuin the respcclive shareholders in re -peet of the '"" ""'^' ***• amount of capital n-speclively subscrihed orowinj,'by them, as they sliall deem necessary, provided that thirty days' notice at the least be lifivtm of each <'all, and 'lial no call exceed the am-;ive culls be not made at less than tlu> interval of thirr months, and that the agi*re;^at(! amount of calls made in one year do not exceed the amount of forty dollars per share ; and every sharfdiolder shall be liable to pay tho amount of calls so made in respect of the shares held by him, to the persons and at ihe limes and places from time to time appointed by the (Company: Provided Proviso. "" always F 8 Cap. 133. Canada Landed Credit Co. — Incorp. 22 Vict. 189 When the always that it shall not be lawful for the said Company to Company may commence Iwsiness until a sum of not less than fifty thousand B?™«^"'^'' *"' dollars sliall have been paid up by the subscribers to the said capital stock. smess. Int"VCSt t'l hr. charged on unpaid ciill^. Interost Mi- aowed on calls iwid in ad- irance. before, or on the do not pay the lif'ble to pay interest for the :lay appoint(!d for payment, any imonnt of any call, Ik; shall be Amount of calls may b<.' recovered by suit. Certain lor- malities not necessary in actions tor calls. Whiit oiilv need be pruv- rdon thefiiol IH. If sharNpect 'f Company per centum, "d »ho Com- ^or the pay. "le amount der for the ? competent 't at the rate '' *^"ch caJI n any calj, «er, but it " holder of s indebted " amount, '■<-> dilating «n action ft. ' to prove ' a hoJder caJJ Was '••led by ■'Ppoint- •■ 'natter «it/ed to hereon, cds fhe eh caiJ "en the ing to made. 9». 1858. Canada Landed Credit Co. — Incor/i. Cap. 133. 9 33. Tli»> prodiK'tion of the register hook ol shareholders of Evidence ol' the Company, or a certified extract therefrom, under th(; signa- party being a ture of the secretary of the company, sliall he pi'imii facie evi- i^l'-i'd'oWer. denee of such defendant being a sharehoklcr, and of the iuunl)er and amount of his shares anrl of the sums paid in respect thereof. 34. If th(! holder ot any share fail lo pay a call })ayal)le by Forleiture ol' him in respect thereof, togetlier with the interest that shall have sli.ires foi non accrued thereon, lh(^ directors, at any time after th(? expiraticm ^^Yk*^" "^ of one month from the day appointed for payment of such call, may declare such share forffMted and that whether the Company have su(!d for the amount of such call or not. 3»i. No advantage shall be taken of such forfeiture unless Ifow sucli for- the same shall l)(> declar»Ml to be forfiitcd at a general meetmg feiturcdeclar- of the company to be held after the expiraticm of three months at the least from the day cm which such notice of intention to mak(! such declaration of forfeiture shall have been given ; and it shall be lawful for the Company to confirm such fori'eiture at any such me(;ting and by an order at such meeting, or at any subseciuent general meeting, to direct the share so forfeited to be sold or otherwise disposed of, and after stu-h ccmfirmatiim the directors msiy sell the forfeited shares, and either separately or together in lots as to them may seem fit. 36. A declaration in writing by an oflicer or servant of the How forfeited impany, or by some credible person (not interested in the shares shall be the purchaser. matter), made before any Judge, or before a Commissioner for ♦h°^^,^„i,„,. taking affidavits in the Superior Courts, who are hereby au- thorized to lake such (h'claration, that the call in respect of a share was made and notice thereof given, and that default in payment of the; call was made, and that the; forfeiture of the share was declared and confirmed in manner hereinbefore required, shall be suflicient evidence of the facts therein stated, and such declaration and receipt of the secretary of the Com- pany for the price of such share shall constitute a good title to such sha.e, and thereupon the purchaser shall be tleemed the proprietor of such share, dis(;harged from all calls made prior to such purchase, and a certificate of proprietorship shall be delivered to such purchaser upon his signing the undertaking lo hold the said shares so purchased by him as aforesaid sub- ject to th(! provisions of tiiis Act, and he shall not be bound to see to the application of the; purchase money, nor shall his title to such share be idleeted by any irregularity in the proeeedinss in reference to auv such sale. 37. Th(! Con hall /«■. ii,y. viMiipany shall not sell or transfer more of the y^, ^^j.^, shares of any such defardter than will be sufficient, as nearly sliiirestobe as can be ascertained at tlie lime of such sale to pay the arrears ""^'^ ^''l"* .^^'' then due from such defaulter on accoiMit of any calls, together nJ^^cav. with 10 Cap. 133. Canada Landed Credit Co.— Incorp. 22 Vict. with inlorcst and the expenses attending such sale and decla- ration of forfeiture, and if the money produced by the >^ale of any such forfeited share be more than sufficient to pay all arrears of calls and interest then^on due at the lime of sue:, sale and the expenses attending the declaration of forfeiture and sale thereof, the surplus shall on demand be paid to the defaulter, or in default thereof, a|)plied in and towards satis- faction of any calls made thereafter, but prior to such demand being made as last aforesaid, in respect of the remaining unsold shares of such defaulter. Paymeut_ of 28. If the payment of sucii arrears of calls and inlcrest and Jll^f forfeU- «'xpenses be made before any shares so forf(>iten returned unsatisfied, in whole or in part, and the amount due on such execution shall b(! the amount recoverable with co.sts against such shareholder. 30. Wluni and so soon as the Company shall have advanced any sum of money on the security of real estate, or other secu- rity iu this Act mcmtioned, and shall have in their custody and possession the mortgage Deed duly executed, registered and per- fected, it shall l)e lawful for the said Company to issue a deben- ture or debentures, equal in amount to the sum so advanced on mortgage, and such debentures shall be numbered in arithmet- ical progression, beginning with number one, and be respectively distinguished by the number affixed to th(!m : Kvery debenture shall truly state the sum for which it is issued, which shall not be for a l<\ss sum than fifty dollars, or the like amount in sterling money, the lime when payable, and the interest it bears, which shall not exceed eight per centum per annum, and the same may be in the form in the Schedule E, to this Act annexed, or to the like cfTect ; Provided that the amount to be raised by debentures do not exceed the amount of the capital authorized by this Act. 31. The Company shall keep a book, to be c.-.' lied "The Mortgage; and Debenture Book," and in such book shall be fairly and distinctly entered fromtiuu! to time, the date, names, amount of mortgage; money advanced, and other short particu- lars of every Mortgage Deed in their custody and possession, together with the number and amount, and othen- short particu- lars of the debenture or debentures issued in res|)ect thereof, which shall in no case exceed the amount so advanced on Mortgage. IBI Dct>cnturc» may be issued by the Com- pany, and mo- ney raised on them : how and when. Ptovii'o. Mortgage aud debenture booli to be kept. «aio and deela- ?. '^y 'he .aie of "^ time of sue" '''' paid fo fi,o '"^v^arcJ-s satis- ;,^'":'' demand '^'"'"A" unsold „'■?'''«'«« and r'; ^f'vort Jo ./'a'Wo for or '!>"■'/ oi ,/,e '"• >*'i.dl he "i^''»"v- siiaJi '■'' ynd (/,e ■'''''"vorabif ' advanced >'iior socu. '•^'«<^y and d and per- ' a dcbuti- '•"leod on arithmef. [X'Oliveiy f'ljon(„r„ '^'i s/iaJi J"unt in '-rest if annijiij, 'f> tiiis •mount «'/■ tlie " The i/I be "lies, '■ficu- «ion, licu- reof, ' on 1858. Canada Landed Credit Co. — Incorp. Cap. 133. II I Attcstntion of such state- meat. 3!2. The Company shall, on the first day of January and statementto Jnly in each year, transmit to the Inspector General a full and be sent period- clear statement of their assets and liabilities on the day of the '""'Y ^n^' date thereof, and such statement shall contain, in addition to ^,eral?' such other particulars as the Inspector General may require : 1st. The amount of Slock subscribed ; 2nd. Th(! amouni paid in upon such stock ; 3rd. Tiie amount borrowed for the purposes of investment and the securities given therefor ; 4th. Tiic amount invested and secured by mortgage deeds; 5tli. Tlie valu(!()f the Real EsliUe under mortgage. 33. And sMcli slatement sliall be attested by the oath before^ some Justice of tli(! Peace, of two persons, one being the Pre- sident, Vice-President, or other functionary for the time being at the head of the Company, and the other the Casliier or Auditor of tlie Company, eacli of wiioni shall swear distinctly, that he luis such quality or odice as aforesaid ; that he has had the means of v 'iiuJ one I'e first ten F«' at any I" payabio "y Pi-oxy, Prized by ' Act an- d.of the 'sifion at ands, or 'ands by 'uding ^'ote, not '■/"there ' unless itted to before ' used, proxy e, the aiders so of Jreof, older ' tlie cnce ball ■om au- md in re- K Canada Landed Credit Co. — Incorp. Cap. 133. 13 Provisional Directors. First election of Diiectors. Annual retire- ment of Di- rectors. 40. Tlic business and affairs of the said Company shall be conducted and managed by a Board of Directors to be appointed by the siiarcliolders as hereinafter provided, whicli Board shall consist of qualified shareholders, and which Board in tiie first instance, and provisionally and until the first general annual meeting of the Company, shall consist of William H. Boulton, John Beverley Robinson, Richard L. Dcnison, William C. Gwynne, E. W. Thomson, Samuel Spreull, Frederick W. Jarvis, John Shaw, Thomas Clarkson, William McMaster, L. Moffatt, W. P. Ilowland and Thomas Schreiber, who shall re- main in office nntil the first Wednesday in January, one thou- sand eight hundred and fifty-nine, and shall then go out of office, being eligible for re-election, and shall then he replaced by twelve Directors, to be eleeted by the sliarelu)ld(!rs, who shall attend either in their own ])('rs()ns or by proxy, and six of the said Directors shall go out of oince, by rotation, in each year, being, however, eligible for re-election as Directors, and the election of Directors in place of those so retiring from office shall be held at the first annual general meeting of the Company by the shareholders, wlio shall either attend in their own persons or by proxy, and all elections of Directors shall b(; by l)allot, and the persons having the greatest number of votes at any such election shall ho Directors, and if two or more shall have an equal number of votes in such manner that more than two shall appear to he chosen, then another ballot shall be taken uniil it shall Ik; d<'1(Mmined which of the said two or more shall have a majority of votes, and the Directors shall choose their President and Viee-PresidenI : Provided always that five Directors shall he a quorum for the transac- tion of business ; Provided also tlinl the Directors to be elected under the provisions of this Act shall for the fust two years be holders of not less than ten shares, and afterwards shall bc^ holders of not less than Iwenty sli.'ir'w in the said Company. 41. The first Annual General Mreiing shall be held in the Annual gene- said City of Toronto, on the first Wednesday in January, one ral meetings thousand eight hundred and fifty-nine, or tlie next following ''|,^''^ ^'*'"^" day or any other day to l)e appoiiiled by the By-law, and the said meeting shall be held on tlie same day in every successive year thereafter in the said City, and at the said first Annual Mode of reti- Gencral Meeting the shareholders ])resent as aforesaid shall roinent of six then determine the mode and manner in which the six l*'i''><='<'"' Directors shall retire and in which they shall be then and in future elected, and the notice of all subsequent general annual meetings for the election of Directors shall eon- tain the names of the six retiring Directors; Provided always rroviso. that the retirement of the six first Directors shall be deter- mined by ballot among themselves. 49. The Directors shall have and exercise the powers. Powers, duties privileges and authorities set forth and vested in them by this and authori- Act, and thev shall be subject to and be governed by such ^l^ °* ^'"^"' Quoruii Qualification of Directors. by ..^^.. j^j.^ rules. H By-laws. Special meet- ings. Cap. 133. Canada Landed Credit Co. — Incorp. Vict. Affixing cor- porate Hcnl. •Calls. Piiymcnts anil loans. Managing property. Further gene- ral powers. Subject to control of ge- neral meet- ings. Proviso • as to real estate. rules, regulations and provisions as are herein contained with respect thereto and by thu By-laws to be made for the manage- ment of the said Company, and the Directors shall and may lawfully exercise all the powers of the Company except as to such matters as ar(^ directed by this Act to be transacted by a f(fmMiil meeting of the Company; they may call any general, special or other iui>etings of the Company or of the Directors whicli tliey may ileem necessary ; and they shall, upon requi- sition made in writing by any number of shareholders holding, in liie aggregate, one fifth part of the shares of the Company, con- vene an extraordinary general menfing; and such requisition ,so made hy the shareholders shall express the object of the uieelin^ proposed to be called, and shall be left at the Compa- ny's ollice, and if llic! Directors do not convene such general meeting within twcnly-one days from the date of {\iv recjuisition, the requisitionisls, or any other shiireholdors luiving the requir- ed number of shares, may thenisclvcs coiivene a meeting; tlie Directors may use and aliix or cause to be used and atlixed the S(!al of the Company to any ilociiiuent or paper which in their judgment may require the same ; they may make and enforce the calls upon the shares of the respective share- holders ; they may deelan; the forfeiture of all sliart s on which .such calls are not paid ; they may iuak(! any paynieiits and ad- vances of money as they may deem expedient wiii(;li are orsliall at any time be I'ltliorized'to be made by or on the behalf^ of the Company, and enter into all contracts for iht^ execution of the purposes of the Company, and for all other inatters necessary lor the transaction of i'-N/jai] '•'la/f of ^'■i^uMon mmufrs f'leraliy '■'y and nncr as "f the re /leid 'lahiii. !1 bf)dy »/■ Alii '^ aojs iti an- " the ■ per- from «uch :ihe llhe s of ion •Ne, •rs, ro- he is- r- y e 1868. Canada Landed Credit Co. — Incorp. Cap. ISS. 15 the Company at any period not later than one year from the acquisition of such real estate. 43. The Directors of the said Company may vote by proxy, Directors may such proxies being themselves Directors, and may be appuinird vote by proxy, according to the form in Schedule G of this Act, or to the likii efi'ecl ; but no Director shall act as proxy for more than ihree other Directors. 44. The following powers of the Company, that, is to say, axolusivc the (choice and removal of the Directors, Auditors and TreuMurer, powers vested the determination as to the remunerulion of the Directors and '" Slmrehold- of the Auditors, and the declaration of dividends shall be ex- meetings!'*" erciscid at a general meeting of the Company. A!i. The Directors shall cau^'e notices, minutes or copies, as the case may require, of all appoinlinents made or contracts entered into by the Directors, to b(! duly entered in books to be from time to time provided for the purpose, which shall be kept under the superintendence of the Directors, and every such entry shall be signed by the Chairman of the meeting at which the matter in respect of which such entry is made was moved or dismissed at or previously to tlie next meeting ol the Com- pany or directors, as the case may be, and a copy of such entry so signed shall be received as evidence in all Courts, and before all judges, justices, and others, without proof of such respective meeting having been duly convened or of the persons making or entering sudi orders or proceedings being shareholders or directors respectivelji, or of the signature of the chairman, all which last mentioned matters shall be presumed, and all such books shall at any reasonable lime be open to the inspection of any of the shareholders. 4hall be reduced into willing, and shall have adixed thereto the eommcm seal of the Company, and a copy of sueii ity-laws >liiill be given to every oHiecr and s(>rvaMt of the Coinpany, and any copy or exiraef tiierefrom (-(Mtified und«'r the signature of tiie secretary shall be i-videiice in all Courts of ■lusliee in this Provinee of sueh by-laws or extract from them, and that the same were duly made, and are in force ; and in any action or proceeding at law, criminal or civil or in ('(jui'y, it shall not be necessary to give any I'vidcnce to prov*- the seal of tilt! Compaiiv, and all documents purporting to be sealed with the s(>al of the Company, sliall be helil 1o have been duly sealed with the >":ii of the Comjiany. Wlmt shall 111' "iO. With re>]>eiM to any notice re(|uircd to be served by the deemed sufli- Company u|)on tlic -iiareholders, it shall be suliieicnt to Irans- «!f„1';^?i'i';'! ■" mi' 'he saui< liy |)nM dijccted according to the registered address or other known atkncss oi the sliarelioUler, withm such period as to admit of its being delivered in the due com>e of delivery witliin the jjcriod (i'any) jircscribed for the giving of such notice, and in |)ro\ iiigsuch uotic • it >li;ill be sullicient to prove that sueh notice w;is projierly direeied, iind that it was so put into the ))()sl (illice. >stoiiotk,> ,»|. All uotiee- ivijuired by this Act to be given by advcr- **i^''fV'" '"^ tiscmeut in a ncw-p-ipcr shall be signed by the cliairman of the mcut, meeting at which such notice shall be directed to be given, or by the secretary or other olliccr of the Company, and shall be advertised in the Canada C/azctlv and in such other newspapers as the directors shall order, unl(>ss otherwise specially |irovi(led by this Act, and the same shall thereupon Ix; deemed and con- sidered the same ;;< personal notices. Document •»3. Every summons, demand or notice, or other such docu- signcdbyono ment requiring aullientication by the Comj)any, may be signed sicretary t^J'"' ^V °"^ Director, and by the Secretary of the Company, and the bedeemcdnu- same may be in writing or in print, or partly in writing and thcntic. partly in ))rint. 1856 Directors may SS. It shall 1)0 lawful for the Directors of the said apply for Company when it shall have been determined at a meet- M toregistw ^"S "^ ^''^^ shareholders thereof, to apply for and obtain a Royal Charter of Incorporation or an Act of the Parliament of the 2'> Vict. 1858. Canada Landed Credit Co.—Incorp. Cap. 133. IT ■ Com- \^ rifjccs as »y, !ui(| to •iirposc of 'gents and t''i<> inan- 'N Wllfllso- •li !jy-laws "gnaiil lo Acl; and lall liiivo •■' <<>|)V of nif ()|"t|„. t'd nndcr Courts of "II thcni, iind in 111 <'any, of two dollars per centum (or other rate, but not to be eaa thnn two per centum) for (he period of years, or until the several sums so paid to the sinking fund, together with such interest thereon as the said Company shall allow to the said A. B. for the same, shall be equal to, and so shall have paid off the said principal money now advanced. The first payment to the said sinking fund shall be made on the day of , and on the same day in every succeeding year (add any special powers that may be agreed on.) In witness whereof, I have hereunto set my hand and Seal, the day of , in the year of our Lord SCHEDULE C. CANADA LANDED CREDIT COMPANY. No. These are to certify that A. B. is proprietor of the share No. of the Canada Landed Credit Company, subject to the rules, regulations and orders of the said Company, and that the said A. B., his executors, administrators and assigns is and are entitled to the profits and advantages of such share. Given under the common seal of the Company, the day of , in the year of our Lord SCHEDULE D. I, , of , in consideration of the sum of paid to me by A. B. , of , do hereby assign and transfer to the said A. B. share (or shares) numbered , of and in the undertaking called the Canada Landed Credit ■ Company^ I, A. B Landed to be my matter rel said 1838. Canada Landed Credit Co.—Incorp. Cap. 133. Company^ to hold unto the Haid A. B., HIh exccutorH, adminis- tratoFH and anHii/ns, Hubject to the Naini! conditions an I held the same immeuintely before the execution hereof, and I, the said A. B., do hereby agree* to accept and take the said share (or sharon) subject to the same conditions. As witness our hands and seals, the in the year of our Lord, 185 . SCHEDULE E. day of CANADA LANDED CREDIT COMPANY. Debenture No. Transferable Under the authority of an Act of the Province of Canada, Vic, cap. The President and Directors of the Canada Landed Credit Company promice to pay to or bearer, the sum of dollars on the day of , in the year of our Lord one thousand eight hun- |Of dn^d and , at the Treasurer's office here, jthe with interest at the rate of at COUPON. CANADA LANDED CREDIT COMPANY. No. 1. $ Half yearly dividend due 185 , on Debenture No. , issurd by this Company on day of , 185 , for $ per cent, per annum, payable per cent, pr annum, .at the office of the Treasurer, To- be paid half yearly on 'onto, (or at the Company's Agents, London) For the President and Directors, A. B. CD., Secretary^ to , _ presentation of the proper coupon for the same as hereunto annexed, say on the day of , and the day of , in each year, at the office of the Treasurer here {or at their Agent's in London.) Dated at Toronto, the day of , 185 . For the President and Directors of the Canada Landed Credit Company. C. D., A. B. Secretary. SCHEDULE F. 1 A. B., of , one of the Shareholders of the Canada Landed Credit Company, do hereby appoint C. D., of , to be my proxy in my absence, to vote in my name upon any matter relating to the undertaking proposed at the meeting of Shareholders 19: 2f Cap. 139. Canada Landed Credit Co.—Incorp. 22 Vict. Shareholders of tho Company, to be held on the dav of next, in Huoh manner ati the naid C. D. may think proper. Dated this day of , 186 jl Witness. A. B. SOHEDULE O. I hereby appoint , of , Esquire, one of the Directors of tne Canada Landed Credit Company, to be my proxy as Director of the said Company, and as such proxy to vote for me at all meetings of tho Directors of tho said Cum- Eany, and generally to do all that I could myself do as it,->'t:il I'' i