CHAP. 86.

An Act to incorporate the Acadia Loan

Corporation.

[Assented to 7th July, 1900.]

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 Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:- :

1. William B. Ross, Alexander Stephen, John McInnes, IncorporaGuy C. Hart, Alfred Whitman and John J. Stewart, of the tion. city of Halifax, together with such persons as become shareholders in the company, are incorporated under the name of "The Acadia Loan Corporation," hereinafter called "the Corporate Company."

name.

2. The persons named in section 1 of this Act, together Provisional with such persons, not exceeding six, as they associate with directors. them, shall be the provisional directors of the Company, a majority of whom shall be a quorum for the transaction of business, and they may forthwith open stock-books, procure subscriptions of stock for 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 shall 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 five hundred Capital stock. thousand dollars, divided into shares of one hundred dollars each.

2. As soon as not less than one hundred thousand dollars of Election of directors. the capital stock have been subscribed and not less than fifty thousand dollars of that amount paid into some chartered bank in Canada, the provisional directors may call a general meeting

of the shareholders at some place to be named in the city of Halifax, 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.

Qualification. 3. 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.

Currency of issue.

When business may be commenced.

Proviso.

Proviso.

Head office.

Election of directors.

Powers of directors.

4. Such capital stock may be issued either in sterling or currency, or both, as the directors determine, and if any of such 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.

5. 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.

6. The head office of the Company shall be at the city of Halifax, in the province of Nova Scotia, but the Company may establish branch offices and agencies elsewhere.

7. At the first general meeting of the Company, and at each annual meeting, the holders of the capital stock present or represented by proxy shall choose not less than five nor more than twenty persons to be directors of the Company, a majority of whom shall be a quorum.

S. The directors may pay all expenses incurred in organizing 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 amongst 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,

bentures,

(a.) issue debentures, bonds, deposit receipts and stock, and Issue of deregulate the allotment of stock, the making of calls thereon, receipts, etc. 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;

Dividends.

of directors.

(c.) determine the remuneration of, and pay for services per- Remuneration formed for the Company by, any director, if such services are not the regular and ordinary services of a director; and determine the remuneration of all employees of the Company other than auditors;

(d.) delegate any of their powers to committees consisting of Delegation of such member or members of their body as they think fit, and powers.

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.) conduct in all other particulars the affairs of the Com- General pany.

conduct of affairs.

9. The directors may, from time to time, make such calls Calls on upon the members in respect of all moneys unpaid upon their shares. respective shares as they think fit, but no call, except the first or allotment call, shall exceed the amount of ten per cent per share, and no calls, except the first call or the call made by the provisional directors, shall be payable less than one month after the date of the resolution of the directors making the same; and a period of two months at least, shall intervene between the dates fixed for payment of two successive calls.

advance of

10. The directors may, if they think fit, receive from any Payment on member willing to advance the same, all or any part of the in amount due on the shares held by such member beyond the calls. sums then actually called for; and upon the money so paid in advance, or so much thereof as from time to time exceeds the Interest amount of the calls then made upon the shares of or in respect of which such advance is made, the Company may pay interest at such rate, not exceeding five per cent per annum as the member paying such sum in advance and the directors agree upon.

thereon.

11. The directors may, from time to time, place the surplus Deposit of moneys of the Company on deposit in any chartered bank funds. doing business in Canada.

Agency association.

1899, c. 41.

Enforcement

12. The Company may 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 municipal or other authority, or any board or body or trustees or commissioners, upon such securities as are mentioned in The Loan Companies Act, Canada, 1899, and may purchase and acquire any securities on which it is authorized to advance money, and again re-sell the same.

2. The conditions and terms of such loans and advances, and of agreements. of such purchases and re-sales, may be enforced by the 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 powers 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.

Guarantee of moneys.

3. The Company may also guarantee the repayment of the principal or the payment of the interest, or both, of any moneys entrusted to the Company for investment. Employment 4. The Company may, for every or any of the foregoing of capital. purposes lay out and employ the capital and property, for the 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 time being, are requisite or expedient to be done in regard thereto.

Money guar anteed to be deemed borrowed.

Moneys on deposit.

Proviso.

Proviso

Debenture register.

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

13. 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; provided that the total of the Company's liabilities to the public, outstanding from time to time, shall not exceed four times the amount paid up upon its capital stock, but the amount of cash on hand, or deposited in chartered banks and belonging to the Company shall be deducted from such total liabilities for the purposes of this section. Provided also that the amount held on deposit shall not at any time exceed the aggregate amount of the Company's then actually paid-up and unimpaired capital, and of its cash actually on hand or deposited in any chartered bank in Canada, or elsewhere, and belonging to the Company.

14. The Company shall keep a register of all debentures issued by the Company, in which shall be fairly and distinctly entered the amount of each such debenture, the time when and