10. The Company may acquire, and dispose of any real Real property. property required in part or wholly for the use and accommodation of the Company; but the annual value of such property held in any province of Canada shall not exceed five thousand dollars, except in the province of Ontario, where it shall not exceed ten thousand dollars.

of profits.

11. The directors may, from time to time, set apart such Distribution portion of the net profits as they deem safe and proper, for distribution as dividends or bonuses to shareholders and holders of participating policies, ascertaining the part thereof which has been derived from participating policies, and distinguishing such part from the profits derived from other sources; and the holders of participating policies shall be entitled to share in that portion of the profits so set apart which has been so distinguished as having been derived from participating policies, to the extent of not less than ninety per cent thereof; but no dividend or bonus shall at any time be declared or paid out of estimated profits, and the portion of such profits which remains undivided upon the declaration of a dividend shall never be less than one-fifth of the dividend declared.

12. Whenever any holder of a policy other than a term Paid up or natural premium policy has paid three or more annual pre- in certain policies issued miums thereon and fails to pay any further premium, or cases. desires to surrender the policy, the premiums paid shall not be forfeited, but he shall be entitled to receive a paid up and commuted policy for such sum as the directors ascertain and determine, or to be paid in cash such sum as the directors fix as the surrender value of the policy, such sum in either case to be ascertained upon principles to be adopted by by-law applicable generally to all such cases as may occur; provided he demands such paid up and commuted policy or such cash payment while the original policy is in force, or within twelve months after his failure to pay a premium thereon.

policy holders.

13. The Company may agree to give to holders of partici- Rights of pating policies the right to attend and vote in person at all participating general meetings of the Company; and, if the Company so determines, all persons who are actual holders of policies from the Company, whether such persons are shareholders of the Company or not, and who are, by the terms of their policies, entitled to participate in profits and are referred to in this Act as holders of participating policies, shall be members of the Company and be entitled to attend and vote in person at all general meetings of the Company (except at meetings called for the purpose of increasing the capital stock of the Company, and shall not be entitled to vote by way of confirmation or against the confirmation of any by-law for the increase, issue, allotment or sale of capital stock of the Company); and every holder of a participating policy of the Company for a

Husband and father.

Separate accounts for sections.

R.S.C., c. 118.

sum not less than one thousand dollars shall be entitled to one vote for each one thousand dollars in his policy.

2. In that event a husband or father holding a participating policy on his life for the benefit of his wife or children shall be deemed a member of the Company.

14. The Company may maintain separate accounts of the business transacted by it in the "Industrial," "General," "Abstainers" and the "Women's" sections, keeping the receipts and the expenditures distinct, each section sharing its own profits and each section paying its own proper portion of expenses; and the Company may establish a section on the principle of non-participation in profits, which shall be known as the "Non-participating Section."

15. Notwithstanding anything contained therein, The Companies Clauses Act, except sections 18 and 39 thereof, shall apply to the Company in so far as the said Act is not inconR.S.C., c. 124. sistent with any of the provisions of The Insurance Act or of this Act.

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty.

CHAP. 98.

An Act respecting the Dominion Cotton Mills
Company, Limited.

[Assented to 14th June, 1900.]

WHEREAS the Dominion Cotton Mills Company, Limited, Preamble. has petitioned for an Act extending its powers, and whereas it appears that at the annual meeting of the shareholders held on the eleventh day of April, one thousand nine hundred, the issue of the preference stock hereinafter authorized was unanimously approved by the holders of fivesixths of the subscribed capital stock of the said company, and whereas it is expedient to grant the prayer of the said petition as hereinafter set forth: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The Dominion Cotton Mills Company, Limited, herein- Powers. after called "the Company," may,—

Cotton and

(a.) construct, acquire, operate and dispose of cotton and woollen woollen manufactories of every description;

(b.) for the purposes of the Company, develop, acquire and operate water power, including the construction of dams, head and tail races and flumes, in the neighbourhood of its manufactories, and construct all necessary locks, piers and other works necessary in connection therewith, and may dispose thereof;

factories. Water power.

(c.) construct, acquire, operate and dispose of steam and Heat, light electric plant for the purpose of generating heat, light and and power. power, and for the establishment of waterworks, factories, mills, workshops and warehouses and other buildings and

works required in connection with the Company's business;

(d.) acquire and dispose of raw cotton wool and cotton Cotton waste of every description; manufacture cotton, woollens, manufacture. shoddy and waste, yarns and fabrics of every description, and bleach, print and dye the raw product, yarn or manufactured goods;

Steam and electricity.

Wharfs,

vessels, etc.

Patents.

Borrowing powers.

Issue of paidup shares.

Increase of capital.

(e.) manufacture and supply steam or electricity for the purpose of light, heat or motive power, and any other purpose for which the same may be used, so far as is necessary for the purposes of the Company;

(f) construct wharfs, docks, offices and all necessary buildings and works, and construct, acquire and obtain steam and other vessels and cars necessary for the purposes of the Company.

(g.) acquire any patent in any way applicable to the business of the Company, grant licenses to use the same, receive payment therefor either in cash, bonds or debentures, or in fully paid up shares of the capital stock of any other similar company, and to such extent become a shareholder in such similar company.

2. The directors may, when authorized by a by-law for that purpose, approved by the votes of holders of at least two-thirds in value of the subscribed stock of the Company, present or represented by proxy, at a special general meeting called for considering such by-law, borrow such sums of money, not exceeding in amount seventy-five per cent of the paid-up capital stock of the Company, as the shareholders deem necessary, and may issue bonds or debentures therefor in sums of not less than one hundred dollars each, at such rate of interest and payable at such time and place, and secured in such manner by a mortgage or otherwise upon the whole or any portion of the property and undertaking of the Company as may be prescribed in such by-law or decided upon by the directors under the authority thereof; and the Company may make such provision respecting the redemption of such securities as may be deemed proper.

3. The directors may issue as paid-up stock, shares of the capital stock of the Company in payment of and for any of the businesses, franchises, undertakings, rights, powers, privileges, letters patent, contracts, real estate, stocks, assets and other properties which the Company may lawfully acquire by virtue hereof, and may allot and hand over such shares to any person or corporation, or to its shareholders; and may issue as paid-up and unassessable stock shares of the capital stock of the Company, and allot and hand over the same in payment for lands, rights, plant, property, letters patent of invention, rolling stock or materials of any kind, and any such issue or allotment of stock shall be binding upon the Company, and such stock shall not be assessable for calls, nor shall the holder thereof be liable in any way thereon, and the Company may pay for any such property wholly or partly in paid-up shares, or wholly or partly in debentures, as the directors deem proper.

4. After the whole of the capital stock of the Company has been issued and paid up, the capital stock of the Company

may be increased, from time to time, to an amount not exceeding ten million dollars by a resolution of the shareholders approved of by votes of the holders of at least two-thirds in value of the subscribed stock of the Company present or represented by proxy at a special general meeting of the shareholders duly called for the purpose of considering such resolution, and such increased capital shall be issued and may be held subject to the same conditions and dealt with in the same manner as the original capital of the Company.

5. The directors of the Company may forthwith issue, in Preference shares of one hundred dollars each, preference stock to the stock. amount of one million dollars, the dividends whereon shall be fixed at five per cent per annum, payable half yearly.

2. Such preference stock shall be redeemable by the Company at par at the expiration of twenty years from the date of issue: Provided however, that the Company shall have the right at any time after the expiration of five years from such date of issue to redeem the said preference stock at a premium of five per cent, upon giving to the holders thereof three months' notice in writing of the intention of the Company to redeem the same.

3. The issue of such preference stock shall not prejudice or impair the rights of creditors of the Company.

stock.

6. The Company shall cause entries of the preference stock Register of from time to time created, to be made in a register to be kept preference for that purpose at the head office, wherein shall be entered the names and addresses of the several persons from time to time entitled to the preference stock, with the respective amounts of the stock to which such persons are respectively entitled; and the register shall be accessible for inspection and perusal at all reasonable times to every debenture holder, mortgagee, bondholder, preference stockholder or shareholder of the Company, without the payment of any fee therefor.

7. All transfers of the preference stock of the Company Transfers to shall be registered at the head office of the Company, but the be registered. Company may have transfer books of such preference stock in Great Britain and Ireland, or elsewhere, in which transfers shall be entered in the book to be kept by the Company.

S. The Company shall, if required, deliver to every holder Certificates. of preference stock a certificate stating the amount of such stock held by him and the dividends payable thereon; and all regulations and provisions for the time being applicable to certificates of shares of the ordinary stock of the Company shall apply, mutatis mutandis, to certificates of preference stock.

9. The holders of preference stock shall be liable for the Rights of payment of all calls upon the stock up to the full amount preference thereof, but shall not be entitled, as such, to be present or to

stockholders.