bylaw subdividing the existing shares into shares of a smaller amount. R.O. c. 30, s. 22. 22. The directors of the company may at any time after Increase of the whole capital stock of the company has been taken up and capital stock fifty per cent. thereof paid in make a bylaw for increasing the capital stock of the company to any amount which they consider requisite for the due carrrying out of the objects of the company. R.O. c. 30, s. 23. therefor 23. Such bylaw shall declare the number of the shares of By law the new stock and may prescribe the manner in which the same shall be allotted; and in default of its so doing the control of such allotment shall vest absolutely in the directors. R.O. c. 30, s. 24. 24. The directors of the company may at any time make a Reduction of bylaw for reducing the capital stock of the company to any capital stock amount which they consider advisable and sufficient for the due carrying out of the undertaking of the company; but the Loan company capital stock of a loan company shall never be reduced to less than $25,000. (2) Such bylaw shall declare the number and value of the By law shares of the stock so reduced and the allotment thereof or the manner in which the same shall be made. liability (3) The liability of shareholders to persons who were at Shareholders' the time of the reduction of the capital creditors of the company shall remain the same as if the capital had not been reduced. R.O. c. 30, s. 25. of by law 25. No bylaw for increasing or reducing the capital stock Ratification of the company or for subdividing the shares shall have any force or effect whatsoever until it is approved by the votes of shareholders representing at least two-thirds in value of all the subscribed stock of the company at a special general meeting of the company duly called for considering the same and afterwards confirmed by supplementary letters patent. R.O. c. 30, s. 26. supplementary letters 26. At any time not more than six months after such sanc- Petition for tion of such bylaw the directors may petition the Lieutenant Governor through the Territorial secretary for the issue of supplementary letters patent to confirm the same. requirements (2) The directors shall with such petition produce a copy of Preliminary such bylaw under the seal of the company and signed by the president, vice president or secretary and establish to the satisfaction of the Territorial secretary or of such other officer as may be charged by the Lieutenant Governor in Council to report thereon the due passage and approval of such bylaw and the expediency and bona fide character of the increase or reduction of capital or subdivision of shares, as the case may be, thereby provided for. Evidence Grant of supplemen tary letters (3) The Territorial secretary or such other officer may for that purpose cause to be taken and kept of record any requisite evidence in writing by oath or affirmation or by solemn declaration as above mentioned. R.O. c. 30, s. 27; No. 38 of 1897, s. 34 (8, 9). 27. Upon due proof so made the Lieutenant Governor in Council may grant such supplementary letters patent under Notice thereof the seal of the Territories; and notice thereof shall be forthwith given by the Territorial secretary in the official gazette of the Territories in form C in the schedule to this Ordinance; and thereupon from the date of the supplementary letters patent the capital stock of the company shall be and remain increased or reduced, or the shares shall be subdivided as the case may be to the amount, in the manner and subject to the conditions set forth by such bylaw and the whole of the stock as so increased or reduced shall become subject to the provisions of this Ordinance in like manner as far as possible as if every part thereof had been or formed part of the stock of the company originally subscribed. R.O. c. 30, s. 28; No. 38 of 1897, s. 34 (10). Effect Exercise of powers Acquiring and disposing of property Stock personalty Transfer Allotment POWERS OF THE COMPANY. 28. All powers given to the company by the letters patent or supplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Ordinance. R. O. c. 30, s. 29. 29. Every company incorporated under this Ordinance may acquire, hold, sell and convey any real estate requisite for the carrying on of the undertaking of such company and shall forthwith become and be invested with all property and rights real and personal theretofore held by or for it under any trust created with a view to its incorporation and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking as if it was incorporated by a special Ordinance embodying the provisions hereof and of the letters patent. R.O. c. 30, s. 30. CAPITAL STOCK. 30. The stock of the company shall be personal estate and shall be transferrable in such manner and subject to all such conditions and restrictions as are prescribed by this Ordinance, or by the letters patent or by bylaws of the company. R.O. c. 30, s. 31. 31. If the letters patent or the supplementary letters patent make no other definite provision the stock of the company or any increased amount thereof so far as it is not allotted thereby shall be allotted at such times and in such manner as the directors prescribe by bylaw. R.O. c. 30, s. 32. to payment 32. Every share in the company shall subject to the pro- Shares subject visions of section 8 of this Ordinance be deemed to have been in cash issued and to be held subject to the payment of the whole amount thereof in cash unless the same has been otherwise Exception agreed upon or determined by a contract duly made in writing and filed with the Territorial secretary at or before the issue of such share. R.O. c. 30, s. 33; No 38 of 1897, s. 34 (11). DIRECTORS. directors 33. The affairs of the company shall be managed by a board Number of of not more than nine and not less than three directors. R.O. c. 30, s. 34. directors 34. The persons named as such in the letters patent shall Provisional be the directors of the company until replaced by others duly continued appointed in their stead. R.O. c. 30, s. 35. 35. No person shall be elected or appointed as a director Qualification thereafter unless he is a shareholder owning stock absolutely of directors in his own right and to the amount required by the bylaws of the company and not in arrear in respect of any call thereon ; and at all times the majority of the directors of the company shall be persons resident in Canada. R.O. c. 30, s. 36. decrease of chief place 36. The company may by bylaw increase to not more Increase or than fifteen or decrease to not less than three the number of directors its directors or may change the company's chief place of busi- Change of ness in the Territories; but no bylaw for either of the said of business purposes shall be valid or acted upon unless it is approved by a vote of at least two-thirds in value of the stock represented by the shareholders present at a special general meeting duly called for considering the bylaw nor until a copy of such bylaw certified under the seal of the company has been deposited with the Territorial secretary and has also been published in the official gazette of the Territories. R.O. c. 30, s. 37: No. 38 of 1897, s. 34 (12). directors 37. Directors of the company shall be elected by the share- Election of holders in general meeting of the company assembled in some place within the Territories at such time, in such manner, and for such term, not exceeding two years, as the letters patent, Term of office or in default thereof, as the bylaws of the company prescribe. R.O. c. 30, s. 38. 38. In the absence of other provisions in that behalf in the letters patent or bylaws of the company directors (a) The election of directors shall take place yearly and all Election of the directors then in office shall retire but if otherwise qualified they shall be eligible for re-election; (b) Notice of the time and place for holding general meetings Notice of of the company shall be given at least twenty-one days pre- meetings viously thereto in some newspaper published in the place where the head office or chief place of business of the company is Voting at general meetings Ballot election Vacancies situate or if there is no such newspaper then in the place nearest thereto in which a newspaper is published; (c) At all general meetings of the company every shareholder shall be entitled to give one vote for each share then held by him; such votes may be given in person or by proxy -the holder of any such proxy being himself a shareholder; but no shareholder shall be entitled either in person or by proxy to vote at any meeting unless he has paid all the calls then payable upon all the shares held by him. All questions proposed for the consideration of the shareholders shall be determined by the majority of votes the chairman presiding at such meeting having the casting vote in case of an equality of votes ; (d) Every election of directors shall be by ballot ; (e) Vacancies occurring in the board of directors may be in directorate filled for the remainder of the term by the directors from among the qualified shareholders of the company; President and officers Elections not time (f) The directors shall from time to time elect from among themselves a president, and if they see fit, a vice-president of the company and may also appoint all other officers thereof. R.O. c. 30, s. 39. 39. If at any time an election of directors is not made or held at proper does not take effect at the proper time, the company shall not be held to be thereby dissolved; but such election may take place at any subsequent general meeting of the company duly called for that purpose; and the retiring directors shall continue in office until their successors are elected. R.O. c. 30, s. 40; No. 12 of 1890. Administration of affairs of company Contracts By laws POWERS OF DIRECTORS. 40. The directors of the company may administer the affairs of the company in all things and make or cause to be made for the company any description of contract which the company may by law enter into; and may from time to time make bylaws not contrary to law or to the letters patent of the company or to this Ordinance for the following purposes: (a) The regulation of 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 nonpayment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock; (b) The declaration and payment of dividends; (c) The number of the directors, their term of service, the amount of their stock qualification, and their remuneration if any; (d) The appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company and their remuneration; (e) The time and place for the holding of the annual (9) The conduct in all other particulars of the affairs of the company; of by laws by and the directors may from time to time repeal, amend or Perpetuation re-enact the same; but every such bylaw and every repeal, shareholders amendment or re-enactment thereof unless in the meantime confirmed at a general meeting of the company duly called for that purpose shall only have force until the next annual meeting of the company and in default of confirmation thereat shall at and from that time only cease to have force. R.O. c. 30, s. 41. ratification of 41. No bylaw for the issue, allotment or sale of any portion By laws of the unissued stock at any greater discount or at any less requiring premium than that which has been previously authorised at a shareholders general meeting and no bylaw for the remuneration of the president or any director shall be valid or acted upon until the same has been confirmed at a general meeting. 30, s. 42. R.O. c. calls, etc., 42. The directors may deduct from the dividends payable Deduction of to any shareholder all such sums of money as are due from from him to the company on account of calls or otherwise. 30, s. 43. R.O. c. dividends borrow money 43. The directors may when authorised by a bylaw for that By laws to purpose passed and approved of by the votes of shareholders or hypothecate representing at least two-thirds in value of the subscribed property stock of the company represented at a special general meeting duly called for considering the bylaw : (a) Borrow money upon the credit of the company and (b) Hypothecate or pledge the real or personal property. but the limitation made by this section shall not apply to com- CALLS. R.O. c. 30, s. 44. 44. The directors may from time to time make such calls Calls on upon the shareholders in respect of all moneys unpaid upon unpaid shares |