of the shares subscribed for by them shall be qualified to vote. 11. The shareholders so qualified shall at such meeting (a) determine the day upon which the annual Date of annual general meeting of the company is to be held; fixed. meeting to be directors; (b) elect such number of directors duly quali- Election of fied under this Act as they think necessary, not quorum. less than five nor more than twenty-one, a majority of whom shall be a quorum. 2. Upon the election of directors the functions of Functions of the provisional directors shall cease. provisional directors cease. Certificate; 12. The company shall not commence business by conditions upon exercising any of the powers set forth in Section 59 of which granted. this Act until it has obtained from the Minister a certificate permitting it to do so, and 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 by affidavit or otherwise that (a) the board of directors has been duly elect- Directors ed; elected. subscribed (b) not less than two hundred and fifty thous Capital stock and dollars of capital stock has been bona fide $250,000. subscribed; tered bank (c) the company has at its credit in a char. Credit in chartered bank a sum not less than one hundred $100,000. thousand dollars paid in by shareholders on account of their subscriptions in excess of any and all liabilities of the company in connection with or arising out of the incorporation, procuring of subscriptions, organization or otherwise howso ever; (d) all other requirements of this Act antece- Other requiredent to the granting of a certificate have been ments. complied with; and (e) the expenses of incorporation and organi- Expenses of inzation are reasonable. corporation, etc. disclosed. Liabilities to be (2) The particulars of all liabilities of the company shall be disclosed to the Minister at the time the application is made. Application for certificate. Failure to obtain certificate. Notice of issue of certificate to (3) No certificate under this section shall be given unless application therefor is made within two years after the passing of the company's Act of Incorporation, or within such extended period not exceeding one year as the Governor-in-Council before the expiration of such two years allows. (4) If a certificate has not been obtained as in this section provided, the company's Act of Incorporation shall thereupon cease to be in force, except for the purpose of winding up the affairs of the company and returning to the subscribers the amount paid by them upon the subscribed stock or so much thereof as they may be entitled to. 13. Notice of the issue of a certificate of the Minisbe published. ter permitting the company to commence business shall be published by the company in The Royal Gazette and in at least one newspaper in the city or place where the head office of the company is situate, and such publication shall be continued for the period of four weeks. Shareholders at annual or spec determine. INTERNAL REGULATIONS. 14. The shareholders of the company may, at any ial meeting to annual general meeting or at any special general meeting duly called for the purpose, fix and regulate by bylaw the following matters incident to the management and administration of the affairs of the company, that is to say: Date of annual meeting. Notice of special meetings. Requirement as to proxies. (a) the day on which the annual general meeting shall be held; (b) the notice to be given to shareholders of special general meetings; (c) the requirements as to proxies, the record to be kept of them, and the time not exceeding ten days within which proxies must be produced and recorded prior to a meeting in order to entitle the directors. (d) the number of directors shall not be less Number of than five nor more than twenty-one. When the number of the directors does not exceed thirteen, a majority shall be a quorum; when the number exceeds thirteen, the quorum shall be seven; of directors. (e) subject to the provisions hereinafter con- Qualifications tained, the qualifications of directors; of directors. (f) the remuneration of the president, vice- Remuneration presidents and other directors; and powers. (g) the exercise of the borrowing powers of Borrowing the company. directors. 15. The election of directors shall take place each Election of year, at the annual general meeting of the company. (2) The persons to the number authorized to be elected who have the greatest number of votes at any election shall be directors. (3) If it happens at any election that two or more persons have an equal number of votes and the election or non-election of one or more persons as a director or directors depends on such equality, then the directors who have the greatest number of votes or a majority of them shall, in order to complete the full number of directors, determine which of the said persons having an equal number of votes shall be a director or directors. (4) If, at any time, an election of directors is not made or 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 general meeting of the company, duly called for that purpose, and the retiring directors shall continue in office until their successors are elected. 16. Directors shall hold office until the annual gen- Term of office. eral meeting in the year succeeding their election, and shall if otherwise qualified be eligible for re-election. Qualifications of directors. Majority of directors to be 17. No shareholder shall be eligible for election as a director unless he holds in his own name and for his own use at least twenty-five shares of the capital stock of the company and has paid in cash all calls due thereon and all liabilities incurred by him to the company, and if any director makes an assignment for the benefit of creditors or comes within the operation of any insolvency law then in force or ceases to hold at least twenty-five shares as aforesaid he shall ipso facto cease to be a director. 18. The majority of the directors of the company residents and shall at all times be persons resident in Nova Scotia, British subjects and subjects of His Majesty by birth or naturalization. Vacancies, how filled. President and Presiding chairman. Vacancy in office of Presi 19. Vacancies occurring in the board of directors may be filled for the remainder of the term by the directors from among the qualified shareholders of the company; provided that if the vacancy is not filled the acts of a quorum of the remaining directors shall not be thereby invalidated. 20. The directors, as soon as may be after their election, shall proceed to elect by ballot from their number a president, and one or more than one vicepresident. 21. The president, or in his absence, a vice-president, shall preside at all meetings of the directors and of the shareholders. In the absence of the president and vice-presidents at any meeting, a chairman shall be selected by the directors or shareholders present at such meeting. The presiding chairman may vote as a director at all meetings of directors, and as a shareholder at all general meetings of the company, and in case of an equality of votes at any meeting he shall have a second or casting vote. 22. If a vacancy occurs in the office of president or dent or V. P. vice-president, the directors shall from among themselves elect a president or vice-president, who shall continue in office until the next election of directors. If at any time an election of directors is not made or 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 general meeting of the company duly called for that purpose and the retiring directors shall continue in office until their successors are elected. and local ad 23. The directors may establish branch offices and Branch offices local advisory boards either within Nova Scotia or visory boards. elsewhere, at such times and in such manner as they deem expedient. ministration. 24. The directors may in all things administer the General adaffairs of the company and may take or cause to be made for the company any description of contract which the company may by law enter into. BY-LAWS. 25. The directors may make by-laws not contrary By-laws. to law or to this Act or to any by-law duly passed by the shareholders for, (a) the regulating of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the issue of share warrants, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock; (b) the declaration and payment of dividends; (c) setting aside out of premium on shares or of profits a reserve fund hereinafter called "reserve"; (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 meetings of the board of directors and the procedure in all things at such meetings; (f) the imposition and recovery of all penalties and forfeitures admitting of regulation by bylaw; and, |