(3) The company may, for every or any of the foregoing 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 entrusted to it as aforesaid, and may do, assent to and exercise all act 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.

benefit of

10. The company may liquidate, and carry on for the Conditions for purpose of such liquidation, the business within the province company. of Nova Scotia of any other company or companies carrying on any business which the company is authorized to carry on, upon such terms as may be agreed upon.

11. The company may, subject to any limitation or prohibition imposed by its by-laws, lend upon its own paid-up stock to an amount not exceeding in the aggregate of all such loans twenty-five per cent. of the company's paid-up stock, but no such loan shall exceed eighty per cent. of the then current market value of such stock.

12.

Amount to be

loaned.

The company may borrow money and receive money Power to borrow. 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 on which they are authorized to advance money for moneys borrowed, provided that the money so borrowed or received on deposit shall not at any time exceed in the aggregate the paid-up capital of the company.

13. The said bonds, debentures or other securities on Bonds' register. which they are authorized to advance money, shall be entered by the company in a register to be kept for that purpose in the head office of the company, wherein shall be set forth the names and addresses of those from time to time entitled thereto, with the respective amounts of the said debentures to which they are respectively entitled, and the register shall be accessible for inspection and perusal at all reasonable times to every debenture holder, mortgagee, bondholder, debenture-stockholder and shareholder of the company without the payment of any fee or charge. Such debentures shall be transferable in such amounts and in such manner as the directors may determine.

debentures.

14. The directors, having issued debentures, may, from Cancelling time to time, as they they think fit, and for the interest of

Preferred stock.

Reserve fund.

the company, buy up and cancel the debentures or any portion thereof.

15. (1) The directors of the company may make a bylaw for creating and issuing any part of the capital stock, as preference stock, giving the same such preference and priority as respects dividends and otherwise over ordinary stock as may be declared by the by-law.

(2) The by-law may provide that the holders of shares. of such preference stock shall have the right to select a certain stated proportion of the board of directors, or may give the said holders such control over the affairs of the company as may be considered expedient.

(3) No such by-law shall have any force or effect until it has been sanctioned either by the shareholders in writing or by a vote of the shareholders present or represented by proxy at a general meeting of the company duly called for considering it, such shareholders holding not less than twothirds of the amount paid up upon the capital stock of the company.

(4) Holders of shares of such preference stock shall be shareholders within the meaning of this Act, and shall in all respects possess the rights and be subject to the liabilities of shareholders within the meaning of this Act, provided, however, that in respect of dividends and otherwise they shall, as against the ordinary shareholders, be entitled to the preferences and rights given by each by-law.

(5) Nothing in this section contained or done in pursuance thereof shall affect or impair the rights of creditors of the company.

16 The directors may set aside out of the profits of the company, such sum as they think proper as a reserve fund to meet contingencies or for equalizing dividends, or for repairing, improving and maintaining any of the property of the company, and for such other purposes as the directors shall, in their absolute discretion, think conducive to the interests of the company and may invest the several sums so set aside upon such investments (other than shares of the company) as they may think fit, and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the company, and may divide the reserve fund into such special funds as they think fit, with full power to employ the assets con

stituting the reserve fund in the business of the company. Provided always, that the investment of the reserve fund shall be subject to the limitations contained in section 6 of this Act.

17. The business of the company shall be managed by Directors, the directors, who 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 :

(a) Issue debentures, bonds, deposit receipts and stock, and regulate the allotment of stock, the making of calls thereon, the payment thereof, the issue and regulation of certificates of stock and the transfer of stock.

(b) Declare and pay dividends.

(c) Determine the number of directors, their term of service, the amount of their stock qualification and their remuneration, if any.

(d) Delegate any of their powers to committees consisting of such member or members of their body as they think fit and any committee sc formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors.

(e) Appoint and remove all agents, officers and servants of the company, and provide for and determine their functions and duties, the security to be given by them to the company and their remuneration.

(ƒ) · Determine the time and place for the holding of the annual or any other meeting of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum at meetings of the directors and of the company, the requirements as to votes and proxies, and the procedure in all things at such meetings.

(g) Provide for the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law.

Statement forwarded to Provincial Sec❜y.

When company may commence business.

When Act shall cease.

Limited liability.

By-laws approved.

(h) Conduct in all other particulars the affairs of the

'company.

(i) Make by-laws for the regulation of business of the company, its officers and servants, or the members of the company.

18. The company shall, on or before the first day of February in each year, transmit to the Provincial Secretary a statement in duplicate to and including the thirty-first day of December of the previous year, verified by the oath of the president or vice-president and the manager, setting out the capital stock of the company and the proportion thereof paid up, the assets and liabilities of the company, the amount and nature of the investments made by the company, both on its own behalf and on behalf of others, and the average rate of interest derived therefrom, distinguishing the classes of securities and also the extent and value of the lands held by it, and such other details as to the nature and extent of the business of the company as the Provincial Secretary may require, and in such form, and with such details as he from time to time requires and prescribes.

19. The company may commence business whenever fifty per cent. of the capital is subscribed and fifty per cent. of its subscribed capital is paid up.

20. This Act shall cease and determine if operations under it are not commenced within two years from the date of its passing.

21. No member or director of the company shall be liable for the debts or liabilities of the company to a greater amount in the whole than the amount of stock held by him, deducting therefrom the amount actually paid on account of such stock, unless he shall have rendered himself liable for a greater sum by becoming surety for the debts of the company. But no shareholder who may have transferred his interest in the stock of the company shall cease to be liable for any contract of the company entered into before the date of such transfer, so as any action in respect thereof shall be brought within six months after such transfer.

22.

All by-laws which the company or its directors are authorized to pass under this Act, and every repeal, amendment or re-enactment thereof, shall be subject to the approval of the Governor-in-Council.

Be it enacted by the Governor, Council, and Assembly, as follows:

1. John C. Douglas, Frank B. A. Chipman, James Han- Incorporation. way and Robert B. Viets, all of Glace Bay, in the county of Cape Breton, and such other persons as are or as shall hereafter become shareholders of the company hereby incorporated, are constituted a body corporate, by the name of the "Gazette Publishing Company, Limited" with a common seal, and hereafter called "the company."

2. The company shall have power and authority to do Powers. any matter or thing necessary, incidental or conducive to carrying out any of the following objects or purposes for

which it is created :

:

(a) To acquire, own, lease, sell, print or publish any daily, tri-weekly or weekly newspaper, or any pamphlet, magazine or book.

(b) To establish, carry on and conduct job printing, publishing, lithographing, book binding and engraving business.

(c) To act as advertising agents and to print, publish or distribute advertising matter of any and all kinds.

(d) To acquire, own, lease, and sell any patent rights or copyrights of or relating to any directory, commercial list or record, advertising matter, newspaper, book, pamphlet or magazine.