notice as they may determine, and until such meeting said provisional directors shall have unrestricted power to open and keep a stock subscription list, and to assign and allot the stock of the company, and shall also have and exercise all the powers that are or may be exercised by the ordinary directors of joint stock companies, under the laws of Nova Scotia. Vacancies caused by death or resignation shall be filled by the other directors until the next annual meeting. The number of directors of this company shall be determined from time to time by regulation or by-law, or by resolution of the directors for the time being, but the number shall not be less than three nor more than ten. The directors shall elect or appoint a president, a vice-president, a secretary, a treasurer, and any other officers deemed necessary by the directors may be appointed by them; and the directors may prescribe the duties of all officers; and until so prescribed, these duties shall be the same as the corresponding officers of other similar corporations usually perform. 13. No member or director of the company shall be Limited liable for the debts or liabilities of the company, to a liability. greater amount in the whole, than the amount of shares or 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 a surety or guarantor for the debts of the company; and no shareholder who may have transferred his interest in the stock of the company (on which stock something remains to be paid to the company) shall cease to be liable for any contract of the company entered into before the date of such transfer, provided suit or action in respect of such contract be brought within six months of such transfer. Nothing herein, however, shall be read or construed to make any fully paid-up stock or paid-up shares liable in any way for any calls or assessments. directors. 14. At each meeting of the directors, each director shall Votes of have one vote in any matter and on any question, but at a meeting of the shareholders, each shareholder shall be entitled to one vote for each share he holds in the capital stock of the company; provided, however, that no person can vote on shares on which any call, already made, remains unpaid. Shareholders may vote by proxy, but the holder of a shareholder's proxy must be himself a shareholder, and eligible to vote as such. Negotiable paper. Seal of the company. General powers. Transfer of shares. Painting and affixing. When business may be com. menced. Disqualification of directors. 15. The company may make, draw, accept or endorse bills of exchange and promissory notes for the purposes of the company, or for purposes incidental or conducive thereto. 16. It shall not be necessary to affix the seal of the company to any of its documents, acts or contracts, excepting its conveyances of lands and its stock certificates. 17. The company is authorized and empowered to transact and carry on any business within the objects of the company whatsoever, necessary or convenient for the company to do, and any business incidental and conducive to any of the purposes or objects for which the company is formed or incorporated. 18. The transfer of shares in the company shall be valid and effectual only from the time such transfer is made and entered in the books of the company. 19. The company shall paint or affix, and shall keep painted or affixed, its name with the word "limited" after it, or forming part of said name, on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name, with the said word "limited after it, or forming part of its name, mentioned in legible characters in all notices, advertisements, and other official publications of the company; and on all bills of exchange, promissory notes, cheques, orders for money or goods purporting to be drawn, made, signed, given or indorsed by or on behalf of the company, and in all bills, invoices, receipts, letters and other writings used in the transaction of the business of the company, and the company shall be liable to a penalty of twenty dollars for every neglect or omission of the name of the company with the word "limited" after it, or forming part of said name, in any of the above cases. 20. The company shall not commence business under this Act until fifty per cent. of the capital shall be suoscribed and shall have been allotted, and at least twentyfive per cent. of such subscribed capital shall be paid up. 21. No director shall be disqualified by his office from contracting with the company, nor shall any such contract or arrangement entered into by or on behalf of the company with any director, or any company or partnership of or in which any director shall be a member or otherwise 1 interested be avoided, nor shall any director so contracting or being such member or so interested be liable to account to this company for any profit realized by such contract or arrangement by reason only of such director holding that office, or of the fiduciary relation thereby established, but no such director shall vote in respect to any such contract or arrangement, and the nature of his interest must be disclosed by him at the meeting of the board at which the contract or arrangement is determined on, if his interest then exist, or in any other case, at the first meeting of the board after the acquisition of his interest. CHAPTER 146. An Act to amend Chapter 110, Acts of 1895, entitled, "An (Passed the 25th day of April, A. D., 1907.) SECTION. SECTION. 1. Special first mortgage gold bonds. 2. Conversion of present bonds. 3. Effect of special powers. Be it enacted by the Governor, Council, and Assembly, as follows: mortgage gold 1. The Cape Breton Coal, Iron and Railway Company, Special first Limited, (hereinafter called "The Cape Breton Company") bonds. is authorized to make an issue, to the amount of two millions of dollars, or their equivalent in sterling moneys of the United Kingdom of Great Britain and Ireland, of Special First Mortgage Gold Bonds, bearing interest at a rate not exceeding six per cent. per annum (such interest being payable in London, Montreal, Halifax or New York, as the directors of the Cape Breton Company may determine), and redeemable at par in thirty years from the date of issue, or at an earlier date at the option of the Cape Breton Company, at a premium of not exceeding seven per cent., which said special bonds and the interest accruing thereon shall be the first lien and charge on all the property present and future of the Cape Breton Company, ranking in priority to the previous issues of bonds, to wit, the bonds in respect of which the Royal Trust Company is the trustee for the bondholders under the deed of trust, dated the 7th day of Conversion of present bonds. Effect of special powers. March, 1905, which bonds were substituted for the bonds in respect of which the Guardian Trust Company of New York was previously trustee under the deed of mortgage of the 1st day of May, 1903; provided, however, that the said issue of special first mortgage gold bonds shall not be authorized by the Cape Breton Company until it has been approved by the shareholders of the Cape Breton Company at a special general meeting duly called for considering the same, nor until it has been approved by extraordinary resolution of the holders of the bonds in respect of which the Royal Trust Company is the trustee for the bondholders in accordance with the provisions of the said deed of trust of the 7th day of March, 1905; and such approval if, and when given, shall be binding on all such last mentioned bondholders. 2. The Cape Breton Company may, with the previous sanction of an extraordinary resolution of the holders of the bonds in respect of which the Royal Trust Company is the trustee for the bondholders, in accordance with the provisions of the said deed of trust of the 7th day of March, 1905, convert the existing bonds into income bonds, and if, in any year the profits are not sufficient to pay the interest on such income bonds, the company shall issue therefor deferred warrants, payable as a first charge out of profits in any subsequent year available for dividend after the payment of warrant maturing coupons has been made out of such profits; and the said bondholders shall have full power by extraordinary resolution to give such sanction and further to renounce all rights of foreclosure and other mortgagee's, rights and remedies against the property of the Cape Breton Company and in respect of the sinking fund until the claims of the proposed issue of special first mortgage gold bonds, both as to principal and interest shall have been fully satisfied and such sanction and renunciation, if so given, shall be binding upon the holders of all the bonds in respect of which the Royal Trust Company is now trustee. 3. The special powers hereby conferred shall not impair or derogate from the general powers of the Cape Breton Company under the statutes regulating it. CHAPTER 147. An Act relating to the Assessment of Car Works (Passed the 25th day of April, A. D., 1907.) SECTION. Preamble. SECTION. 1. Limited assessment. Whereas, the Nova Scotia Steel and Coal Company, Preamble. Limited, has for some time past had under consideration the project of erecting car works at or near to Trenton, in section No. 13, of the municipality of the county of Pictou ; And whereas, it is uncertain whether the proposed car works will be erected by the Nova Scotia Steel and Coal Company, Limited, or by some other corporation; And whereas, the council of the municipality of the county of Pictou have, by resolution, agreed that the projected car works shall be exempt from county rates for a period of twenty years, except upon the present assessable value of the land and personal property which may be acquired by the company in connection with the said projected car works; Be it therefore enacted by the Governor, Council, and Assembly, as follows: 1. The real estate, tools, plant, machinery and all other Limited assets and property of any company organized or promoted assessment. by the Nova Scotia Steel and Coal Company, Limited, or by such other corporation, for the purpose of carrying on the business of building cars, at or near to Trenton, shall not be assessed or rated for the purpose of county rates during the twenty years next after such works are established, and continued in operation for the business of building cars, for any greater sum per year than the real estate and personal property acquired by the said company is assessed at at the time of the purchase or acquirement thereof by the said company, |