Transfer of shares. Company may hold shares in 10. 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. 11. The company may subscribe for, take, hold and other companies, dispose of shares in any other corporation organized or to be organized, and this company is authorized through such agents as the board of directors may appoint, to vote as a stockholder in relation to the shares so held by the com-: pany in such corporation, and the said corporation is herebyempowered to accept such agents' vote and recognize the Company authorized to enter intc agreements. Issue of shares in payment. same. 12. It shall be lawful for the company to enter into agreements with other companies, corporate or incorporate, individuals or associations, including the stockholders and incorporators of the company, to purchase, lease or in any manner acquire, any and all property, easements, rights and privileges which the directors may deem to be to the interest of the company to acquire, and to build, construct, equip, complete, maintain and operate the whole of the company's mills or other works, and the company is hereby empowered to issue upon such terms and at such price as the directors may deem for the interests of the company, fully paid up shares, either common or preferred or both, in settlement of or representing the whole or part of the cost of such purchase, leasing, acquisition, building, construction, equipping, maintaining or operating above referred to. 13. The company may upon such terms as the directors may deem for the interests of the company, issue as fully paid up stock, both common or preferred, of the company, and may upon such terms and at such price as the directors. may deem for the interest of the company, pay and allot such shares in payment of the whole or any part of any cost incurred under the provisions of the next preceding section, also may, upon such terms, pay and allot such fully paid up shares in payment for services of or work done hy contractors, engineers, solicitors, and other persons who may have been or may be engaged in promoting the incorporation, undertaking or work of the company, and may upon such terms allot and pay over such fully paid up shares in whole or partial payments for the purchase, lease or other acquisition of any property which the company is hereby authorized to acquire, construct, operate or own, or in payment of the shares, bonds or other obligations of other companies which the company is hereby authorized shares. to acquire. The issue, allotment or payment of such fully Allotment of paid up stock by the directors of said company shall be binding upon the company, and shall make the same fully paid up stock, and the same shall not be assessable or subject to any calls for any purpose whatsoever, and the holders of said stock alloted or paid as aforesaid shall not be subject to any personal liability whatsoever in respect thereof. and debentures... 14. For any or all of the purposes of the company, the Issue of bonds company is hereby empowered from time to time, under the authority of a majority vote of the shares issued by the company, at a meeting called for that purpose, or at any annual meeting of the company, to issue at one or more times, or in one or more series, its bonds, debentures or preferred shares, under its seal, and signed by its president or other authorized officer, and countersigned by its treasurer or secretary, and such bonds or debentures may be payable at such times, in such places in Nova Scotia or elsewhere, and bear interest at such rate per annum, and such bonds, debentures or preferred shares may entitle the holder to such priorities and privileges and may be subject to such conditions as the company at such meeting decides, provided however that the total issue of bonds, debentures, and preferred stock shall not exceed the amount of the subscribed capital stock. The directors of the company are, in addition to the other powers conferred upon them by this Act, in respect of the issue and allotment of preferred stock, hereby authorized to pledge or sell, upon the best terms that they may be able to obtain, any such bonds, debentures or preferred shares, and no person who shall hold such preferred shares shall be liable to further calls or assessments, or otherwise liable on account thereof, beyond the amount for which said shares shall have been purchased from the company. The holders of such preferred shares shall be entitled to the preferential payment of the par value of their shares out of the assets available for the return of capital in priority to any ordinary shares in the company. deed of trust.. 15. (1) The company may from time to time secure Mortgage or any of the bonds or debentures of the company by a mortgage or deed of trust of all or any portion of its property, whether real, personal or mixed, and including any or all revenue or tolls, stock, shares or securities of other companies, powers, rights and franchises (including the franchise of being a corporation) whether owned or enjoyed by it at the date of such morigage or deed of trust, or thereafter Holders of bonds may organize. Periodical payments to trustees. acquired. And the legal title to all property acquired subsequently to the date of said mortgage or deed of trust, which purports to be covered by said mortgage or deed of trust, shall vest in said trustee or trustees for the bondholders and debenture-holders as soon as the same is acquired or owned by the said company. (2) The company may in and by any such mortgage or deed of trust confer upon the holders of such bonds or debentures, or the trustee or trustees under such mortgage or deed of trust for their benefit, such powers, rights and remedies, as may be deemed desirable in order to enable the holders of said bonds or debentures, or such trustee or trustees in their behalf, to obtain the possession and enjoyment of, and title to such property, or to obtain the value thereof by sale or otherwise, in case of default by the company in the performance of the conditions of said mortgage or deed of trust; and the holders of such bonds or debentures, or any persons claiming by, through, or under them, or any purchaser from said trustee or trustees, in case they shall take possession of said property under the provisions of such mortgage or deed of trust, may organize themselves into a corporation in the manner provided in this Act for the organization of the company, and the provisions of this Act or any Act in addition hereto, or in amendment hereof, shall apply to such corporation and its members, and such corporation shall be entitled to have and enjoy the powers, privileges and franchises conferred upon the company by this Act, or any Act in addition hereto, or in amendment hereof. The holders of said bonds or debentures, whether they shall organize themselves into a corporation as herein provided or not, or said trustee or trustees, or any persons or corporations claiming by, through, or under them, shall, in case they take possession of said property, under the provisions of said mortgage, or deed of trust, be entitled to hold, own and enjoy the same as fully and effectually as did the company theretofore, and they shall be entitled to hold, own and enjoy all the powers, rights, privileges, franchises and exemptions in reference thereto, which were held and enjoyed by the company under this Act, or any Act in amendment hereof, or any special or general law in force in the province of Nova Scotia. (3) The company may, in and by said mortgage or Ideed of trust, provide for a periodical payment to said trustee or trustees of such sums as they may determine, which sum, with all accumulations thereon, shall constitute a sinking fund, to be applied in such manner as shall be Sinking fund. stipulated in said mortgage or deed of trust. The issue of bonds, debentures or preferred stock shall not in the whole exceed the issued capital stock of the company. 16. and regulations The directors may from time to time make, alter, By-laws, rules amend or repeal such by-laws, rules or regulations not inconsistent with this Act or the laws for the time being in force in this province, as they may deem necessary and proper for the management of the affairs of the company generally, and the same shall have the force of law, provided they be submitted to and have the approval of the Governor-in-Council. every 17. The company shall paint or affix, and shall keep Painting or painted or affixed, its name with the word "limited" after affixing clause.. it, or forming part of said name, on the outside of 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. paper. 18. The company shall have power to draw or accept, Negotiable or indorse bills of exchange, promissory notes and other negotiable paper, on behalf of and for the purposes of the company. commence 19. This company shall not commence operations until Company, when fifty per cent. of its capital stock is subscribed and twenty-operations. five per cent. of such subscription paid up. cease and 20. This Act shall cease and determine if effective Act, when to operations under it are not commenced and continued determine. within two years from the date of its passing. CHAPTER 136. An Act to Incorporate the "Workingman's Prospecting, Be it enacted by the Governor, Council, and Assembly, as follows: Incorporation. 1. James Mahoney, of Stellarton, in the province of Nova Scotia, engineer; Thomas J. McFarlane, of New Glasgow, in the province of Nova Scotia, chemist; John Dunn, of New Glasgow, in the province of Nova Scotia, melter; James Dunn, of Trenton, in the province of Nova Scotia, melter; Samuel C. Strickland, of Trenton, in the province of Nova Scotia, furnace-man; Neil McMullen, of New Glasgow, in the province of Nova Scotia, furnace-man; Charles W. Rogers, of New Glasgow, in the province of Nova Scotia, engineer; John Kenty, of New Glasgow, in the province of Nova Scotia, prospector; and William S. Fraser, of New Glasgow, in the province of Nova Scotia, chemist, and their associates, successors and assigns, are hereby constituted a body corporate, under the name of the "Workingman's Prospecting, Developing and Mining Company, limited," with a common seal, and hereinafter referred to as the company." Objects and powers of com. pany. 2. The company shall have and possess the powers within Nova Scotia : (a) To mine for and obtain, sell and dispose of, and otherwise deal in gold, silver, coal, iron, copper, manganese, and other minerals and ores. |