Incorporation.

Objects and powers of company.

1. Louis Dana, Trueman McLellan, Timothy McLellan, and such other persons as they in writing may associate with them, their successors, associates, assigns, and such other persons as may become shareholders in the company hereby created, shall be a body corporate, under the name of the Sydney Hardware Company, limited, and hereinafter referred to as "the company.'

2. The objects and powers of the company shall be:

(a) To acquire, manufacture, buy, sell, dispose of, consign to agents for sale, and deal in all such kinds of goods, chattels and merchandise as the company shall see fit, and to engage in and carry on such business as is usually engaged in by merchants, commission merchants, ship brokers, dealers, traders and manufacturers.

(b) To purchase, acquire and hold letters patent of invention, and patent rights of all kinds, and either to sell or dispose of the same or of any rights thereunder, or to manufacture and sell the goods, commodities and articles covered by any such letters patent so acquired.

(c) To purchase as a going concern, the business now being carried on by the firm or partnership of the Sydney Hardware Company.

(d) To own, hire, charter, purchase, use, maintain, employ and operate steam, sail and all other vessels, lighters, boats and craft of every description, for the purposes of the company.

(e) To acquire, own, purchase or lease lands buildings, wharves and other property, and to erect and build wharves and such manufactories, warehouses, stores, and other buildings, as may be deemed necessary for the purposes of the company or any of them.

(f) To sell, improve, manage, develop, lease or otherwise dispose of the whole or any branch or part of the business, property or franchises of the company.

(g) To acquire the good will of any business within the objects of this company, and any real or real or personal property, privileges, rights and contracts appertaining to the same, and in connection with any such purchase to undertake the liabilities of any company, association, partnership or

person.

(h) To acquire by original subscription or otherwise, and to hold, sell, mortgage or otherwise dispose of shares, stocks, whether common or preferred, debentures, debenture stocks, bonds and other obligations of any company.

(i) To invest the moneys of the company upon such securities (other than the shares of the company) as may be from time to time determined.

(3) To do all such other things as may be incidental or conducive to the attainment of the above objects.

business outside

3. The company is authorized to transact any business Transaction of outside of the province necessary or incidental to any of the province. the purposes for which the company is incorporated.

4. The capital stock of the company shall be twenty Capital stock. thousand dollars, divided into two thousand shares of ten dollars each, which shall be personal property, transmissible and assignable as such, but the company may at a special meeting of the company called for the purpose, or at any general meeting of the company, increase the capital stock to any sum not exceeding thirty thousand dollars.

Provisional

5. The persons named in the first section of this Act, directors.

together with such other persons as they may in writing associate with them, shall be provisional directors of the company, and shall hold office until the first meeting of the company, and until such first meeting of the company said provisional directors shall have power to open a stock subscription list, and to assign and allot stock of the company, and have and exercise all the powers of ordinary directors of the company under the provisions of this Act.

6. The first meeting of the company shall be held at First meeting of such time and place as the provisional directors may deter- company. mine, notice of such meeting to be given by mailing a notice, prepaid and registered, to each shareholder at least ten days before such meeting, specifying the time and place of such meeting, and subsequent meetings shall be held at such time and place as the company may determine by bylaw or otherwise.

in payment.

7. The company may issue as fully paid up stock, shares Issue of shares of the company, and may upon such terms as the directors. may deem for the interests of the company pay and allot such shares in payment for lands, buildings, works, machinery, goods, chattels, merchandise, good will and other

Limited liability.

Transfer of shares.

By-laws.

property or rights, including the real and personal property and good will and assets of the partnership or firm now carrying on business under the name, style and firm of the Sydney Hardware Company, and also may, on such terms as the directors deem for the interests of the company, pay and allot such fully paid up shares in payment for services of or work done by any person or persons who may have been or may be engaged in promoting the undertaking or work of the company; and may upon such terms as the directors deem for the interests of the company, allot and pay over such fully paid up shares in full or partial pay-ment 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 to acquire. The issue,. allotment or payment of such fully paid up stock by the directors of the 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 allotted or paid as aforesaid shall not be subject to any personal liability whatsoever in respect thereof.

8. No member or director of the company shall be liable in his person or separate estate 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 to the amount unpaid on shares so held by him for any debt or on 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.

9. No transfer of any shares which are not fully paid up shall be made without the consent of the directors to such transfer having first been given, and no transfer of stock shall at any time be made until all calls thereon have been paid in.

10. The company shall have power to make by-laws not inconsistent with this Act or the laws of the province, and also shall have the power to repeal and modify the same, but all such by-laws and every repeal or amendment thereof shall be subject to the approval of the Governor-in-Council..

directors.

11. The general administration of the affairs of the Board of company is vested in the board of directors, which shall consist of not less than three nor more than five members of the company. If at any time an election of directors be not made or does not take effect at the time fixed by the by-laws of the company, the company shall not thereby be dissolved, but such election may take place at any special general meeting of the company duly called for that purpose, and the retiring directors shall continue in office until their successors are elected. A majority of the board of directors shall form a quorum. Vacancies caused by death or resignation shall be filled by the other directors until the next annual meeting.

meeting.

12. The annual general meeting of the shareholders and Annual general all other meetings of shareholders or directors shall be held at such times and at such places within or without the province of Nova Scotia as are appointed by the by-laws of the company.

13. The head office of the company shall be at such Head office. place in the province of Nova Scotia as the directors may decide, or may be fixed by by-law of the company.

paper.

14. The said company shall have power to make, accept, Negotiable indorse and negotiate bills of exchange, promissory notes, cheques, warehouse receipts and other negotiable instruments, signed by the president or vice-president and countersigned by the secretary or treasurer, and in no case shall it be necessary to have the seal of the company affixed to any such promissory note, bill of exchange or other negotiable instrument.

affixing clause..

15. The company shall paint or affix, and shall keep Painting or 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

Company, when

to commence

operations.

Act, when to cease and determine.

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.

16. The company shall not commence business until fifty per cent. of its capital is subscribed and twenty-five per cent. of the capital stock paid up in cash.

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

CHAPTER 141.

An Act to Incorporate the Sydney Daily Post Publishing
Company, Limited.

Incorporation.

Common seal.

Provisional directors.

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

1. Joseph A. Gillies and William A. G. Hill, both of Sydney, barristers, and Michael Edwin Gillies of Irish Cove, Cape Breton county, merchant, and such other persons as are or shall become shareholders of the company hereby incorporated, their successors, associates and assigns, are hereby constituted a body corporate by the name of the "Sydney Daily Post Publishing Company, limited," and are hereinafter referred to as "the company."

2. The said company shall have a common seal, and shall be entitled to all the ordinary rights and privileges and subject to the same ordinary responsibilities of corpora

tions.

3. The said Joseph A. Gillies, William A. G. Hill, and Michael Edwin Gillies, herein before named, shall be the