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Les cartes, planches, tableaux, etc., peuvent dtre fiimto A dee taux de rMuction diffirents. Lorsque le document est trop grand pour dtre reproduit en un seul cliche, il est film^ d partir de Tangle sup^rieur gauche, de gauche k droite, et de haut en bas, en prenant le nombre d'images nicessaire. Les disgrammes suivants iilustrent la m^thode. 1 2 3 6 ■^^t<^ ^tjj^r:^ -^-S^.^^^^:^^*^*^' THE Rh.AL ESTATE I I LOAN AND DEBENTURE | COMPANY. I XiTCOKFOE-A-TEX) 1879. I * I BY-LAWS AND RULES. I w r>^ I I I I f HEAD OFFICE: No, S8 TORONTO STREET, TORONTO. 1880. *-^ THE BEAT. ESTATE LOAN AND DEBENTURE COMPANY. x3S^cox^:poI^^•x'Elx:) i879. BY-LAWS AND RULES, Pnmlmt-TUE HON. ALEXANDER MORRIS, M.P.P. Vice-President -3. G. HODGINS, LL.D. Consulting Diredor-J ^MEfi ERASER, Esquirh. THE HON. OLIVER MOW AT, ROBERT BARBER, Esquire, WARR[NG KENNEDY, Esquire HUGH MILLER, Esquirk, JOHN TURNER, Esquire, T. R. WADSWORTH, Esquirk. Jlfa/iaf^er- BENJAMIN MORTON, Esquire. SotoVors-MESSRS. GASTON, GALT & HODGINS. B«nfrm-MERCHANTS BANK OF CANADA. HEAD OFFICE -No. 3S TORONTO STREET, TORONTO. SToronto : COPP. CLARK & CO., PRINTERS. 67 & «9 COLBORNE STREET. 1880. «« T «tA^ ^C O^ Snot/ "•'^^ wo EXILES AND BY-LAWS. I. 'fhis Company is a body corporate, pursuant to the provisions of the Statutes in that behalf. n. The Company shall be called The Real Estate, Loan and Debenture Company, with its head office in the city of Toronto, at wl^ch place the meetings of the Company shall be held. in. The objects for which the Company is established are : to assist its members, shareholders and others in the acquisition of freehold ot leasehold property ; in the erection of buildings and othervnse improving the same ; the removal of incumbrances or liabilities upon property already held by them ; to enable them to receive the amount of their shares in advance upon furnishing good mortgage security ; to encourage the accumulation of capital and the savings of those not otherwise disposed to provide for adverse contingen- cies, by furnishing safe and remunerative investment to its shareholders, depositors and debenture holders, by the advancement of funds to applicants and borrow- ers upon easy terms of repayment, whether by instal- ments or otherwise, and for such periods as Required, upon real estate security, so as to enable persons to retain their premises, which would otherwise be lost to them at a great sacrifice ; to make advances upon and for the purchase of Dominion, Provincial and Municipal securities and debentures ; to invest the surplus funds and capital to the best advantage, and thus relieve persons of the trouble and risk that indi- m. M m III lOAK AND DBBENTtTRB COMPANY. vidual. would be under, and at all times having the more certain gecunty of the Company in place of that a .!I?«'"*''/"^"''i; i? ^•"''^'*' persons to ottain readily a safe and prohtable investment for monev whether in large or smaU sums; to enable peraons'of S means to make some provision for their o"d ^e "nd to secure portions for their children ; to afford peraons of hmited me,ins the opportunity of acquirii^Hro- perty ; and of affording to persons wishing toToi?ow the means of obtaining advances at a feed ra^ ol interest, with the privSege of repayingThe lo^ bv instalmente and in the most convenienWay to them^ rv. The capital stock of the Company shall consist of shares to the extent of $1,000,000, a^d untU oKil ordered by the shareholders the Directors shaJlhl™ power from time to time to create new stock md to determine the conditions and terms upoTwhid^ th^ same shall be i^ued and payable, and the prZitn i? sZk^M bXW'' *%-»' Provided Sia^Sw Im ^,X^ ^^"^ *? ^"**'"8 stockholders, pro detemiifelS^jL ' P'-"""" f *« Directors i^ay to SS^^f^^.^u*""""' ''° o^^o^^ «haU be added to and form part of the reserve fund of the Company V. ^il o^Z -x ij ?o"*W instalments of four doUars tt.^^to\r^.tttor*n:aS^ S^ctoKyVltrtot:' three n^o^SSrSfe than twenrL?Zt^f%^.^K ^'T^J "»«* ""* ™°™ caUed in d^'^^*„„1 JWbscnbed stock shall be I ■i m ing the of that readily whether f small ge, and persons ig pro- borrow rate of oan by them- of the sist of lerwise 1 have md to 3h the um, if Unew ra, pro i may added pany. ollars ►liars, ne of ict to ibing cent. » the more 11 be ^^B OrfTla. THE REAL ESTATE m VI. Shareholders may pay up in full or may pay in advance any number of monthly instalments. Every shareholder shall be entitled to dividends on all moneys paid on account of his shares, and those paying any number of monthly instalments in advance may, witji the consent of the Directors, be allowed a like number of additional months' credit without being subject to fines. vn. All persons becoming shareholders of the Company shall siffii and seal a covenant to observe and keep the the Rules and By-laws of the Company that may at any time exist or be promulgated. VIII. The covenant of subscribers shall be in the following words, or to the like effect, namely : We, whose names are hereunder written, do hereby covenant, promise and declare, each for himself, hitj heirs, executors, administratoiS and assigns, and not jointly or the one for the other, that we are shareholders in and have constituted ourselves members of *'The Re^ Estate Loan and Debenture Company," and have subscribed for and accepted the number of shares in the stock or funds thereof and bearing the amount set opposite to our respective names in the several columns set apart therefor in connection herewith ; and we do hereby further covenant, promise and agree to and with the said Company, its President and Treasurer or Manager, and their successors in office, that we ourselves and our several and respective executors, administrators and assigns, shall well and truly pay all and every sum or sums that shall from time to time be demanded and arise upon such shares ; and further, also, that we will observe, perform, fulfil and keep all and singular the by-laws, rules and regulations of the said Company that now are or may hereafter be made and adopted in respect thereof, and which on our several and re- spective parts are or ought to be observed, performed, r.-ijm_j __j 1 J. * J. / M 6 I^AN AND DEBENTURE COMPANY. m ■ _, IX. ticlan,, if thought prXrsh^'^h^'^ I'"^}"^' P"'" books ..f the Conmanv Tml J„ u*^ entered in the his residence orpyoCaddrTsS""^' ""^'"8 writing to the mimaffer n - hi. " " . 8'^« """"e in addrefS, and in™Sk th;™ f ^t" M"^ "^ ''^'>^^ <"■ deemed'tol^^a^thS tooonf ue'tt""''^^ ,«'"^' *>« and incur no responsibrnt/S^res'^l^thS! "'''"" may appoint, r/SuZtr?"" %' *''« »'^«<=t«" entitled to aU the priv'S of th« *'"?'.'«fr\« "M be provided always tfiat a„5?^ " • "^""^ shareholder the Company for an ^vaLl^^?.,*'''*? ^ »««"rity to shall only CirnsferZe i.?wr^« ^^'-^ by them, Directors: Ko Ser shaJI hi* *r^ cogent of the the books of the Spany1Ld^^f„^ "'^''* ""^« ^ transfers of stock sh^ t^pV^, u P®*^""* accepting the Rules and B^lTs'of'thf LmrC '"'^'"' '° ''^ XI the'^Wr^*S"«X^4\t'::: ff "'^d *° ^^'^ Company holder who is in default ^ 1*"^ '"f"'^'- '>'' SW instalments or montht ' .?K^''° i?^8'*'=*« *° Pay the rules, and such ShSder ^hK" "^ ^^ *««« be a member of the ComnX. j «jereupon cease to make a minut/of ^''crfS^^l^^ ^r*^^^ '^''» be recovered, bv action r.f aZ, , ® arrears may Birecto^mayi^in^Xer. * '" "*^^^^^' ^ *^^ T .1, ^11- md the m THB REAL ESTATB holder shall, before becoming entitled to the privileges of an original shareholder, procure his place of abode and tho particulara of his title to be registered in the u-ux^^fi *^Q.,?«»npany ^nd shall, at the same time, exhibit the will and probate thereof, or grant of letters of Administration, or other documents or eviiience, as the case may be, for the inspection and satisfaction of the Directors, and furnish a certified copy of the same when so required. And whenever an agent or attor- ney shall assume to act for any shareholder a written authority shall be produced and furnished to the Com- pany as the evidence thereof. That in case any person other than the original stockholder becoming by law entitled to any such share he or they shall also sign and subscnbe to the rules of the Company in like manner as the original shareholder. SK XIII. The Company shall not be bound to see to the exe- cution of any tnaat, whether expressed implied or constructive, to which any of the shares of its stock or moneys deposited shall be subject, and the receipt of the party or parties, or his or their attorneys, in whose name any such shares or deposits shall stand in the books of the Company, shall be a sufficient discharge to the Company for any dividend or other sum of money payable in respect of such shares or deposit, notwith- standing any trust to which such share or deposit may then be subject, and whether or not the Company have had.notice of such trust ; and the Company shaU not be bound to seie to the application of the money paid upon such receipt, any law or usage to the contrary notwithstanding. '' xrv. ^1 money which shall from time to time be paid to. or borrowed by, or deposited with, the Company, or which shall m any wise belong to the Company, shall, after providing for expenses or accruing liabilities, be appropriated by the Directors in loans or adv=r=™ ' «^v« « %*AM.%^\/Kt i/U >] ■ i \ If i 1 J - f "^1 ^6 8 LOAN AND DEBENTURE COMPANY. members and other persons upon mortgages on real ^dtrtt;«'r"""'^''-' as provided b^fhe statute and by the Rules, and m the parchaae of any such securities ; and the Directors shaU have fuU power to buy and seU and convey all such securifes Tth" Company njay hold, and the conveyances aLl tostni! mente shall be executed by the President and by the Manager and the seal of the Company likewi^ attached. The securities of the CompanJ smT aafely kept as the Directors may from tinfe to tim« dnect and all secmties, payable^to TJer or neeoti able by mere delivery, shall be in the joinTcuXdv of, and subject to the order of, the PrSt^^! President or Consulting Directo^, and the SLer^r Assistant Manager. Should the fundsof the Com panv not be taken up by members or other borrowSs' at the ordinal^ current rates charged, such fundTmav be otherwise invested for the benefit of the 0X0^^ at the discretion of the Directors. ^^ompany XV. ' nJi^T ""^^ ''! ""^^ ^y *« Company to any person or body corporate, and the Director sfiall have power to regulate the amounts appUcable for advCem tneterms md conditions thereof, the time md m^er of making the same, the interest payable thereSfT„ J Mid the time and amount of the repayments to £ St."s"Sd1h*eT' ?%-P»y-onT:f"ka^, ^ aavanoes, and the payment of interest thereon m«v be made m one or more instalments as mTyT 4^J Buaii tate part m the managQment of the affairs nf ihl hrf'^A''' ^""P"'* ^f an^ shares s.bsc^.^d for bv Imu for the purpose of obtaining the ite iteeo? ^gi THE REAL ESTATE 9 %ti from the funda of the Company. All borrowers shall be governed by and observe the same rules and regu- lations, and all loans and advances made shall be sub- ject thereto, whether the borrower be a member of the Company or not. XVI. The Directors may accept as securities for loans and advances real property situate anywhere within the Province of Ontario. Dominion or Provincial stock or securities, or the debentures of municipal corpo- rations in the Dominion, or the stock of any share- holder of the Company, or any other debentures or public securities as security for loans or advances, or in the purchase thereof, and may take any kind of real or personal security as collateral security for any loan or advance. Provided, however, that no such loan or advance shall exceed the appraised value of such real estate security. Provided, further, that at least four- fifths of the inveuted funds and assets of the Company shall be secured upon real estate. XVII. Any member or other person applying for a loan or advance from the funds of the Company shall furnish in writing to the Munager or Directors such information as to the value, description, situation, tenure and other par- ticulars of the property proposed to be mortgaged to the Company, as may be required, in such form as they shall prescribe, and deposit with the Company all deeds and documents necessary to shew his title thereto ; and also such sum as may be considered requisite to meet any probable expenses. Should any such member or other person decline to take up the amount allotted to him, or fail to complete the necessary securities to the satisfaction of the Directors, within one month after such allotment or acceptance of such loan, he shall, if required by the Company, pay interest in the nature of a fine at the rate of one per cent, a month upon the sum allotted ; and the Company may otherwise dispose 029 IB i 10 LOAN AND DEBENTURE COMPANY. of the funds so granted to him, and they may retain any such papers under a special lien until such demand may have been satisfied. XVIII. All Mortgages, Deeds, Securities and other instru- ments upon real estate or otherwise to the Company shall be prepared in such form and contain such clauses, provisions and agreements as the Solicitor for the Com- pany shall think fit, with the approval of the Directors, and in case the Mortgagor shall, at any time or times, neglect or refuse to make his repayments or the interest or other sums due or payable to the Company for the space of two months, the Directors may either, with or without the concurrence df the Mortgagor appoint a person or persons, with such salary or commission as they may think proper, to collect the rents and profits of the mortgaged premises, and the Company sliptll have the same po iver of enforcing payment as the owner or Mortgagor himself may possess, and also shall have power to sell and dispose of such premises by public auction, or private sale when and in such manner as the Directors shall think proper, and in case the Mort- gagor shall be himself the actual occupier of such mortgaged premises, then the mortgage instrument shaU contain stipulations that he becomes tenant to the Company at a fair rent, which may be fixed by the Directors, and whenever the Directors shall notify him in writing, to his podt office address, as registered in the books of the Compatiy, to the effect that they hold him as tenant at a rent to be named in the notice, and in the event of his failing to pay the rent at such times as may be stated in the said notice, then the Directors shall have the power to distrain as between landlord and tenant, and the Directors shall likewise have the powcjr to make such arrangements for the repairing, or keeping in repair, or for finishing, altering, or putting in order any buildings or other improvements, or from time to time inspecting, and for taking care of, and managing generally, ths mortgaged property, as they SWti- shall deem expedient, and may likewise require the moi-tgagor to execute a formal statutory lease ; and in case of default in the payment of any moneys due on a mortgage to the Company, the Direcfcora may, if they deem fit, appoint an officer of the Company, cr other persons, from time to time to examine the mortgaged property and report thereon to the Board at the expense of the Mortgagor ; and all reasonable costs, charges, and expenses incurred under the rules, or which the Company may be put to in connection with the mortgage debt, shall be immediately payable by the mortgagor, and shall be a charge upon the mortgaged property ; and when any sale shall take place of any property mortgaged to the Company, the Directors shall have power to retain and apply so much of the purchase money as shall be necessary to pay whatever may be found to be due under the mortgage, together with all expenses due to the Company, and to hold the surplus thereof for the mortgagor, or who- ever shall appear to be entitled to receive the same. XIX. That it shall be lawful for any borrower, having executed a mortgage in favour of the Company, to substitute, at his own expense, and subject to the approval of the Directors, any other property as secu- rity to the Company in lieu of the property originally mortgaged. XX. That if any member or other person having executed a mortgage to the Company shall desire to sell the mortgaged property, subject to the mortgage, he shall be at liberty to do so, with the consent of the Directors, up(m first duly transferring the shares secured by such mortgage to the intended purchaser, in manner pro- vided by these rules, and upon such transfer being completed, and all arrears due to the Company from the mortgagor being paid, and the conveyance to the purchaser executed, such person shall thenceforth -».♦ W5 12 ' . « LOAN AND DEBENTURE COMPANY. become liable to pay all repayments payable in respect of such shares, and the Directors m/y grant to the original mortgagor, and at his cost and charges a release from all further liability in respect thereS' XXI. If any mortgagor shall desire to have his pronertv discharged from a mortgage to, or that is heldX^ the Company before the expiration of the full tern for which It has been taken, he shall be allowed tTdo so or parts of the property or properties mortgaged may the Dirp'^f'''^^^ *^" P^y ^PP^yi'^g' b« relLedTb^ the Directors, from time to time, if they see fit. xxn. i>a^.^tt "'^^'^P^on of any security, or when aU re- payments have been made, and aU costs, outlay and p^ZrC' "^^'S!^^^" i° '««P««t thereof h^e^^^n paid on loans or advances, pursuant to the rules a dis- «tfJi«K i T^ ^*='^*y «^*" be executed, and the same on b.^f *'"r^ */ *''^ mortgagor or his ^presentatir doc«2<^W *°'' Hither ^ith all other deeds and aocuments m the possession of the Company relatini? to mattt™ r.f f • T^«»f "y signatures obtained, aid any matters relating thereto transacted by the Company's Solicitor, under the direction of the Board Ke expense of such mortgagor. ' ^ XXIII. or^o?X?1^ property, mortgaged to the Company, be subW^ *''^*^'""P'^yi'**" '^^^''ny claim, sh^ or S nf^ *"'?f ' ^°"'}'? 'I"*' »'■ *»y «ther charge ZJ^ \ 5^ "**"'^ "^ '""d whatsoever, the mort- Zltl^fl Ai * ^'r* '**y* ^^"""^ the same shall respectively become due, produce to the Manager of M THE REAL ESTATE 13 the Company an acknowledgement of the pajrment thereof ; failing which, and in default of payment by the mortgagor, or such other person, the Directors may order payment, and charge the mortgagor, or such other party responsible therewith, and with all expenses attending the same ; all such payrnents by the Company shall be a charge upon the mortgaged property, and shall be subject to a fine in lieu of interest of one cent on the dollar per month until repaid ; and all such sums shall be recovered in like manner as other moneys. But it shall not be incumbent on the Directors to make any such payment, and the Company shall not be responsible for any consequences arising from tha non-payment of any such charge or pnor claim. XXIV. Fifteen days after default, in the repayment when due of any loan or advance made by the Company upon the security of the stock of any Shareholder, or of any part thereof, or in the payment of any interest thereon, the Company shall have full power to sell the shares of such Stockholder, or of any part thereof, and to make necessary transfers ; and the amount realized by the Company upon any such sale shall be applied in pay- ment of the debt, and of all fines, costs and charges incurred in connection therewith, and the balance, if any, shall be paid to such Stockholder or to his repre- sentative ; and no notice of any such sale by the Com- pany shall in any case be necessaiy. The Company shall in all cases have a first lien on all shares held by eny person indebted or liable to the Company for the d-mount of such debt or liability, and all monies paid by any such person, or which may be in the possession of the Company belonging to any such person, shall be applied to his account as the Directors may appoint. XXV. Every person executing a mortgage or other instru- ment to the Company shall, at the time of such execu- 9^ ,M I ^• f m 14 LOAN AND DFBENTUEB COMPANY. cW? tion, and also at any subsequent time, if required, give to the Manager a written statement of all such particu- lars relating to the insurable property comprised in such mortgage as are usually required by Insurance Companies, in default of which the Company may obtain such statement at the expense of the mort day of December previous. If from any cause the annual meeting shall fail to be held on the day herein appointed, the Directors shall, as hereinafter provided, call an extra general meeting of the Shareholders within one month for the transaction of the yearly business. Notice of such annual meeting to be mailed to each Shareholder not later than one week before such meeting is held. XXXIV. Extra general meetings of the Shareholders of the Company may be called by the Directors upon the Shareholders being notified of such meeting through the post office cr otherwise, at the discretion of the Directors. Any ordinary or special meeting of the Shareholders or Directors may be adjourned from time to time, and such business may be transacted at such adjourned meetings as might have been transacted at the originjJ meetings from which the adjournment took place. XXXV. All questions at the annual or other general meet- ings of the Company, except as provided by statute, shall be decided by a majority of votes of the Share- holders voting, either in person or by some other Shareholder as proxy. The chairman of any meeting, either of the Directors or Shareholders, to have a casting vote in addition to his vote as a Director or Shareholder. XXXVI. The voting for the election of Directors, and, if demanded, on all other questions, shall be by ballot ; and on all questions each Shareholder shall have one vote for each share held by him, as provided by sta- II r, 1 ^_ _ cji. -_-i IJ -1 n X __ _^»»... £j-,.m, ..^^^^^ WU.UO J UUO iiO k'iicil. tSiiOiCiUr oiicwii iiou JiO yHS^j i.\!i. iiiU'iw than twenty-five other Shareholders. 7rn LOAN AND DEBENTURE COMPANY. 19 3Af XXXVII. The proceedings of all meetings of the Shareholders or Directors shall be entered in a minute book in detail, in such manner as the Directors may from time to time direct ; and such entries shall be signed by the Presi- dent, Vice-President or Chairman, as weU as by the Manager or Secretary. XXXVIII. The affairs of the Company shall be under the con- trol and management of a Board of nine Directors (of whom three shall form a quorum for the transaction of business), who shall each hold not less than one hun- dred shares of stock, and who shall choose from among themselves a President and Vice-President, and, when they think it necessary, a Consulting Director. No Director shall hold the office of Solicitor, Manager, or Inspector of the Company. XXXIX. That the Directors elected shall continue in office until the election of their successors. XL. If any Director shall die or resign, or become inca- paple to act as Du-ector, or become bankrupt or insol- vent, or compound with his creditors, or cease to hold the required number of shp:.>s, or be removed from office by a resolution at nal general meeting of the Shareholders, or sha. .nree months successively be absent from the meetings of the Board, without the consent of the Directors, he shall aereupon cease to be a Director of the Company, slnd the Du-ectors may appoint another Shareholder to be a Director in his place, a^ hereinbefore provided ; and no Director shall, at any meeting of the Board, teke P^i^t m any discus- sion, or vote on any question in which he shaU be _l^.n„ ;«+««^c+../..+hAywi«fi than as a Shareholder. avv — ^9 &^ 20 THE RflAL ESTATE XLI. The Directors shall, at a ftpecial meeting to be oftlled for that purpose, have power to fill up any t leancy that may arise in their own body ii) the ;our9e of the term by a vote of Dot less than two-thirds of the Direc- tors present. xLir. The Directors shall from time to time inspect, or cause to be inspected, the Books, Accoimts, Properties, and Securities of the Company, and may appoint one or more of their number, or other person or persons, to transact such or any other special business for the Company, and grant them such remuneration as the Board shall tliink reasonable. l^fS, OVXJ- XLIII. The Directors shall, by resolution of the Board passed to that effect, be paid a sum not exceeding five dollars each fbr each Board or Committee meeting they miy respectively have attended on the business of the Company, and shall be remunerated out of the funds of the Company. XLIV. The Directors are authorized, from time to time, to borrow money for the use of and upon the assets of the Company ; to receive money on deposit, and to prescribe the rates of interest and the regulations to which the same shall be subject, and to issue and dis- pose df the Debentures of the Company. All Bonds and Debentures, and other like Instrumentfl by the Company, shall have the seal of the Company attached thereto, and, together with the interert coupons, shall be signed by the President, Vice-President, or con- sulting Director, and by the Manager or Assistant Manager, or Secretary. Such Debentures shall bear such interest and be subject to such conditions and terms as the Board of Directors^hall prescribe, and as Bliall be Ihcfeui expreBs^u. J\. J-»UUDl, bU __ .11 ail. u6 CailoQ vxiQ m LOAN AND DBBINTURB COMPANY. 21 m Debenture Book, shall be kept, which shall contain the blank forma of such Debentures, numbered consecu- tively with corresponding margiu, which shall be filled up before such Debentures are issued. XLV. The President shall preside at all meetings of. the Shareholders or Directors, and shall xercise a general oversight over the business of the Company. In the absence of the President, the Vice-l*ieaident shall preside at all meetings, and in the absence of the President and Vice-President, a Chairman shall be elected by the meeting or the Board, as the case may be. XLVI. The President, Vice-President or Consulting Direc- tor shall give daily or such frequent attendance a:^ the Office of the Company as may from time to time be found necessary, in order that the Manager may confer with him on the affairs and business of the Company, and exercise a general oversight over its affairs. XLVII. A Manager shall be appointed, who shall also per- form the duties of Secretary and Treasurer. He shall be under the supervision of the Board, and, except as otherwise provided by rule, have charge of th** Offices, Books, Cash, and Securities of the Company, and the immediate direction and control of the clerks and assistants ; and he shall daily deposit with the Com- pany's Bankers all money he shall have on hand. He or the Assistant-Manager shall, with the President or other Directors appointed for that purpose, sign all cheques and deposit receipts, and the debentures of the Company, and assignments and releases of securi- ties, and such other necessary documents. He shall attend all meetings of the Shareholders or Directors, enter minutes of aU resolutions or proceedings m the * the accounts are and shall see that 22 THE REAL ESTATE 5i. properly kept, and that the same, and a balance sheet thereof, are duly prepared for the inspection and signa- ture of the Auditors. He shall summon the Directors to all meetings by circular, and issue all circidars and notices which may from time to time be thought ne- cessary by the Directors ; conduct the correspondence ot the Company, and perform such other duties as the nature of his office may demaifd. The Directors may, also m their discretion, from time to time appoint an Assistant-Manager and other officers, with such powers and duties as the business of the Comr any may require, and generally shall define their laspective responsibilities and duties. XLVIII. Eyery officer or other person appointed to any office m any wise concerning the receipt of money, shall furnish security, to the satisfaction of the Directors for the just and faithful execution of the duties of his office, according to the Rules of the Company ; and any person entrusted with the performance of any other semce, may be required by the Directors to furnish similar security. XLIX. That a Solicitor shall be appointed, who shall hold not less than forty shares, and he sh^ll transact such necessary business of the Company as the Directors may require for which he shall have a reasonable allowance. The Solicitor shall investigate the title to any property offered as security to the Company, and shall, m all- cases, render to the Directors a report in writing whether such title be deemed by him good and sufficient for the purposes of the Company, and no money shall be advanced by the Company upon any security unless the same shall have been first reported on by the Sohcitor ; and he shall prepare all necessary papers mortgages, deeds, assignments and interests in favor of the Company. The Solicitor's and Appraiser's and other fees and charges shall in all cases be charge- -orWo LOAN AND DEBENTURE COMPANY. 23 M ^\i> able by the Company to ^he party on whose account they may be incurred, unless otherwise arranged by the Directors. L. The Shareholders shall annually at the general meet- ing appoint two Auditors for the ensuing year, who are not then Directors, whose duty it shall be to examine and audit the books and accounts, securities and all documents having reference financially or otherwise to the business of the Company, and certify and submit a full and detailed statement of the Company's affairs to • the Directors not later than the last Tuesday in January in each year, and to the Shareholders at the annual general meeting, as required by rule. The Auditors to be paid such sums for their services as the Share- holders at their general meeting may determine. LI. Persons approved by the Directors may from time to time be appointed Appraisers, who shall receive appli- cations for loans, examine personally the property offered as security to the Company, if the Directors shall consider it necessary, and shall render to the Directors a full report in writing of the state and value of such property with such further particulars as may be required in such form as the Directors shall pre- scribe, and who shall be paid such fees as the Direc- tors shall think reasonable. It shall not be a part of the duty of an Appraiser to make contracts for or to receive subscriptions or other moneys on account of the Company, and no payment of money to or undertaking by an Appraiser or other person shall be held to be a payment made to or an undertaking by the Company unless such Appraiser or other per- son be specially authorized in writing to receive such payment or contract such undertaking. And any payment made by the Company on the order of a bor- rower, either to an Appraiser or other person named therein, shall be held to be a good and sufficient pay- 24 ■~-?Ao THE EEAL ESTATE ZA\hIr^'' Company to. all intents and purposes x^reS:eUh7rS '"""^ '^ ""'^^'^ "° further'St^ Lir. a« aforesaid, shall be at liw7 + ^ *^® Directors «hall not be removed ""''' °' ^''^'' ^^ *«»' ^W LIII. CoSan^^^*";.^^,,^^^; i" the employment of the panyV^eS :X?/ SlTa^l from the Corn- er receive any advance f^^ ^JJ^Tdsl^'Ll^:^™ LIV. mfheTSry^l^Pr^^ ^t the Company's office « that day is a 8t2,to °\*,?>y *ey fall due ; but shaU be the foUowhJ^Sy. '^^ "' ^""'^^y- *«» " LV. « I *' «u.o *^ I 5^ M«fcM I f>^ LOAN AND DBBBNTITRE COMPANY. 25 or elsewhere as it may become necessary, for the deposit of moneys and securities, and for conducting other financial matters, as they shall fjromtime to time deem necessary. LVI. No money shall be drawn from any Bank without the signature of the President, Vice-President, or Consulting Director, and the Manager or Assistant- Manager of the Company, LVII. The Company ohall have a seal, and the same shall be under the charge of the Manager or Assistant-Mana- ger, who shall, in conjunction with the President, V ice-President or Chairman, and under the direction of the Board, affix it to such instruments as may legally require the same. LVIII. In the practical application of these rules, or any rule to be hereafter made, the construction put upon them by the Board of Directors shall be final and con- clusive. Every word in the singular number shaU be applicable in the plural ; and every word importing the masculine gender shall, where necessary, be under- stood to be feminine, unless in reference to such changes there be something repugnant to such con- struction. The worls "share" and "shareholder," and "stock" and "stockholders," shall in all cases be held to refer only to the investing or unadvanced shares or stock of the Company and the holders thereof, and the word " rules " shall be held to mean the rules and by-laws of this Company now existing or hereafter to be passed. «uo 9it -aWa