IMAGE EVALUATION
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1.0

I.I

£ m 12.0

'•25 i '•! iJ^

FhotQgraiM;

Sdences

CarpoFation

23 WIST MAIN STRHT

WnSTIR,N.Y. MStO

(716)t73-4S03

CIHM/ICMH

Microfiche

Series.

CIHIVI/ICMH
Collection de
microfiches.

Canadian Instituta for Historical IVIicroraproductiona / Inatitut Canadian da microraproductions historiquas

Technical and Bibliographic Notaa/Notas tachniquaa at bibliographlquaa

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original copy availabia for filming. Faaturaa of thia
copy which may ba bibliographically qniqua,
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raproduction, or which may aignificantly changa
tha uaual mathod of filming, ara chaclcad balow.

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hir«
dAtailt
UM du

modifier
l«r un«

fiimage

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lAaa

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lire

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Loraque le document eat trop grand pour Atre
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de I'angle aupAriaur gauche, de geuche A droite,
et de haut en baa, en prenant le nombre
d'imagea nAcaaaaire. Laa diagrammea auivanta
iiluatrent la mAthode.

by errata
ed to

int

me pelure,

a^on A

32X

I^MiC Arr>iv«fi fPf uova ;/ 4m

NOVA SCOTIA

TELEPHONE CO,

(LIMITED.)

BY-LAWS

AM)

A6T OF IRSORPORATiON

AND AMENDMENTS.

Halifax, U- S-, ISSS.

IIAI.IK.W. N. S. :

IIALII'.W l'KI\TIN(; CO , HOLLIS STHKK'I.
1889.

rmJi'.'fS j^xe^' -..

NOVA SCOTIA

TELEPHONE CO.,

(LIMITED.)

BY-LAWS

AXD

A0T OF II20ORPORATION

AND AMENDMENTS,

SaOiiajE. XT. S.. 1888.

HALIFAX, K. S. :

HALIFAX PRINTING CO., HOLLIS STREET,
1889.

: 1 4^^''.-" ..;>l.-'.tV:-..v'i

rilf^^

^]^ia^^lo^

TO INCORPORATE

ThQ Nova Scotia Telephone Co., Limited.

(I'Bined tho 3ril (iHy of May, A.I)., 1nm7.)

SrCTIOM.

1. Iiicurporvtinn.

U. Power* ol ooinpuiiy.

S. Llrt-M rauy croaa Ntrcti, liri(lK<'i. (■•c,

4, May niiichatu ur tease tvivpliouo

linto. (tto.

fi. f'npltHi Htock.

fl. I'ruvlsioiml illn'ctorit.

7. HoHni ot' inuiiiiK)'in(>nt.

8. LIubillty of Nhurc-holilprit.
V. Hut)»crii)tloiiH tor Mtook.

10. ('ikll*, when to lie (lepiiied made.

11. bii'eotori may receive udvuiicex.

1'.'. CallH, how made.

l.'l. In (let'ault, iiliareN may >>« forfeited.

14. ('om|iai>y may lirinK action.

15. I>vducMon for cuIIm.
Irt. Vol '*. how Klvrn.

17. V-ica U'U'H, how tilled.

IK. Directors nuiy make liy-lnwa, etc.

lU. TranKi'iT of Hi'ic-fs.

-..'U. UeKistr.itiun.

ijl. Chief |)li;ce of buKlncHS,

'J'.'. Keal eMtate.

^.1. Name to he ktpt palntoti.

Be it enacted by th«3 (Jovenior, Council, ami As.suinltly,
a.s follows : —

1. Allen Haley of Windsor, C
L. DeV. Chipinan of Kentville, ii.
Thoina.s S. VV'hitnian of Annapoli.s,
Dij^'by, William Law of Yarmouth,
nioutli, Au.sten Locke of Lockeport,

R. Bnr<^L'.s,s

of Wolf villi},
M. Hand of Canning,
Hon. E. R. (Jakes of
T. W. John.s of Yar-

T. B. Wad-! of Bridge-

Incorporation.

water, James Eisenliauer of Lunenburg, J. A. Loaman of
Truro, John R. Bothvvell of New York city. New York,
United States ; D. C. Fraser of New Glasgow, T. R. Black
of Amherst, J. C. Wilson of Pugwash, A. C. Bertram of
North Sydney, W. 1 . McCurdy of Baddcck, W. C. Delaney
of Halifax, D. MacPherson of Halifax, B. F. Pearson of
Halifax, and William F. MacCoy of Halifax, and such other
persons as may become shareholdeir, in the company hereby
incorporated, are hereby constituted a body politic an-l
corporate by the name of " The Nova Scotia Telephone
Company, Limited," and the head oifiec of the said company
shall be at Halifax, in the province of Nova Scotia, or at
such other place in the province as in«.y be hereafter
determined upon by tho directors of the company.

2. The said company shall have power to manufacture I'owers of corn-
telephones and other apparatus connected therewith, and
their appurtenances, and other instruments used in connec-
tion with the busine&s of a telegraph or telephone company.

nntl also such r)tlji'f clcctricnl instninn'ritsanfl plnnt us tho
.sftiil coinpaiiy may <lfrii; lulvisaMc, atiil tt) iMirclwiMf, srll or
least' tin- saiiir ami ri;,'liN n'latiii)^ ti.>'ri'to, and to litiiM
I'staltlisli, coMstniof, imicliaMe, acmiirt! or li'a.s<', ixrul main-
tain an<l oporatu, ur noII, or Ift, uny linu or lines for thu
transmission of mesMa^es liy teN-jtlione in Nova Scotia, an<l
to make connection for tin; purpose of telephone liusim^.sH
with the line or lines of any tele^'raph or t«'lephono
company in Nova Scotia, ami to ui<l or ailvance money to
build or work any sueh line to he used for t»'leph<»nu
purposes ; and also to horrow such sum of money, not
exceedin;^ the amount of the paid up capitd ot tlu; com-
pany, as th<! directors shall <leem necessary for carry inj^
out any of the ohjects or purposes of this Act, and to i.sHUo
bonds therefor in sums of not h-ss than onehundr«'(l dollars
each, which shall he a first ehari^e upon the whole lines,
works and i)lant of thu company, in such sums and at such
raie of interest, and payalde at .such times arnl places, as
the directors shall determine. Provided always, that
nothin;^ in tluH Act shall he construed to authorize; thu
company to issue any note ])ayahle to tho bearer thereof,
or any promissory note int»'nded to be circulated as money.

Line* may croM 3. The Nova Scotia Tcdephone Company (Limited)
Btreeti. briciKe*. j^jj^y construct, erect, and maintain its line or lines of tele-
i)hone along the sides of and acro.ss or under any public
highways, streets, bridges, water courses, or other such
places. Provided, the said company shall not interfere
with the public right of travelling on or using such high-
ways, streets, bridges or water courses ; and provided, that
in cities, towns, and incorporated villages, the company
shall not erect any pole higher than forty feet above the
surface of the street, nor attix any wire less than twenty-
two feet above the surface of the street, nor carry any such
poles or wires along any street without the con.sent of the
municipal council naving juris<liction over the streets of
the said city, town, or incorporated village, and that in any
city, town, or incorporated village the poles shall be as
nearly as possible .straight and perpendicular, and shall in
all towns and cities be painted if so required by any by-
laws of the council ; and provided further, that where lines
of telegraph are already constructed no poles shall be
erected by the company in any city, town, or incorporated
village, along the street where such poles are already
erected, unless with the consent of the council having

juristliction over the Htrootn of siioh town, city, or Incor-
poniti'l villii^r*'. Pi'o\ iiii'<l iilso, tliiit iti M> *li>in^ tlw sn\A
coinpiiny sliiill not cut <lnn-ii or iiiutiliitt* any tr*'«> : luxi
|irovi*lt><l, that in cities, towiiM, and incurponttt'il villn^cs,
the opcniu}^' np of tin- strri't for the erection of poles, or
for carryinj^ the wires lunier ;/roiwnl, shall he <lone under
the ilirection and supervision of the en<,'in«'er, or siieh other
otticer a.s the council may appoint, and in such manner as
the council may direct, unless such enj^ineer, oflicer, or
council, at't«'r one week's notice in writinj^, shall have
omitted to make h'acU direction ; and provided also, that
the surface of tho street shall in all cases he restored to its
former conilition hy and at tlie expenso of the company ;
and provided further, timt whenever in cas.; of tir»« it he-
comes neeessary for its extinction or tin preservation of
property that the telephone wires should ht; cut, the cutting
under such circumstances i>f any of tht; wires of the com-
pany, under tht! <lirection of the chief engineer or other
orticer in charj^'e of tho fire hri^adt;, shall not entitle the
company to demand or claim eom[)ensation for any damage
that mi^ht he ^ju incurred.

4. Tho said company shall hav(! power and authority M»y pureha^o or
to purchase or lease for any term ot years any tcdephono uue«, 610!*^^**' '""
lin«' estahlished or to bo estahlishefl, connecting or here-
after to bo connected with the lines which the said company
18 authorized to construct, or to purchase or lease for any
term of years the ri;(ht of any company to construct any
such telephone lino ; and shall also have power and author-
ity to amalf^amate witii or to lease tiieir line, or any portion
or portions thereof, from time to time, to any company or
person possessint^ as proprietor any line of telegraphic or
telephonic communication connecting or to bo connecte*!
with the company's line in Canada ; and the company shall
also have power to enter into any arrangements with any
person or company possessing as proprietor any line of
telegraphic or telephonic communication, or any power or
right to use communication by means of the telephone,
upon such terms and in such manner as the board of direc-
tors may from time to time deem expedient or advisable, or
to become a shareholder in any such corporation.

5. The capital stock of the said company shall be
fifty thousand dollars, and shall be divided into five
thousand shares of ten dollars each ; and the said capital

Capital itock.

I'rovUlonnl
(ilrtctur*.

Tlonnl (if man-
UK<'ini'iit.

Ntr)ck tnay, ixfior i\u' wlioltt th«>ri>of linM h(>4>n Muhscrilx'il
and lit liiiMt fifty \u>r CfUt, tlirn'on nnM up, U> inrrt'ii^i'tl,
fi'Diii tiiiM' to tim«' l>v n'Holutiuii of tin- lioanl of ilirt'ctors,
))V iiinl witl> till' coiisptit of li iimioritv in value of tint
Mliiin-lioIfliTM pnsi'iit or n«|ir»',s«'iit«Ml liy proxy at any untiual
general meeting, or at any special ^eiural nautint; of
Mharoholders calKd for tliat purpone.

i\. The persons named in the first section of this Act
mIwiII he the provisional, directors of the company, and slmll
luive power and authority to open stock hooks, and to pro-
cure siihscriptions for shares in the <'apital stcwk of the
company, to makes calls upon the subMcribura, luid to cause
HUrveys and ivstimates to Itr ma<lo.

7. The liusiness of the compativ shall he mana^^>d by
a Ixtard of not less than five nor more than fift«'en din ctorn,
an may from time to time bo determin«>d by resolution of
the Hhareholders, and each such dircf^tor shall be thj
proprietor of at least ti'H shares of the caj)ital st<.ck of t'ne
comj)any, or such other additional number of shar-s not
exccedinj,' forty additional shares, as the sliareholders sliall
by any resolution passftd at any annual ^funeral meeting or
special general meeting, from time to time determine.

8. No shareholder shidi be liable as such beyond the
amount of the stock subscribed or acquired by him, for any
debt contracted by the company, or loss or liability incurred
by the company.

9. The directors of the said cf)mpany for the time
being may open, or cause to be opened, stock books for the
subscription of parties desiring to become shareholders in
the capital stock of tlu; said company, in such places as
they shall think Ht, and all parties so subscribing shall pay
ten per cent, on allotment ; and the directors may from
time to time make calls on such shares payable at such
times, in such amounts, at such places, and in siieh manner
as they shall from time to time determine ; but no call
shall exceed ten per cent, and an interval of at least thirty
days shall intervene between the time fixed for the payment
of any one call and that fixed for the payment of the
succeeding call.

caUi, when to be 10. A Call shall be deemed to have been made at the
deemed made, ^jjjjg when the resolution of the directors authorizing such

Liublllty of
iharelioUlen.

Stibicrtptloni for
itock.

call WAM |mHM«<<i, iiml if n Mhart'lioiiliT fiul«i to my nny call
<lu(t from Itirii tH>f<>r«> or on tin* iluy ii[)|ioiiituil tor tho p'ly'
incitt tin ri'of, \u< slmll if liiil)!)* to pay itit«>r«>st for t\ui rtniiie
Hi tint rfttc of six |)i>r v.fut. per iininiin, from tin* <lny
nppointt'tl for pHyincnt to tiio tiinu of iictuul pnytiu'iit
thuruof.

11. Tin- direotors mnv if thi-y think flt rt'r»>ivi' trom thwiom in«y

1 III Ml- r 1 ii II r»*i>«' inhmicM.

any HliArt>hol<l(>r willing to mivniici' ilw sauw, nil or iitiy

f>art uf tho ainountM <lu«> on the shnn's hcjii hy tach Mhiiru-
luhlor hcyoiul the siiiiis thf^n lu'tully cull«'<l for; and utxm
thtf money ho paid in advanoo, or so much thrrcof as sliail
from time to time uxceod the ainoiint of thf calls tlim
made upon tin* shares in respect of which such advance shall
he ma<h', tin- coiiipatiy may pay inteiest at such rate as
the .sharehold»;rs paying sucn sums in advance and tho
directorN HJiall agree upon.

12. All notices of call upon the sliareholders shall he <'nii». iiow mmip.
given hy mailing a notice of such call, post paid, addressed

to «'ach shareholder liahle to pay the sauw at his post otKce
address as recr)rded in the hooks of the company, at lea.st
four weeks hefore the time appointe<l for payment thereof.

18. If after such <leu)and or notice as Imreinhefore I|",'J*'.!i'"J,'„y
provided, any call made upon any share or shai-es he not '•< lurf'-'ti'd.
paid within such time as may h(> limited in that hehalt', the
directors in their discretion hy vote to that cH'cct duly
recorde<l in their minutes, may .summarily declare forfeited
any shares whereon such paynn-nt is not made, and the
same shall thereupon heconn! the i)roperty of the conijiany,
and may ho disposed of as th(! ny-laws of the company
may ordain ; hut notwithstanding such forfeiture, the
holiler of such shares at the time of forfeiture shall continue
liable to tlie then creditors of tho company for tho full
amount unpaid on such .shares at the time of forfeiture, less
any sums which may have heen .suhse(iuently realizetj hy
the contpany in respect thereof.

14. The company may if they see fit, instead of
declaring forfeite«l any share or shares, enforce payment of bri!lK"'u*ctioii'.''
all calls and interest thereon by action in any competent
court ; and a certificate under their .seal, and purporting to
he signed by any oflScer of the company to the effect that
the defendant is a shareholder, that such call or calls has or
have l)een made, and that so much is due by him and

Deduction for

OKlll.

Voteg.how given,

unpaid thereon, sliall be received as against the defendant
in ail courts as prima f'icie evidence to that eti'ect.

15. The directors may deduct from the dividends
payable to any shareholder all such sums of money as may
DO due from him to the conn»any on account of calls or
otherwise.

16. At all meetings of the shareholders each share shall
entitle the holder to one vote, which may be given in person
or by proxy ; but no one who is not a shareholder shall act
as such proxy, and no shareholder shall be entitled, either
in person or by proxy, to vote at any meeting upon any
share or shares in respect to which any call is in arroar.

vacRncieg, how 17. When a vacancy occurs by the death or resignation
of a director, the vacancy shall be supplied by the remain-
ing directors at a subs»^rjucnt meeting, appointing by
resolution a director or directors in the place or stead of
the director or directors so having died or resigned.

Directors may
make by-lawi,
etc.

Transfer of
shares.

18. The directors may fiom time to time make, alter,
amend, or repeal by-lays, rules or regulations as they
may deem necessary and proper for the management of the
aft'airs of the company generally ; but every such by-law, and
every repeal, amendment, or re-enactment thereof, unless
in the meantime confirmed at the general meeting of the
company duly called for that purpose, shall only have
force until the next annual meeting of the company, and
in default of confirmation thereat shall, at and from that
time only, cease to have force ; provided always, that one
iourth part in value of the shareholders of the company
shall at all times have a right to call a special n^eeting
thereof for the transaction of any business specified in such
written requisition and notice as they may issue to that
f ''^•^ct, and ten days' notice of every such special meeting
shall be given in one or more of the newspapers published
in the city where the head office of the company is' situate.

19. No assignment or transfer of any share shall be
valid or effectual until such transfer be entered and regis-
tered in a book to be kept for that purpose by such officer
as the directors may from time to time designate ; provided
that whenever any shareholder shall transfer in manner
aforesaid all his stock or shares in the said company, such

shareholder shall cease to be a member of the said corpora-
tion.

20, The directors may decline to register any tn^ ;fer Kpnixfration.
of shares belonging to any sluireholdt r who is indeli, d to

the company.

21. The company shall at all times have an office in ciiioc pince of
the city or town in wliich their chief place of business shall '""''"^'*^-
be, which shall be the legal domicile of the company in

Nova Scotia, and notice of the situation of that office, and
of any change therein, shall be advertized in the Royal
Gazette, and they may establish such other offices and
agencies as they may deem expedient.

Iti'ttl e8tatv.

22. The said company shall have power to purchase,
lease, or otherwise acquire and hold all such real estate as
may from time to time be deemed requisite for the
purposes of the company, and also to sell, lease, or other-
wise dispose of, and to mortgage, pledge or encumber such .
real estate, or any part or parts thert;of from time to time,
in such manner, and on such terms, as they may deem fit,
and the directors may at their discretion acquire real and
personal property, including patents, franchises, and electri-
cal instruments, and pay for them in stock of the company,
and stock so issued shall be deemed full paid and unass-
essable.

23. The company shall paint or affix, and keep painted Name to be kept
or affixed, their name, with the v»'ord " limited " after it, '"*'"

on the outside of every office or place in which the busi-
ness of the company is carried on in a conspicuous position,
in letters easily legible, and shall have their name with
said word " limited " after it, mentioned in legible
characters in all notices, advertisements, and other official
publications of the company, and other writings used in
the transaction of the business of the company; and for
every neglect of a full compliance with the foregoing
provisions of this section by any officer of the company
such officer shall be liable to a penalty of twenty dollars.

TO AMEND CEHFTER ONE HDNDRED OF TEE ACTS OF 1887.

ENTITLED

*' An Act to Incorporats the Nova Scotia
Telephone Company, Limited/*

Recital.

8KCTIOH.

Jtecttal.
Ki^cital.
Kecital.
Kecitul.
Ilecital.
Hecital.

(Pasged the Iflth day of April, A.D., 1888.)
I Section.

Certain aKreements ratified and con-

rtrmecl.
Agreements at^uged to have been valid.
Flirt lier enactment as to agreements.
Section 5, Chup. lOO, Acts of 1887. re-
pealed, and tlie following substituted.

Whereas, an agreement bearing date the twenty-eighth
day of Novem^ier, in the year of our Lord one thousand
eight hundred and eighty-seven, was made and enusred
into by and between the Nova Scotia telephone company,
limited, of the one part, and the Bell telephone company,
of Canada, of the other part, whereby among other things
the said Bell telephone company of Canada did agree to
sell to the .said No 'a Scotia telephone company, limited,
and the said Nova Scotia telephone company, limited, did
agree to purchase from the said Bell telephone company of
Canada the entire working plant of the Bell telephone
company of Canada in use or appropriated for use within
the provinces of Nova Scotia and New Brunswick, and the
good will of the telephone business of the said Bell tele-
phone company of Canada in the said provinces, together
with all contracts or agreements made between the said
Bell telephone company of Canada and any person or
corporation within the said provinces of Nova Scotia and
New Brunswick for furnishing unto such last named per-
sons telephone service or instruments, which said agreement
is set forth in the schedule marked " A" in this Act ;

And whereas, by the said agreement it w^as also among
other things provided that the said Nova Scotia telephone

ried
dieni

1.
day fj

and

whici

each

Scotij

there!

are ai

samel

effect!

Scotijj

the

among
ephone

company, limited, shouM deliver to and vest in tho said
Bull telephoiit! company of Canada sixty-five thousand
dollars of fully paid-up and non-assessable stock in tho
Nova Scotia telephone company, limited ;

And wkereds, in December one thousand eight hundred '*'"''^'''-
and eighty -seven a further or supplemental agreement was
made and entered into by and between the said companies,
which said agreement is set forth in the schedule marked
"B" t(» this Act;

And whereas, the said several agreements have Vjeen rati- ^ev^itui.
fied, confirmed and approve<l at a special general meeting of
the shareholders of the said Nova Scotia telephone com-
pany, limited, specially called for the purpose of considering
the said several agreements ;

And wkereaH, in pursurance of the said agreements the Kecitai,
said Bell telephone company of Canada hath by bill of
sale bearing da'te the second day of February, A. D. 1888,
conveved, assijjned and transferred to the said Nova Scotia
telephone company, limited, all the property, assets and
effects so purchased, as aforesaid, by the said Nova Scotia
telephone company, limited, and the said Nova Scotia
telephone company, limLed, hath transferred to and vested
in the Bell telephone company of Canada six thousand
five hundred fully paid-up and non-assessable shares of ten
dollars each in the capital stock of the said Nova Scotia
telephone company, limited ;

Aiul luhat'eas, the said companies have otherwise car- Recital,
ried out and performed the said agreement, and it is expe-
dient to confirm and give effect to the sttme ;

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

1. The said agreement bearing date the twenty-eight Certain ajrrce-
day of November, set forth in schedule "A" to this Act, and conflrmed.
and the said agreement made in December, A. D. 1887,
which is set forth in schedule " B " to this Act, are and
each of them is hereby ratified and confirmed, and the Nova
Scotia telephone company, limited, and all the shareholders
thereof, as well as the Bell telephone company of Canada,
are and shall be bound thereby in every respect and in the
same manner and to the same extent and as validly and
effectually as if the Act of incorporation of the said Nova
Scotia telephone company, limited, chapter one hundred of
the Acts of the province of Nova Scotia for the year 1887,

entitled " An Act to incorporate the Nova Scotia Tele-
phone Company, limited," had especially and expressely
authorized and em[)()werod the said Nova Scotia telephone
company limited, to make, enter into, carry out, perform
and undertake the said aj,'reement.s an<l each of them, and
every matter and thing therein ccmtained, and the said
agreements an<l each of them and every matter and thing
therein contained are hereby declared to be and to have
been valid, efiectual, operative and authentic, and to l)e and
to have been binding upon the said Nova Scotia telephone
company, limited, and the shareholders therein and all
mersons interested in the said company, and upon the said
Bell telephone company of Canada to all intents and pur-
poses and in every respect, and to be and to have been with-
in the powers and competence of the said Nova Scotia tele-
phone conjpany, limited, and of the said Bell telephone
company of Canada respectively.

Ajfrecments ail-

tudged to have , ,
teeii valid. (tules

2. The .said several agreements set forth in the .sche-
A " and " B " to this Act shall be taken and ad-
judged to be and to have been valid, effectua), operative
and authentic for the purpo.ses therein mentioned, and as if
the Nova Scotia telephone company, limited, and the Bell
telephone company of Canada had been respectively, duly
and expressly authorized and empowered by an Act of the
Legislature of Nova Scotia to make and enter into, perform,
fulfil, undertake and carry out the said several agreements
and every matter and thing therein contained.

Further enact- ^- ^^ ^^ hereby declared and enacted that the said Nova
mint asto agree- Scotia telephone company, limited, and the said Bell tele-
phone company of Canada, have and each of them has, and
at the time of the execution of each of the said agreements
full power, authority and competence to make, enter into,
had, undertake, perform, fulfil and carry out the said .several
agreements and each of them, and every matter and thing
therein contained, and the same are hereby declared to be
binding,* valid and effectual.

fw^Acts^otM'la?' ^- Section 5 of the said chapter one hundred, of the
repealed, and foi- Acts of 1887, is hereby repealed, and the following section

lowinir substitut- - \_ ,• , , i i.\. a

ed. IS substituted thereior :

5. " The capital stock of the said company shall be
" two hundred thousand dollars, and shall be divided into
" twenty thousand shares of ten dollars each."

rdc-

asely
)bone
:t'orm
I, an<l
said
thing
) have
)e aiifl
jphoue

n»l all
rie said
1(1 pur-
n with-
,ia tele-
lephone

\e sche-
and ad-
perative

md as if
the Bell
fely. duly
ct of the
perform,
roementa

aid Nova
lell tele-
„ has, and
Irreements
Inter into,
lid several
[and thing
i,red to be

red, of the
ing section

ly shall be
Ivided into

C. Sections 7 and 17 of the said Act, are lujrohy re-
pealed, and the fuUowini^ suction is substituted therefor :

7. " Tlu' business of the comnniu' shall Itc n>ann<;t'(l by
"a board of st'\t'ii directors, of whom five shall hr fleeted
"by the shareholders at each annual meetin;L; and two shall
" be appointed by the said Bell ti-lephone couii)any of
" Canada. Kaeh such director shall he the holder of at least
" one hundred shares of the capital stock of the company.
" In case new directors are not elected or appointed at any
"annual meeting the old directors sjiall continue to act until
"new directors are regularly appointed. In case any
"director who shall liave been elected at any annual meet-
" ing shall die, or refuse to act, or become incapable of
"acting before the next annual meeting, the remaining
directors or a majority of them may appoint a director in
" the stead of the one so dying, refusing to act, or becoming
" incapable of acting.

(2) " Any director of the Nova Scotia telephone com-
" pany, limited, appointed or hercpfter to be appointed by
" the Bell telephone company of Canada shall continue to
" be a director of the Nova Scotia telephone company,
" limited, and to hold office as such until the Bell tele])hone
" company of Cana<la shall remove him from such office or
" position, or shall appoint some other person to act as such
" director in his place and stead."

(3.) "A letter from the managing director for the time
" being of the Bell telephone company of Canada to the
" Nova Scotia telephone company, limited, or the president
" thereof, stating the appointment of any director or direc-
"tors of the Nova Scotia telephone company, limited, by
" the said Bell telephone company of Canada, or stating the
" removal of any such director so appointed, .shall constitute
" a sufficient appointment or removal as the case may be of
" any such director or directors by the Bell telephone com-
" pany of Canada."

6. The six thousand five hundred shares in the capital
stock of the said Nova Scotia telephone company, limited,
which have been delivered and transferred by the said Nova
Scotia telephone company, limited, to the said Bell tele-
phone company of Canada are hereby declared to be vested
in and to be the property of the said Bell telephone com-
pany of Canada and its assigns or transferees and are here-
by declared to be fully paid-up and non-assessable shares in

the capital stock af the said Nova Scotia telephone com-
pany, limit) d.

7. Section 2 of said chapter one hundred, of the Acts
of 1887, is hereby amended hy adding thereto the following
clause at the end thereof : " Provided also that the com-
" pany shall not nor shall the; directors thereof borrow any
" money upon the security of bonds of the said company,
" and shall not issue or negotiate any Vjonds of the said
" company, and shall not mortgage, pledge, encumber,
" charge, or agree to mortgage, pledge, encumber, or charge,
" or permit, or sutler to be mortgaged pledged, encumbered
" or charge the plant, works, undertaking, propel ty or other
" assests or estate of the (company (jr any part thereof, except
" by and with the direction and authority of a resolution of
" not less than three-fourths in value of the shareholders of
" the company present in person or by proxy at a special
"meeting to be called for that p irpose, of which meeting
" not less than ten daj's' notice, stating the time, place and
" objeci of such meeting shall be given by notice in writing
" to each shareholder, or by advertisement in two daily
" newspapers published in the city of Halifax."

8. Section 10 of the said chapter is hereby amended
by adding thereto the following clause : " No person shall
" be entitled to vote as the proxy of any shareholder at any
" meeting, unless lie is authorized by writing signed by such
" shareholder, which writing must be tiled with the secretary
" of the company not later than twelve o'clock, noon, on the
" day next preceding the date appointed for such meeting.
" At any meeting of the shareholders of said company, the
" Bell telephone company of Canada may vote on all the
" stock or shares which it now holds, or hereafter may hold
" in the said Nova Scotia telephone company, limited, by
" or through the president or managing director for the time
" being of the said Bell telephone company of Canada, or
" by or through any person authorized in writing by said
" president or managing director. Such writing need not
" be filed with the secretary."

com-

Acts
jwing

coin-
V any
ipany,
u said
iinber,
har<^e,
iliered
r other
except
tion of
ilers of
special
leetinj^"
CO ami
kvritinj^
13 daily

iiended

)n shall
at any

by such

cretary
on the

leeting.

ny, the
all the

ay hold
ted, by
le time
lada, or
Dy said
eed not

JLIT ACT

TO ORANT CKKTAIN PnWKMH TO

Th^ Nova Snotia TclGphone Co., Limited.

Whereas the Nova Scotia Telephone Company, (Linn- J'reambie.
te<l), a body corporate and politic, incorporated by spt>cial
Act of the Province of Nova Svotia, ]m.ss<'d in the fiftieth no v. (N. s.,
year of Her Mnjesty's reign, chapter one Hundred, is desirous^" '"'"
of 'jxtending its operations ami of carrying on a telephone
busin(\ss within and between the Provinces of Nova Scotia
and New Brunswick, and has, by petition, prayed for the
passing of an Act of the Parliament of Canada for that pur-
pose ; and whereas it is expedient to grant the prayer of the
said petition : Therefore Her ?' ijesty, by and with the
advice and consent of the Senate and House of Commons of
Canada, enacts as follows : —

1. The Company may construct, erect and maintain its[^'^'J^',Y/™,^Ji^^
line or lines of telephone along the sides of and across or line-
under any public highways, streets, public bridot.'H, water-
courses or other such places, in the Provinces of New Bruns-
wick and Nova Scotia ; and may, by its servants, agents or
workmen, enter upon any street, public road, public bridge,
water-course or highway, in any city, incorporated town,
village, county or municipality in the said Provinces, for the
purpose of erecting and maintaining its line or lines of tele-
phone along the sides of, or across or under the same ; and
may construct, erect and maintain such and so many poles or
other works and devices as the Company deems necessary
for making, completing and supporting, using, working and
maintaining the system of communication by telephone ;
and may stretch wires thereon and, from time to time, as
often as the Company, its agents, officers or workmen think
proper, break up and open any part whatsoever of the said
roads, streets, highways or water-courses, subject, however,
to the following provisions, that is to say :

(a.) The Company shall not interfere with the public right pubiic rights
of travelling on or using such roads, streets, highways or **^*'*-

lli'i){)it of wirrit
kI)Ovv Rtreut
ko.

I'olei.

rutting; nnlei
or wlrt'ii III
cum- (if lire.

Linblllty for
(laniagDi.

Ai to trees.

ApprovAl of
niunlcipnlity.

Company may
be rcpulred to
Cftrry wires
underground.

Workmen to
wear badges.

wntcr-courst's, and .shall n )t <lo any unnec«'H.Mftry damago,
nor in any way obstruct the cMtrancc* to any door or gate-
way or free acccsM to any buildin^' erected in tho vicinity ;

(h.) 'rhe( 'otiipany slmll ikotatH.x any wire U's.s than twenty-
two feet above the surface of the street or road, nor erect
ni(.r(^ than one line of |)oles alon^mny road or street, without
the consent of the municipal council having jurisdiction
over the roads or .streets ol the municipality ;

((,'.) In any such municipality the poles shall he as nearly
as possible straight and perpendiceJar, and shall in citicM,
be paint<;d, if .so reijuired by any by-law of tho council ;

{<{.) VVhen«;ver, in case of fire, it becomes noce.s.snry for its
extinction of the pre.servation of property, that tlie poles or
telephone wires should bo cut, tho cutting under .such
circumstances of the poles or any of tho wires of tho Com-
pany, under the direction of the chief engineer or other
orticer in charge of tho tire brigade, shall not entitle tho
Company to demand or claim compensation for any damage
thereby incurred ;

(f.) The Company .shall bo re.sponsible for all damage
with its ajjents. servants or workmen caust; to individuals
or property in cu,rrying out or maintaining any of its said
works ;

(/.) The Com J liny aliall not cut down or mutilate any
slmde, fruit or ornamental tree ;

(g.) In all municipalities the opening up of streets for the
erection of poles, or for carrying the wires under ground,
shall be subject to the direction and approval of the engineer
or such other official as tho council appoints, and shall be
done in such manner as the council directs ; the council may
also direct and designate the places where the poles are to
be erected in such municipality, and the surface of the streot
.shall in all cases be restored as far as possible to its former
condition by and at the expense of the Company :

2. No Act of Parliament requiring tho Company, in case
efficient means are deviseilfor carrying telegraph or telephone
wires under ground, to adopt such means, and abrogating
the right given by this section to continue carrying linos on
poles through cities, towns or incorporated villages, shall be
deemed an infringement of the privileges granted by this
Act:

3. No person shall labor upon the work of erecting or re-
pairing any line or instrument of the Company without

any

Imvin^ conspicuously attachi'tl tu Ms (livss li uhmIuI orluul^ro
on wliicli sliiill Itc It'j^ilily ins HkmI the muut' of tin- Coui-
pttuy ami a ''uuihor l»y which hi- cuu ht- readily i»lcutilie<| :

4. Nothing' herein coutaiued sluill \h> deeiued to authorizr rf«««».ii.iii m
the ( oiupany, their servants, worknu'ii itv agents, to enter
ujion any private property for tiu' purpose (»f erectini;,
niaintainni;; or repairing' any of their works, without the
previous assent of the owner <>r occupant of the property for
the time heinj^.

2. '"'he Cornpany may pureliase or leasi' .' r h'\y term of row r «» pur
years, any telephone line estaMished, or to he estahlished ' """
'v\ New Hnuiswick and Nova Scotia connecting;, or hereaftta*
to he connecteil with the lines which the Company is
authorized to construct, or may jiurchast' or lease for any
tei'm of veal's the ri;^dit of any ('ompany to construct any
such telephone line; and may amal;;amiite with or lease its .x,„i tc, mukc
line <»r any portion or j»iirti('ns thereof from time to tinie t(>'^^Ytr*'umrthe^
any ('om|)any or person possess! n<;, as [troprietor, any lineof '""'ptmy.
telei^raphic or tel"phonie communication connectin;^' or to ho
connected with tic Company's lines; and the ( 'ompany
inav enter into anv irran;;ements with anv person or ('om-
■pany po.ssessini.^ as proprietor, any line of telc;;raph or tule-
plionic communication, or any power or ri<;ht to use commu-
nicatitju hy means of the teleplionc, upon such terms and in
such manner as the hoiud of directois from time to time
deems expe<li«'nt or advisahlc, or may become a shareholder
in any such Corporation.

jase
tone
Jing
on
be
this

Ire-
jut

Nova Scotia Telephone Company, Lii..i..a.

Incorporated, 1087.

1. Tin? ('oiMpiiny mIwiII Ix* cnlU'd tlu- NoVA ScoTIA

TKr.KI'MitNK <;o^lPANY, LlMITHD.

2. Tin; ntluirs nf the cornpaiiy sluill ho iimna^^tMl l>y a
Board of Dintctors coinprisiu;^ seven (7) inemlters who shall
appoint out of their nninher a l'rt!si(l«'nt an<l a Vi<'e-I*i«'ni-
(hint, an<l .shall also appoint a Secretary. Four of tlu>
Board sh vil form a <|iioruMi.

'.]. There shall he an annual ^(meral meeting of tlio stock-
holders in each and everv \ear at the heail ottice «)f the
Company on the last Tuesday in May, for the jirti.sent year,
and th(reaft<!r tho said meeting shall bo hcdd on the Sr-cond
Wednesday in June in «'ach and every year f*»r the election
of l)ire(;tors, and for such other proceedings and business as
it i.s competent for the Stockholders to ileal with and dt^ter-
inine, and ten days notice of every such meeting shall be
given in one or more of the imwspapers published in Ffali-
fax, or by mail to each registered stockholder. The first or
any sub.siujuent general meiiting may be adjounuMl from
time to time by a majority of votes j>resent.

4. The Directors shall be elected by ballot an<l every
.shareholder shall be entitled to one vote on all (juestions
according to the number of shares held or represented by
him, that is, one vote for every share. The Directors shall
hold office for one year and until their successors shall be
elected.

5. Every J^liareholder may vote in person or by proxy,
such proxy being a shareholder and duly constituted in
writing.

G. Tho President, or in his absence the Vice-President,
or in the absence of tliem both, any one of the Directors to

Im» olrfti'tl from fimonj^t thrrr»st'lv»'H, sliull 1m« riuiinimti iuhI
shnll liavr jiowcr t«» siirn mul rNcciitt' nil <l*Miiiiifnts on !••••
Imlf of the (^oiiipuny uixi ^luill ilinct tlir (*iillin;r of nil
ruM'tin^M of tlu' I)iri'<'tors or Slmri'lioMiTs >ii)i| sluill pn'sidt*
tt ttri>at, ivml also tin* I'tcsiilrnt, or in liis alwciic*' tlw Vio»»«
Pn'slilrnt, shall l)i' tin- Cliitf i'ixrriitivf oH'u'tr of tin- Coiii-
paii)' ami shall have general siipirviNioii ovrr its atfairM.

7. Thf IVt'siiJcnt ami Dinrtors sliall incit us often a»
the hiisituss of the ( 'oMipiiMV ntniin's, of which nn't'tiiij^s
full iniiiiitcs shall Im> kept, nixl shall havt* powrr to appoint
all tiicrssar}' .tHcers an<l servants for carrying; on the hnsi-
n»'HH of the Company, allow in^ them surh <'oiiipen.sation lor
fchi'ir service's as they may think proper. They shall also
have full power aixl authority to make, do ami transact all
acts, matters and thin;,'s necessiry at\<l expeilient in and
ahout the carryinj^ out of tho husitu'ss of the Company and
of the My-Law.s.

!S. Besides the Annual (leneral Me 'tin^ of the Com-
pany, the President and Dircctois may at any time eitheiof
their own accord or tjp<»n a re«niisition si<^'ned l»y at least
Five Shareholders representini^ at least One Thousand
Shares, call a Special iSleetin^ of the Company, specifyinj,'
tluj purpose for which it is called. At such meetin^r it shall
not l»e competent to transact any other business tlnin that
for which it was sumnioned.

!). Tlio .share or Shares of each Stockholder shall J»e
re^'istered in the Company's hooks and after the re;,dst ration
of such Share or shares as aforesaid, cerh(ici»tes to In-
approved of l)y the President and l)i)-ectors luider Seal of
the (/ompany and si^ne<l l»y the Pr»vsiilent and Secretary
shall he dtdivered to every j)roi»rietor or sharehohh'r Speci-
fying^ the share or shares to which he or sIh; is entitled to in
the Coujpany, an<l such rej^'ister of the Certificate of a share
or shares shall be evidence of tlu' party and ownership
thereof.

10. No transfer of any share or shares shall 1) ■ hehl
valid unless entered and subscribed V>y the parties in tlie
Company's books or by a sufficient Attorney thei-to le;^'ally
authorized.

11. The books, accounts and papers of the Company
shall be at all times open to the inspection of the President

Hh'l Diri'OtorM an<l tlif Sicrrtury hIhiII fiu'ni'«h nn iirrount of
tli«> Htliiir^ «)!' tlii' ('<)iii|)iiiiy wlimivtr n'i|uinM| \>\ tlit«
PrcHiiliiit uikI l>iri'(*ti)i-<4 toilowt, ninl mIiuII |>ri'|>Hn> an uMiiiml
*i*ut<'ni)nt of the atliiirH of tlM> (!oiii)Mii)y Ut \m Mubtuiliwd ill
lliiit tiifftih^.

12. 'I'lir I'n'.sitlfiit mill Dinrtorx nIihII hnvr {xtwfi' iit
liny tiiiH* wlirn in tlirir jiii|;r|||«.||t it is in tlx* int«>i-(>NtH(trtli<<
('•»iii|iiiny t«> r«'ni<»vr an<l <liMfliiir^'«' tin* S<'rrrtary or ntluT
otliciTH or MorvantH ami apiioint otltcr persons in thrir room
an*! stiwiil. T\u' TrrasnnM* or otlirr otliciM* appoiuli*)! to
t'uctMvn an<l (lisliur.Hr tli«> nionifs of tin- ('otii|iiiriy sliatl fiir-
nisli Hiciiritv satisfactory tu tlif DinctorN t«>r tliu faithful
<lis<>liar;{«> ot Mich tlutie.H.

I.M. Ilcjtaftcr, when any I)ir«'<'tor <tr Directors shall
• It'cJiiD'scrvin^f after hritr^nluly fleeted atany Annual ( JeiH-ral
Meeting, such nietitintj shall iiiiine<liately prooeed to ii new
liallot in the place of sueh Director or Directors so <leclinin;(
or in tho event of a vacancy in the Directorate either l>y
death or otherwise, the l'i« sident and Directors shall appoint
a Director until the next ^enural niuetin)^ oftheHhareholders.

\4f. Nt) alteration shall on an^ account )m> made in the
hydaws except at an animal or special j^eneral meetinj,', in
the notice for which special meeting the intentiuti to makir
such alterations or additions shall he stated and which
alterations or additions shall he sanctioned dy at least two-
thirds of the votes legally givi*n at such meetin^^

■I

^T* w-»--.i-4- .*- --