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THIS INDENTURE tripartite, made the day of in tho year of our Lord one thousand eight hundred and thirty five, between tho Hon. John E msley of the City of Toronto in the H-me District in the Province of Upper Canada, John Browne of the same place Merchant, Francis Hincks of the same place Merchanr, and Wilhain Ketchum of the some place Tanner, of the first part, Jame3 Sa^on of the same place Merchant, George Tru^cott of the same place Banker, Willi: m Musson of the same place Tm Plate Worker, Thomas Elllbt of the same place Inn-Keeper, and Edwar.l H .rgravc of the same place Merchant o! the second part, and the several other p.^rsons parlies hereto whose names are or shall be hereunto subscribed and who have sealed and delivered or shall from time to lime seal and deliver these presents of the third part. Whereas the several persons parties to these presents have agreed in manner and by the means hereinafter expres- sed to form a Public Joint Stock Banking Company m ihe City of Toronto aforesaid and under and subject to the regu- lations declarations and agreements hereinafter contained. Now this hidenturewitnesseth that in pursuance of such arrrcement each of the several persons parties to these pres- ents of the second and third parts for himself and hersell his and her heirs executors and administrators and as to and concerning on'y tho acts deeds and defaults of himself and herself and his and her heirs executors and administrators, but no further doth hereby covenant with the parties to these presents of the fir.t part their executors and administrators and each and every of them, and furthermore each of the parties to these presents of the first part for himself his heirs executors and administrators, and as to and concernmg only the acts and deeds and defaults of himself, his heirs, execu- 1 • tora and ndniiiiibtrators, but no furihcr, cJoth hereby cov- enant with the said panics to thcso presents of the second part their execiitorrs and r.dministratoi-s and each and every ot'thcm in manner expressed in tlic several clauses or arti- cles numbered from one to herein contained that is to say — 1. That they the said several persons parties to these prrs- enls shall and will become partners together in a company or society to be called the ♦» Farmers' Joint Stock Bankinj^ Company " and iVom timn to time and at all times so long as they shall continue partners therein, promote and advance the interest and advantage of the Company, to the utmost of their power. 2. That iho Capital Fund, or the Joint Stock of the Com- pany, shall be for the present £500,000, and shall be divided into 50,000 shares, of dClO each ; but that the Capital may be increased from time to time, to such extent as a majority of the Stockholders may think necessary. 8. That the number of Shares subscribed for, or holden by each person, shall, at the time of his or her executing theso presents, or other, the supplimental or subsisting deed of set- tlement of the Company, and also, his or her place of abode, be written opposite to his or her name subscribed thereto. — And no person shall, in his or her own right, be allowed pre- viously to the opening of the Bank, to subscribe for, or hold more than 400 Shares in the said Company, or at any subse- quent period, to possess moro than 1000 Shares in the said Company, save and except such Shares as shall come to any person or persons, by bequest of any previous Shareholder or Shareholders, or as his or her or their next of kin. 4, That it shall not be lawful or competent for two or more individuals to subscribe for, or hold jointly, (except as Trus- tees, Executors, or Administrators,) any Share or Shares, and in no case, shall any Share or Shares be divided into fractional parts. Tj. That no benefit of survivorship shall take place between the Shareholders. All the property of the Company shall, as between the several Shareholdera and their real and personal representatives, bo deemed personal estate ; and each of the Shareholders, as between one another, shall be entitled to, Ma^ i. / .^. . \ 1 • ■HSWRS^^^WiffTf ^. i. ^ anJ interested in the profits, and liable and subject to th« losses of the Company, in proportion to his or her Share or Shares in the said Capital, Fund, or Joint Stock. 0. That each of the parties hereto, shall, and will pay the sum of ten pounds on each and every share of the Capital, Fund, or Joint Stock subscribed for by him or her, at the times and in manner followinrj — that is to sny : two per cent, on taking Shares ; four per cent, on or before the first day of August next, and four per cent, in two months there- after, and the remainder shall bo paid up and advanced by the respective Shareholders, in such sums, and at such times, as tiie Board of Directors shall call for tho same, provided that no such call shall bo mado for more than five per cent, in any three months thereafter, and three calendar months' notice of each call shall be given by Public Advertisement, previously to the day on which the same is required to be paid. And the Board of Director?, for the time being, is hereby empowered, when, and as the Board may deem it ad- visable, to make such calls and orders upon the Shareholders for the payment of the remainder, but subject to the restrictions abovementioned. 7. Thatjf at the time when any share shall hereafter bo subscribed for more than one Instalment, shall have been payable on the Shares then already taken— all such Instal- ments shall also be paid into the Bank of the Company, in respect of such future Shares, so as to be subscribed for at the lime of such future subscription. 8. That in case any of the Shareholders for the lime be- ing, of the Company or their respective Heirs, Executors or Administrators, shall refuse, neglect, or decline to pay tho second Instalment herinbeforementioned, or any future calls or instalments hereinbefore authorised to be made by tho Board of Directors, for the time being, for the space of ten days after the days hereinbefore appointed, or hereinafter to be appointed by the said Board for payment thereof, then, and in every such case, the Share or Shares, Estate and In- terest of, and in the Company of the respective Shareholders or their respective Executors, or Administrators, so refusing, neglecting, or declining as aforesaid, and all benefit and ad- vantage therefrom, shall, so. fur as respects the Shares, in I*. . \ 6 respect of which, default shall have been made, and all pre- vious pavmenls made in rcspccllhccoi; thencerorlh (unless a lioa.dof Diic-clora shall within two calendar months dccioa otherwises) become furlcited to the ..id Cuu.pany, nevcrthc- loss without prejudice to the right of the Doa.d of Dux-ctors, to enforce paynu.nt of .uch call or calls, and to rccov.r da- .nnocs for the nonpayn.ci)t thereof. And each bhare wh.ch shaU be so fodVwtcd by default, shall, at the d.scrttior) of the Board of Di.e<-.tors, bo >old and issued for the benefit of tho ollHM- ^Shareholders, to some other pe.son or persons desirous of holding Sh .r.s in the place or st.ad of the person or per- .ons making such dciault; and the ,..rchaser ol each such Share, shall, for all Co pu'poses of these presents, and lor the Covenants, Agreements and Regulations to be cmtered into in conformity with the.e presents, in respect of each .uch share, res,-,ectively be considered as jl'^' P-OP'-'^^ °J holder of that Share; and as if in respect ot sueh bhare, no ^ere the Assignro of the person nmking su<-h delault, and thenceforth such subslit>Ueor succeeding pr.^.rictor or bhare- holder, his and her Heirs, Executors, and Administrators, shall be liable to all the Acts to be done, and the Covenants ond Agreements to be observed and performed m respeet of such Share; and shall execute a Deed to the Trustee or Trus- tees for the tinre being of the said Company, contammg Cov- enants bindin, himself and h.rself, and his and her ile.rs, Executors, and Administrators, to observe and perlorm tho same Covenant, and Agreements and to make such payments. 9 That the business ot the Company shall com.nenco when 25,000 Shares shall have been subscribed, or on such day as shall be appointed at a General -Meeting of the Stock- holders, and shall consist of issuing Notes ot hand or Bank Notes, lending money on cash or other accounts, personal Securities, Bills of Exchange, Promissory Notes, or Letters of Credit, discounting Bills of Exchange or Pi-om.ssory Notrs, borrowing or taking up money on Receipts, liills. Promissory Notes or other obligations, advancing money on Purchases, Investments, Dealings or Sales in the C^overn- mentor Public Funds of Great ^^''^^'^ ^^^.,^"7^ r11 American Colonies; Navy or Exchequer Bills, India Bonds. Bank or East India Stock, Stock of tho Company, or any <« «k " rs M\ I- ,4 < f^ 4n>v i. A ChartoreJ Company or Anniiftics. But for, or in no other adventure, Trade, Morcluuiflizo or bisiness wluitsosvor, than that of Bankii.Lj in all it-i biMnchcs, or the puidiMscs and invcsitinents bol'urc cnumcratoci r.ud ilcscribed. 10. T!i;it the business, aT'iir-?, r.nd concerns of thf? Com- pany, shall, from time to time and at nil times hereafter, be under the coniroul of tv/clvo Shareholders (to be appointed Directors) wlio shall h-wo tho entire orderinij, mann"in<: and conducting of iho Company, and of the Uapilal Stocl;, Csta'o, Revenue, Effects, Affairs, iind otl.. ;• the concerns there of, and who shall also regulate and det<.'rmii)e the mode and terms of carrying on and trans;icting th' business of ihe C'ompany, conformably fo the provisions contained in these presents ; and no Shareholder or Shareholders, not being a Director or Directors, shall, on any account or pretence whatsoever, us9 the name, style, or firm of the Company, in drawing insert- ing, accepting, or otherwise negotiating any Bills, Notes, or Other securities or otherwise howsoever, or any way havo access to, or meddle or interfere with the Books, Bills, Cash» Securities, or other property of tho Company, or the mana- gmg, ordering or conducting tho Business, Affairs or Con- cerns thereof, but shall and do hereby, fully and entirely commit, entrust, and leave the same to be wholly ordered, managed, and conducted by the Directors for the time being, and whom they shall appoint, save as hereinafter mentioned. 11. That at a General Meeting of the Shareholders, to be held on the 25th day of July next, twelve Directors shall be chosen in the manner appointed by Clause 29 : provided al- ways, that the list of the qualified Shareholders, provided by •aid Clause, shall be sent to each Shareholder, at least 20 days before said Meeting, by the Chairman of the Committee. 12. That the Directors for the time being of the company, ihall meet at the Company's Banking-house, in Toronto, weekly, on such a day as they shall appoint, and on such 6ther days and at such shorter intervals as they may think necessary : That the manager of the Comjiany, or any one Director, shall have power to cxW an extraordinary board cf Directors, by sending or addressing to eich of the Direct- ors a letter by post, or otherwise, at least one cleir day ; previously specifying the place, da^ , and liour, fixed for 8 rn-^'^ting, anJ the special purpose thereof: IMmt five of the Dircctof'j, al least, must bo present, to constitute a board fur transacting business; and all orders, nets, deeds, nuUicis nnd things made, don^ executed, or ordered, by or ut any »uch meeting of five or more Directors, shall be equally binding, valid, and pflectual, rs if all of the twelve Directors had been present, and assented thereto, or joined therein. 13. That at the first Board of Directors to be holdcn in each year, after the annual general meeting of the Share- holders of the Company, and before any business is com- menced, the said Board shall choose one of the then Directors to bo their President for the ensuing year ; and at every Board each Director shall liave but one vote, but the President, or in his absence the Chairman, in addition to his privilege of voting as any other director, shall have a casting vote when- ever upon any question the votes ( including his single voto as such Director, ) shall bo equal ; and in case of the absence of the President another Director shall bo appointed Chair- man, who shall have the same privilege of giving a casting vote as the President would have had. 14. Tliat minutes of all the proceedings of each Board of Directors, and of the names of every Director present, shill be made and entered in a book, and signed at the end of the business of the Board by the chairman at such Board, nnd every such book shall be kept by the manager for the time being, at the Banking-house of the Company. 15. That it shall be lawful for any Board of Directors for the time being of the Company, to purchase or erect, or rent, or take upon lease, or otherwise, such house, houses, or pre- mises as the said board shall from time to time think requisite or necessary for carrying on and managing the business, affairs, and concerns of the Company, upon such terms and stipulations, and in such manner as they may deem advisable, and to fit up, adapt, and furnish the same, for the use and purposes of the Company, and at the expence thereof, and from time to time, and at all times afterwards to make sale, exchange, let, demise or otherwise dispose of such house, houses, or premises, for the benefit of the Company, either together, or in parcels, and by auction or private contract, and upon such conditioas and % >3S \ * h. •» A fbr such prices as the said Board shall think most udvisabls | and to purchase or erect, or take such other house, houses, or premises in the pluco thereof, as the Board bhall from time to lime deem expedient, and likewise to insure the buildings, furnituie, and ellcctsof the Company ogninst low or damp.ge by fire, in such sum or 8uhf>s, and with such office or compa* ny as the said Board shall think proper. 16. That the Board of Directors for the time being, shall have TjII pov/er and authority, without the interference or controul of the Shareholders, to nominate and appoint th« banker or bankers, broker or brokers, and also the manager, teller, accountant and all such other ogents, officers, clerks and servants, ns the said hoard may consider necessary for carrying on and managing the business, affiiirs, nndconcernt of the Company, and in like manner from time to time to re- move and displace all or any of the said banker or bankers, broker or brokers, manager, teller, accountant, agents, offi- cers, clerks, and servants ; and at any time or times to re- instate them or any of them, or nominate other persons to the same offices and stations respectively, as occasion shall re- quire; and shall also on behalf and out of the funds oft!»e Company, allow and pay to every such person, such rea- sonable salaries, charges, commissions or remunerations as the Board shall from time to time deem proper or necessarVf provided that the said Board shall take such amount and spo- . cies ofst'curity for the due performance of the offices and trusts vibe from time to time reposed in the manager, teller, Pffcountant, agent, officers, clerks, and servants, as such Board may deem proper. 17. That it shall be imperative on the Directors for the time being of the Company, at some such Board as aforesaid from time to time, and without any delay or interval to ap* point two at least of the shareholders of the Company to be the public officers thereoi", for the purpose of the Company suing and being sued in the names or name of such public of- ficers or either of them, under the provisions hereinafter con* tained in the 42nd clause of these presents; and also from time to time to appoint two or more of the Shareholders of the Company to be tiustees thereof, in the names of whom the several securities, estates, and eifocts to be taken by or 2 10 given to, or in Oivorofthe Con^pany, or wherein tho Com- pany may be interested, shall be taken and whoso receipts fihail be sufficient discharges. 18. That any Board of Directors for tho timo being miy give credit or make advances in account or otherwise, to any person or persons wboniscever, so as no such credit or ad- vance be given or made for a permanency, or for any longer period than three calendar months. 19. That no Director shall be authorised to vote in tha matter of any such advance or eredit, or of the withdrawing of any such advance or credit, or as to the discounting any Bill or note wherein he solely or in partnership with any < ther person or persons, or wherein his father, brother, sister, son, grandson, grand-daughter, nephew or niece, or father in law, brother in !aw, son in law, sister, in law, or nephew in law, Of niece in law, may be interested : but it shall be competent for the said Board of Directors to discount for Shareholders upon their own notes to the amount of one-half of the paid up capital of such Shareholders; provided that no smaller Nolo shall be so discounted than shall be authorised by the general msage of the Bank. 2t). That the Directors for the time being shall cause tolo provided and kept at the Banking-house of tho Company, all flecpstsary and proper books of account, wherein shall be en- tered in a fair, regular, and plain method, an account of all .receipts, payments, transactions, and dealings, rhat shall frpni time to time be made, by or on behalf of the Coir^n;", and of all profits, gains, or losses arising therefrom ; and ulso an account of pI' dealings and investments that shall be made with or of the Stock and Capital ol the Company, or of Dny*part thereof, and how the same shall be applied, and paid, from time to time, and shall twice in every year during the continuance of the Company, that is to say upon the 30th dj^y of June and the 3lst day of December in every year, in such manner as to the Directors shall seem correct and equita- tic, take and make up a fair, accurate, and just statement, and nccount of the Stock and Capital of the Company, upon each "of those days, and of the profits and gains which shall have been made therein, and the losses which may have been in- curred during the preceding half year ; and in each such » 1 • K. 11 stock t.ki«g refcrene. shall bo had t. the then «'?« •' «^ funded u„d all Cher property of the Company wb.ch ahaU be estimated not at the cost but at the then «ellmg pnc. thereof, sothnt the real state of the "S-"'" "^ '^ff "LriJ „„y i,^ such statement plainly appear, which half yearly " tement shall be entered in the books of the Company, and I exammed. audited, and signed by three or more otto Dirpcors. and a sumn-ary or balance sheet thereof shall b* ^1 f^r' the inspection of the subscribers, at -y SJ'«» mMiinff- that the pc-iod from the opening of the Bank, to nift day of December. 1835. shall be included in and eoa- Iwered aspart of the half year, beginning the 80th day Ot June, 1835. ^ 21. That a meeting of the Shareholders of the company shall be convened and held on the second Wednesday m Feb- rua y 1836 and on the same day in every succeedmg year nt 12 o'clock at noon at the city of Toronto and each meet- Lg !o to ba convened and held shall be called » The annual General meoiing" and the shareholders respectively qualified fo act a^d votf therein accor.^lng to the provisions here.. Un ned and who personally shall attend the same shall S^l Po-rlnda'utnority t'o decide upon all such matter, and questions as by virtue of theso presents shall be brought before such annual general meeting. jj^-^r. 22. That at every annual general meeting the director! ehall exhibit a summary of the two preceding half yearly baU ance sheets and such furUier statement ot the affairs of th5 X^any in accordance with the stock takingof the then pre- cedin.^ 30th day of June and 31st day of December as to tho direcrors may seem expedient for the interests of the compa- be then and there declared. . «,. 23 That in every year such proportion of the net proBH that shall appear to have been made by the company during ha year not exceeding one fourth part ''•"-f-." *« ^[^ of directors for the time being may think requisite shall b» „,a ned and form part of a.fund to be called " the guarantee hnd" and the residue of such net profits or so much thereof ." .ne annual general meeting shall from time to time d.te^ mirshall be divided amongst the shareholder, .n prop«tiou i f III 12 to their several shares, provided nevertheless that no part of such net profit shall be so set apart in any year in which a dividend of .£8 per cent, on liie paid up capital shall not have been declared. 24. That the said guarantee fund shall accumulate by way of compound interest at the rate of six pounds per centum per annum and is intended to meet and provide against any e^traordina^y demands upon the company. And the same shall be applied by the l^oard of Directors for the time being for such purposes accordingly, and when and so often as such f«nd with the accumulations thereof shall amount to one half of the paid up capital the excess beyond that sum shall as any general annual or extraordinary meeting of the share- holders may decide, either be siill suffered to accumulato or be divided among the then shareholders of the company by way of bonus or in addition to the annual dividend, at such times and manner as the shareholders ut such meeting may Dgree upon, or he added to the Capital as fresh stock for the benefit of the then shareholders in pjopoition to their i^espec* tivo numbe;* of shares. 25. Tha* the Board of Directors for the time being shall at such time or times as may be thought fit, after a dividend shall have been declared at any annual general meeting or a bonus decided upon pay or cause to be paid ut the office of t he company to each shareholder or his or her executors .ir administrators bis or her proportion of such dividend and bo- nus and shall at least ten days before the day fixed for pay- ment of such dividend or bonus by advertisement in any two of the Toronto Newspapers inform the shareholders of the dividend or bonus declared or decided upon when the same respectively will be payable ; but the party or parties entitled to receive any dividend or bonus, shall be at the entire ex- pense of receiving the same, but no proprietor who, or whose executors or administialors, or other representatives may happen to be in an ear in respect to any instalment, or call, shall be entitled to receive any dividend or bonus, until the arrear and interest thereon at the rate of six pounds per cent per annum, shall have been paid up. *^6. That all dividends or bonuses which may not bo paid for six calendar months after the saino respectively 1' T v4^'^^ •hall becomTpayable, shall be passed to an account to b« called *• The unclaimed dividend Fund," which fund shall from lime to tiiiie be laid out and invested by the Board of Directors, in such munuur aa ihey shall think proper, and all dividends and bon uses passed to » tho unclaimed Divi- dend Fund," shall whoo duly called for, be paid thereout but without any interest for ih. same. And all the surplus of «' the unclaimed Dividc-nd Fund" which shall vemam after payment of, or allowing for all the dividends or bonuses pas- sed to the same as aforesaid, shall from time to time, whea and as the Directors may think proper, be transferred to tU« "guarantee Fund," and applied accordingly. 27. That at the annual generil meeting of Shareholders to be holden on ihc 2nd Wednesday in February, 1836, and at each subsequent annual general meeting of the then Direct- ors, six of the then Directors shall retire from office, and shall be replaced by six other Directors, to be elected by a inaioritv of votes, .uch a majority to be ascertained in man- ner hereinafter mentioned, provided nevertheless that on all occasions any retiring Director may be re-elected, and that the six Directors cho=ien at the first meeting, whose name* shall have stood at the foot of the list when chosen, shall go out of the Direction at the end of the year ; and in case any two or more persons shall have an equal number of votes in 6uch manner that a greater number than six shall appear to be elected, that then those persons whose names are hrst written upon the deed of settlement, shall bo preferred and considered duly elected. 28. That for better regulating such respective elections* the Board of Directors or the manager for the time being, shall, 20 days at least before each Annual General Meeting, cause to be made out and printed, a list containing the Chris- tianand Surnames, and the residences, so far as shall bd known of the Shareholders of the Company, who shall th.-n be qualified to be Directors, and a printed Copy of such Ji«t, shall b^ sent bv the Manager for the time being, to each Shareholder by post, at k.*t 20 days before such Annual General Meeting, and every Shareholder, or such of them as shall think fit so to do, shall affix to six of the names of the Shareholders comprised therein, some mark indicating < - -V 14 bis or her vote or totes, that the saveral persons so marked, in ny be appointed Directors, and shall return such list so sign- ed and marked as aforesaid, to the manager or Directors of the Company at the Bank, on or before ihe day of suc'.i An- nual General Meeting, which several lists shall be produced at such Annua! General Meeting in a scaled envelope, stating that the list sent, is the one that the party wishes to vote for. And such persons comprised in the said lists as shall have tho greatest number of voles (calculated from the number of marks affixed to their respective names in the lists to be returned as nfo said, and the number of votes which the several per- sons affixing such marks, shall, in pursuance of the provisioa hereinafter contained, be entitled to give,) shall be Directors for the year ensuing, in lieu of the six retiring Directors. And in rase of an equality of voles, the Shareholder or Share- holders, whose name or names appear first on tho UecJ cf Settle Tient, shall be considered Elected. 29. That the Board of Directors for the time being, shall be authorised to appoint any of their number, not less thaa two, with the manager as a sub-commiltee for discounting, and for the better attending to, and transacting the business of the Ccjmpany, anH eir Acts shall be subject to the appro- val of the Board of Directors, or their Quorum as aforesaid. 30. That no person shall be Elecied a Director, who shall jiot be a holder of 50 Shares at least in his own right, in the Capital of the Compatsy, or who shall reside at a greater dis- tance than 25 miles from the City ot Toronto, or who shall be a Banker or Clerk, or Accountant in, or Agent to any other Banking-House, or a Director in any other Banking Company; and if any of the present or future Directors, shall cease to hold fifty Shares, or shall become Bunker or Clerk, or Accountant, or Agent, to any Banking-Iiouse or Di- irector in any other Banking Company, his office as Director ahall thereupon and thenceforth become vacated, provided that $n case any such Director shall have become disqualifiLd, and such disqualification shall not benotorious, no Act or Resolution of any Board of Directors at which he may have attended, previously to such disqualification becoming notorious, shall be avoided or vacated in consequence of there cot having been five Directors present, independently of such ■ *■{ J- 'Ml *.-< il 15 disquBlified Director, unless any Board of Directors, or Ge- neral or Special Meeting of Directors shall so determine. 31 That in case the conduct of any one Director shall bo such ihit his continuimce in office shall appear to the other Directors prejudicial or injurious to the interests of the com- nanv. it shall be lawful for all the other directors, at a Board to be convened for that purpose, if they be unanuTious in that behalf, but not otherwise, to remove any such Director froar ^'3° That any Director or other officer of the Corripany may at any time vacate his office by seeding his resignation in writing to any Board of Directors for the time being, of th9 ""TrL^ when and so often as any vacancy shall occur i.. the office of Director of the Company, -^'^^\^y^'^^\^^ siLmation, disqualification, or removal previously to the time at'which such'Director or Directors would other wise have re- tired a. aforesaid, then the Board of Directors for the timo being shall and they ace hereby -^^oiused and irected J appomt a proper person qualified as aforesaid to fill the office o Director in the stead of the Director respectively so dying resigning, becoming disqualified, or being ^^^^ed as a I ore- said and every such Director so appointed shall be as fully ::d Effectually a Director of the Company as if he had been ori.nnally elected by the shareholders and shall let re f ora lhl"direcLnofthe company at the same time and m like ri nn as the Director in whose place he shall be so appouv. • Ted would have retired, under the regulations here co.tamed 34. That every Director shall, previously to entering oa the duties of his office, sign a declaration in a book to bo kept for that purpose, that he will not reveal or make known anv of he matters, affairs,. ^ ancerns which may como la hUknowled.re as a Director 01 the Company, to any person, c persons whomsoever, except when officially required by the Board of Directors for the time being, or by -^SS^^;^ or extraordinary meeting of the Company or by the Commit- tee of Inspection appointed as hereinafter mentioned. 35 That every Board of Directors shall act in strict con- formi'ty to the rules and provisions hereby established, or to be established, modified, varied, or altered by any annual or 16 Mtraordinary mee.ing or meetings of ihe Shareholder, of ih. Company. Bu. m .11 cases where .hero shall be no Loh e.x,s,,ngor subsistmg rule or provision applicable, the Board of D,rec.ors s all ac. in such banner as ly app ar'o ,he^ bes c« Iculaled to promote the welfare of ,l,e cilany ; and for the belter guidance of the DireCors in tl.o m nagement of and superintendence over .he affairs and concerns ol^'ro Company „ shall be la,vful for every „r,„y Board of D roc! tors to make whatever by-laws, ruies and regulations hev hey s all think fit, and from time to time t'o alter anre"^ send the same or any of them, as to any such Board may jeem^meet: provided that such by-laws i „ot inconsisTen' Tf he Com *"° '"" '^"°''""'™'"' P""-Pl= o, constitution of the Company, as agreed and settled by these presents or as may bo altered or established by any annual or Ixtr ordi nary meet,„gor meetings of Shareholders, under the power herein given for such purpose. ^ iJ"' 'J-Y'\^>""^>><'l''^". at any annual general meet- .ng, shall fix the remuneraiion (,f any) to be paid tHhe 37 TharrTif" ""^ "™ ""'"^ °f '^« Company. 37. That the Bills or Notes of the Company shall be sign- ad. drawn, accepted or indorsed Dy the Manager for the tfm, BoardoTr' ""■^^ »«'--' officers of the Company as th' Board of Directors for the time baing shall apooint bv »M T nute tohe signed by the President, and to b^'erered'i " 2 book of proceedings of the said Board, and no Bits or Notel of the Company signed, drawn, acce^ted.or^ndo sed in aLy sh^t K r 7 "'"" ''^ "•" f"""" "' f^'^"^ » authorised shall be binding on the Company. "uinonsea, 38. That it shall be the duty if the manager fop the limo being, to enter in a book to be provided forlhu purlViM «.me and place of residence 'of every share oderTr" L Der ofshyes belonging to hira or her, and from time to time to correct or alter such entries as circumstances shall reouiTe '^"'eaCemale, myb,,, „,»„ied, shall i„L£,ei;;l°; \{ •\: y n noh.o in writing at the office of the Company, of such cir- cumstances, and therein correct or explain the mistake or omission or Cbcing a female; notify such marriage, and give iho name and place of abode of hex husband. 39. That every or any notice to Shareholders required to be given by these presents, and the mode of giving which is not herein otherwise provided for, shall be given in such man- ner as the Board of Directors shall appoint, and shall for all the intended purposes thereof, be deemed effectual notice and binding upon each and every Shareholder. 40. That the Board of Directors for the time being, may from time to time, establish Branch Banks or Agents in any other Districts or places, as such Board may think advisable, and may appoint Directors out of Shareholders, holding not less than thirty Shares,— Managers, Tellers, and other offi- cers and servants thereof, and suppress, discontinue, or re- move all or any such Branch Banks or establishments, and Buch Directors, Managers, Tellers, officers and servants, and fix for them and pay to them respectively, such salaries and remunerations as uny such Board from time to time, may. judge expedient ; and such Branch Banks, or Agents, Direc- tors, Managers, Tellers, officers, and servants when so es- tablished and appointed, shall immediately thenceforward bo under the direction, conduct, management and controul of the Directors in the same manner as the principal establish- ment of the Company. . 41. That the conduct and management of all actions and suits, by, or against the Company, or by, or against the pub- lic officer or officers of the Company, shall be confided to the Board of Directors, and it shall be the first duly of the said Board to apply, or cause to be applied, a competent part of the fund called *' the Guarantee Fund," or if deficient thereof, the other funds oi the Company in satisfying and discharging all money which either as damages or costs the Company or such public officer or officers, or any Sharehol- der or Shareholders of the Company, may become liable to nay, or pay for or on behalf of^he Company by reason of any such action o;- suit ; and each Director for the time being, shall, under, and by virtue of these presents, be liable to bo sued on his Covenant, for his neglect or refusal to join in the 8 ^ I I 19 necessary orders for the ppplication of ihe said funds, so a» 10 accomplish and give effect to this provision, bat no pubh'o officer or Shareholder, who shall refuse or neglect to confide his defence to the management of the said Board, shall be en- titled to have or claim the benefit of such reimbursement or indemnity. 42. That when and so often as any person or persons whe- ther Shareholders in the Company or not, shall break or ro* fuse, or neglect to perform or comply with any of the Cove« nants conditions, stipulations or agreements contained in thesa presents, or other, the supplemental or subsisting Deed of settlement of the Company, and which on his her or their part ought to be pe I formed or complied with, or to pay and dis- charge any sum of money, debt, claim, or demand duo or claimed to be due to the Company or otherwise, to satisfy- any cause of action which the Company may possess, it shall be lawful for liie Board of Directors for the time being, to direct nn action or suit, or other proceedir.g at law or in equi- ty to be commenced in the name of the Trustees of the said Company, or in the name or names of such other person or persons who the said Board may be advised ought to be i\\9 Plaintiff or Plaintifl^s against the person or persons for the time being, committing such breach, or refusing or neglect' ing as aforesaid, or liable to pay such sum of money, "debt, claim or demand, or satisfy such cause of action, his her or their heirs, executors or administrators. And if the said Board of Directors shall be advised to proceed in the name of the said Company, then in the name of the said Company above, and in their aggregate capacity, that is to say, by the name or style of " The Farmers' Joint Stock Banking Com- pany," and without the necessity of setting forth the name or names of the persons composing such Company ; and it shall not be necessary to include any other parties as Plaintiff or Plaintiffs in any such action, suit, or proceeding, be- sides such plaintiff or plaintiffs named, who alone, ('or if any such action, suit or proceeding shall be commenced in the name of the Company as above provided, then the said Com- pany by such description above,) shall be competent to main- tain and prosecute every such action, suit or proceeding to judgment, and execution against the defendant, or°de- 1 '^^iHf^fei- iiiiiiiaM... tondants therein, and his and their Goods and Chattels lands and tenements, or against his, her, or their heirs exec- ijlors or administrators having assets and being hable to be sued by the said Company, as fully and effectually to all in- tents and purposes as if other the rightful parties (ifany) as plaintiff or plaintiffs, in any such action, suit, or proceeding had been specifically named, and that the form of every or a- «,y such action, suit or proceeding may be in debt, ca sa as- sumpsit, or otherwise as the said Company shall be advised and deem expedient, and the person or persons m whoso name or names any such action, or suit shall be .0 commen- ced shall not discontinue, release, or become non-suit in such action or suit, without the consent of the Board of Directors for the time being, of ihe Company, and it shall not be lawful for the Defendant or Defendants in any such action, suit or proceeding to plead in abatement, tho want of other or suffi- cient parties as plaintiff or plaintiffs therein but the Defen- dantor Defendants in any and every such action, suit, or proceeding shall be confined in his, her, or their dc^^ence to ihe issue in fact of his, her, or their being mdebted or other- wise accountable to, the said Company, and if any plea to tho contrary be offered, or set forth, or pleaded in any such ac- tion suit or proceeding, the same shall be and is hereby ex- pressly declared, provided and ogreed to be fraudulent and void as against the said Company, and the plaml.ffs m any such action, suit or proceeding. And it shall be lawRU for the said plaintiffs in any such action suit or proceeding, to treat «very such plea as a nullity, and as if no such plea or excep- tion had been taken by such Defendant or ^f^f^'^ ^"^ thereupon cither to sign judgment against such defendant or defendants, as in cases of judgment by default and to proceed to execution against him, her, or them, and his, her, or their cood. and chattels, lands and tenements, as m ordinary ca- fes, and that such judgment so .igned shall not upon any ac- count or pretence whatsoever be afterwards set aside or otherwise to apply to the Court ^hich such action, su^ or proceeding shall be pending, in a summary way, m order that such ;iea may (if the said Court shall think fit) be avoid- cd and taken off the file of proceedings, and moreover thata- ny attempt or endeavour made to contravene the prpvisions ill li**" 20 of this clause shall not only be deemed fraudulent and void to all intents and purposes as aforesaid, but shall also subject the party oi* parties acting in contravention of those presents, to the Corfeiiure of the whole of his, her, or their actually re- maining stock, share and interest in the Capital Stock funds and properly of the said Company, and the same shall be im- mediately transferred to, and form and constitute part of "the guarantee fund" of the said Company, and provided such person or persons as shall be the plaintiff or plaintiffs in such actions, suits, or proceedings, obey the directions of ihc Board of Directors in and about such aciions, suits, and proccedingg he and they shall be indemnified out of the funds or property of the Company against all expenses damages anJ losse3 which they or he may incur orsusipin in consequence of such action or suit in like manner as is herein provided, conve- ning the Trustees or Public Officers of the Company and tho sum or sums of money to be recovered and received in any suoh action or suit shall form part of the funds of the Company. 43. That in case the said Company shall be sued in any action suit or proceeding at law or in equity, it shall be lawful for the plaintiff or plaintiffs, if he or they shall think fit, to commence', prosecute, and maintain their action, suit, or proceeding against the said Company by their name or des- cription "The Farmers* Joint Stock Banking Company" and to proceed to judgment and execution therein, under such de- signatiun, and no plea in abatement shall be set up by ths said Company or any advantage whatever be taken of their being sued in such name or style ; and the service of process or ether proceedings in any such action suit or proceeding upon the President or Manager for the time being, of the said Company shall be deemed and taken as good and effectual service of such process or proceedings, and in case judgment shall be obtained by the plaintiff or plaintiffs in any such oc- tion, suit, or proceeding, execution therefrom shall and may be issued and levied against the said Company as fully and effectually as if the names of the members composing such Company had been fully set forth in such process or proceed- ings. 44. That any Board of Directors for the time being in its directionmay agree to refer and submit to arbitration any 21 .-.. «» HlfTaren-e between the Comp»- ^TOttet ii. disptrte, quMt,on "^'»'f"JJ ^„„ „„d any d.bt „y and any pcr.on or P'^'^f" »"tS part thereof.or a ae- or debt, owing to the <'<""?»'» '""j ."" t ,he payment there- ,„ruy for .be .ame »; 8.;eJ^"f^ '-^bt or Sebt. which i. or, and may relrain f""' "'^;=, ^ Jbad or desperate, or not llie opinion of iho said Uoar.1 Mm .^ j^, lortb suing f"-,-''''';:, :t a may a tl,ori.. the puHio book of prococd.ng. of "'° f °"^ " f,„„ or person, on belmlf officer or officers of, or ""V ^' "J f;'d,°,", il .0 th. Compl^ 01 the Company to prove any au>- ^^^ ^^^^^^ „v, ftomanybanUruptor. soven, -to ^^^^^^ ^^ ^.^.^ of such bankruptcy o^-; "^^^L, oeriif.cates, of any Jena thereon, or. os,gn-; Company, who may be- Mrson or persons '"*""=''„^^. . r,. every or any such dt- Lne bankrupt, and the "=="!'' 00 te Ippointed, shall b. vidend by the person or persons so to be pp „ complete and ^ff-'<=',f ' -^^If^f'^f^JS:- ^^^ Company as sh.Il 45. That as to such "^ '"■;'"" ,^ ^^ employed in th. „ot be employed or appear "^^^^^J^^^ „i„ctors Tor th. ordinary business ^^"f'J'^'J^^'.^,, ,ame either in th. time being may lay °"' ""J '" "\"i„„ of the Company, or namesofthoTrusteesfo the .rnel^e,"^. .^ ^^ of such other persons as the sa.d Board m ■ J^ ^ upon the Parliamentary stocks of lands ol ^^^^ Jreat Britain, or In .ny navy "^^tTn freehold or lease- bonds or Bank, or East lnd.a Sto-^k, « "» ^^ ^^ ^^^^ hold securities in '''^^"-"X e "d trS Ly, or of annu- in the Company, or '»"»y ^'^f ^^'^e insured either by the ilies for one or more fe 01 '"'«^' ""' . description ; and grantors, or by .be Company, ° "^ ^^^^^^^ ^per may Ly Board of D.reeto^ when they shall tb^ P P^ ^^^ .^^ time to time as °-=«"^'°","">' /Z retolders of the Compa- 40. That at every meetmg of SharehoM ^ ^^^ „Y whether annual or cxtraormnary or by a ^^ cLr shall be filled by t e ^-^f «^' [^^t; absence. the» Ihe Board of Directors, if present, or .1 in n H 1 32 .1.0 Shareholdo,. then and .h^""" " >l.o Mojori.y „f Chairman who may nmMn. ^^ '='"'"' ' ""■' "i» , SharehoWc, tut in car„rt ' r,,::':;"'" °» »">■ »"'" .h„ casting vco, „„d a,l ,ho ao^o 1" L"'"' ^""l' '-o «ach lespective meelinj, shall I . „ , . I"<";»='',ngs of '^epUy,hon,a„„ge.r„f.ho;'Le'' eiT":; irc-::""" '" '°. •halllw amhenlicated bv iho ri„ "'o Company, and •hall bo con=luai.o ovidLco o^ nl 1 ''^"''"''' "'"='' proceedings °^ °" '"'^'> «l'. orders, and .htiierrar„^.rs,ttttr'^^ quclions, moiions. rules omJZ ' a ^ ,^'°'""""'"'> "H be brought ror,var or pL iTfo "t'oT'"''"" ""'^" "'"^ decision ofthoSharehiTs !hanV» I f '"""'""'' "P""'"". by the majorilv of voles of 1 Sh ^''T"'"'"' -nd decided present, „„d ;„ that each ho def „f", 7' "'°" "'"' "'"« but less than thirty .hart shall hf '""•'" "' "P"'»"'='. « of thirty shares! o up Jar Is bul""" T' '"' '"='' ''»'''• •hall have t,vo votes and en. !'l m /'"'" ''''>' '''"^'< wards, but less c ::: z!::'^:^'^^^ r^- votes, anc each holdprnf«n« u '"'nrcs, shall have three Ie« than two hundrtd 3, are ZITT " "'""""'' ""' bolder of two hundred shar!,' . ^ '■""'• ""'' """h hundred shares, aha rhav"r "'""'"■'^= '"" '^''^ "•"" four- Tour hundred ^^tLX^l^rZut '''' ''"" °^ no more J provide;! ihat ;r.„ ^''® *'-^ "<"" and ...uch rL'pecl-v ; i If : "^ 7^,^'^'°^'^'^ P--' n-entioned, and the .,..;:' JX f '° T "' "'"'-''» *an four hundrca ...ii diand ,1 "I vT f "" ""' "" '^'' and taken by ballot ih.„ .u , ""'^ be ascertained but unless teVo 1 oTuShrrM" f^ """^ "--"'"'r. of share, do so eZe „o h!l, . n '""'"S «"=hamoun a ballot shall be duly 1" irtrt t°l'°''' P'aeebutin case *• «■ U liila»«.,. 4'' 23 „„„ of .ha D'--;'"" ';,'^^J'° !" hoVee.ing a, seru.inocr,, by two persons to be chosci. y „„^,i„„ ot to nny ad- .h.ll .hereupon retire and '^l; '' '"/J ,,';, ^ /.he s.Js\M jour„n,en..hereo .h. res .^ .„ .,„ „„,, ^ "" '"'r .V.I. d e no Who Mootin, accordingly. rroceedmgs, as ''"^ '^^"^'^° ^^„ i,, ^„o„ed to vote at any 48. That no ''!'""■'«'"'" „ „ jivijond or bonus, „,e.ingof Shar.,olders. or .0 ow^J Lso presen.,, «ntit or to exercise any rigm vy ^^nunt of every call ';j;L':.l,;ttrn.aybee„.it.edan^^^^^^^^^^ -rr;:rr,srr;:r::;'^^^^^^^^^ ^I'^rhatno business shall at any Meeting of Shareholder. „ht her rnnual. extraordinary or by »dio"--»'; "^^f^ ■ , „, ,l,<,russed. nor shal any decision bo made, or any ou '" ess ^tch-a; have been then gone into or d-oussed un- tr^etshall b^o P«-""f P----rnrsrand":u; ltnl"rrr: llS:d:Tlfst t..;, share. Hrs^^rrbth^rofx^^ ^"w^That if atany Meeting of Shareholders, "hf*"""""' ...'extraordinary, o'r by adjournment, twenty -^h "*; !rs and holders of at least 1500 Shares, f^all not be pro ; Tthin one hour after the time aPPointed for hoUi'"8 th. I r^^'- n( > 24 present and qualified to. vote, may ooterm.ner and notice of such adjournment shall be given in like manner as was re- qmred lor convening the Meeting whence such adjournment took place, and there shall be an interval between such first Mceung and the subsequent one sufHciont to enable 20 daya ^ notice to be gi ven to the Shareholders by ar' verti.cment or circulars as before provided. 51. That the Shareholders present at any such Meeting, whether annual or e.xrraordinary. being sufficient in numDer to transact business, may adjourn the same onco or oHener to such day and hour, days and hours, and such convenient I) ace ,n the Lny of Toronto as they n.ay deem advisable and after a motion for adjournment has been carried, no business shall on any pretence be brought forward; and it shall not fee necessary to give any notice by advertisement of any ad» journment, except the same shall take place through the non> attendance of twenty Shareholders, or Shareholders not hold- *ng one thousand five hundred Shares, or such adjou.nment Shall he for a longer period than 20 days after, and inclusive or the day of holding the meeting which shall so adjourn; and also inclusive of the day to v. hich the meeting shall bo adjourned, and no subject or business sh.ll be proposed, debated, or disposed of, in any such adjourned meeting, other than so much of any subject or business as shall remain un- deeded or undisposed of at the meeting whence the adjourn- went took place, and the Shareholders who shall be present at every or any adjourned meeting although they might not have been present at the meeting whence the adjournment took place, and who respectively may be qualified to act and vote therem according to the provisions aforesaid may act and votn at such respective adjournment. 52. That no subscriber to or Shareholder of the Company his or her executors or administrators, legatees, assignees, or creditors or any other personor persons, claiming or td claim by through under or in trust for him or her, shall bo entuled to inspect any of the Books, accounts, documents, or writings of the Company, except such as may be produced for that purpose at any general, annual, extraordinary, or ad- journed meeting of Shareholders. 53. That all debts and engagements to the Company of nolicoor IS was ro- ournment such firstf i 20 days, icment or Meeting'^. 1 number T oHoner inveuient lablu and business shall not any ad- the non- tiot hold- iinment nciusive idjourn ; shall bo ■oposed^ g. othe? lain un- .djourn- present ght not rnment let and lay act mpany gnees, I or to lall be nts, or :ed for or ad- ny of 25 any Shareholder or Shareholders either for cash advancod o Lianccs or running bills, or notes being d.ect bd s no es, or endorsements passed to the Company by such Shaiehold. .r or Shareholders, his, her, or theu- partner or P-tn -. o othcrwi^^e howsoever, shall be at all times and mal cases sSa^ainstall Shares and Stocks of such Shareholder or Shareholders, whether such debts and engagcnnents be the debts and en-'agements of such Shareholder or Shareholders, nd idually or'jointly, oV in partnership with any other per- son or per ons : and the Board of Directors for the time be- Z ^ay ox nguish or dispose of such Share or Shares eUher emi "y or partially as the case may seem to require, by way of, or towils satisfaction or payment of all or any part of such debts or engagements. 54. That no Share in the Stock of the Company shall be transferable until all calls or instalments in respect thereof, have been duly paid up, but from and after that time, if any Shareholder or her or his legal representative or ropresentu. lives, whether by marriage or as executors, administrators legatees, guardians, commiitees, assignees under Bankrptcy or insolvency, shall be desirous of sellmg or disposmg of any Share or Shares in the Company, he, she, or they shall state inwritincrto the Board of Directors, for the time being, the name or^names of the person or persons who is or are writ- in-T, to become the purchaser or purchasers thereof; and shall al^o leave at the Banking House of the Company, the written consent of such proposed purchaser or purchasers, to become a member or members of the Company, subject to the rules and regulations thereof; and if the said Board of Directors shall approve of such proposed purchaser, they shall notify the same to the proposed vendor within fourteen days afte>- receiving such notice, and such purchaser or purchasers may then take a transfer of the same Share or Shares, and shall have the like advantages in the same and be subject to the like liabilities in respect thereof, as the previous owner or owners had therein, and was or were subject in respect there- of, but no transfer shall be made without such approval of the Board of Directors, as aforesaid, or in any other form than is hereinafter provided. 55. That the Transfers of every Sharo m the said tompa- 4 26 ny shall be executed at the Banking House of the said Com- pany, at Toronto, either by the party himself personally or by Attorney, authorized in manner hereinafter provided, that is to say, in the absence of such party or parlies, and upon his, her, or their written request, the Manager (for the limo being) of the said Company, shall have full power and au- thority to transfer all or any such shares purchased, to the proposed and approved purchaser, in the name and on the behalf of the vendor or vendors of such Shares : and for this purpose he is hereby expressly authorized, constituted, and appointed, the Attorney of, and for, each and every party to these presents, and each and every luture Shareholder, his, her, or their respective executors, administrators, and assigns, with full power and authority to sign, seal, execute, and deliver, in his, her, or their names or name, each and every such transfer, to the respective purchaser or purchas- ers, and to sign receipts for the purchasf money, for and on behalf of such vendor or vendors, and every transfer so executed by him in the name of such vendor or vendors shall be as binding and effectual, to all intents and purposes, as if made and executed by the Vendor or Vendors in person ; and that the expense of each and every such transfer which the said Board of Directors shall ascertain and Cik, shall be borne and paid by the vendor and purchaser in equal shares, unless the parties shall otherwise agree between themselves. 56. That the husband of any female Shareholder, or the representative or representatives of any Shareiiolder (whether executors, administrators, legatees, trustees, guardians, com- mittees, assignees, under Bankruptcy or insolvency or other- wise) on leaving three days previously for inspection at the Banking House of the Company the certificate of the marri- age, the probate of Will, Letters of Administration, or other documents under which he, she, or they may claim to receive the dividend or dividends, bonus or bonuses (if any) due on the Shares of such Shareholder at the time of marriage or his,orherdeath, lunacy. Bankruptcy, or insolvency, as the case may be, at, or after, the expiration of such three days, receive such dividend or dividends, bonus or bonuses; but the receipt thereof shall not constitute any person so receiv- ing the same a partner in the Company, or authorize him or i \ said Corr>- sonaily or ded, that and upon • the time r and au- sd, to the d on the d for this nstituted, 3 ry party rcholder, :>rs, and execute, each and purchus- r and on .nsler so ors shall ses, as if son ; and 'iiieh the )e borne h unless , or the whether IS, com- r other- 1 at the ! marri- )r other .receive due on iage or as the e days, 2s; but receiv- him or 27 :ri;,r=o''.s:: b„rrL^o.uo. p,or.. acting orbecomin" d ,„ after the marriage, death, luna.y, bankrup - or becomin si.-ireholder, upon, or in, res- "'\"VhL or her ShZ "the sau.o dividends, bonuses, or " ni l^n no bo receivable until the Share or Shares m prohts, >■ '» "°"« dividend or dividends, bonus or bonus- ■^ sV ■ t t rSand of any female Shareholder or any such ex euto , administators, legatees, trustees, guard.ans ,^°l„r assignees, who shall be desirous ol retammg :::™h or lari his wife, or of the person or persons I om h" she, or they represent, and of "avtug the same nSi':::":.-irLr::rs^^^^^^ Z r Ome-bli:; l. admitted and become a Sha.l.lder or Shareholders in the Company, .n respect of such ''ha e oi Ihares, and have .he same transferred into h.3, her, or the.r Tr Th::reX^'"o^irectors for the time being Shan be .tlibV ty to decide upon the form and manner of the rans- fer o be made and executed upon the Sale or transfer o Slmes n h Company, and shall from time to ..me, and a. .llir^es hereafter make such farther rules, orders, and re- til tbns re PC ing such transfers, and by whom the same ^W be me ared as shall appear .0 .hem necessary and ad- ; b e, or h security of the company, and the due ass.gn. men. o the said Shares but so that all transfers shall be s,gn- Tdbvth CO Pftbe Directors, ard so that all transfers, sales or liimrntsofany Share or Shares in the Company which assignments "' "f y ,„ „„ p^visionof these pre- : :t andany s^P'--'^' oLubsis-i'ng Deed of Settlement of"h;Compa„'y,and according to the regulations of theDi- jertnr« «""'' '^- null and vo"' \ B 'fi IB i I, ! I 28 59 That every person who is a subscriber to Iho Company or who shall acquire any Share or Shares therein, shall, al' though 1.0 or she shall not have executed these pre:cn:s as to all duties, obligations, claims and demands, in respect of his or her share or shares be considered as a Shareholder of th3 Company, from the time of his or her subscription, for, or otherwise acqu.nng his or her share or shares ; but as to all profits, rights, privileges, benefits and advantages to ariso froin the said share or share., shall not be considered a Share- holder 01 the Company, uutil lie or she shall have executed these presents either in person or by Attorney, at the Bank- jng-House la loronto, or at such othei place as the Board of Directors for the time being shall require, and in case any of the present or future subscribers, or any other person or per- sons claiming to be entitled to a share or shares in the Com- pany either as purchasers, executors, ar'ministrators, legatees tmstees, guardians, committees, assignees or otherwise, shall ior three calendar months after notice in writin- from the manager of the Company, neglect or refuse to execute per- sonally or by Attorney, as the Board of Directors may re- quire, these presents or some Deed of Covenant to be prepa- red at the expense of or paid for by such.person or persons, and to be approved of by the said Board, v.hereby he she or they shall covenant to abide by the regulations of the Com- pany, then the share or shares of the party or parties so ne- glectmg or refusing to execute or to pay the expense of any such deed of covenant, and also all deposits paid in respect of such share or shares, and all benefit and advantage whatsoe- ver, shall from, and as from the expiration of the above period, become forfeited in such manner as directed by Article 8 -1 subject to such discretionary power as therein mentioned. ' 60. rhat from and immediately after the completion of any sale, and transfer in the manner aforesaid, the person or persons to whom such sale and transfer may be made, shall have, and be subject to all the same privileges and liabilities, ns the person or persons by, or from whom such sale and transfer was or were made ; and every person or persons whose share or shares shall, by the Board of Directors for the time being, have been sold by any of the powers herein- before contained, shall, in respect of such share or shares, I 'Ompan/, shall, al- inls as to 3ct of his er of the 1, for, or as to all to ariso a Share- 3.\ecuted e Bank- Coardof any of 1 or per- lie Com- egatees, 30, shall rom the :ite pei:- nay re- i prepa- orsons, she or 3 Com- so ne- of any 'pect of hatsoe- period, IcS,— ed. tion of son or shall ilities, ie and Jrsons rs for erein- lares, i 29 cease to be shareholder or shareholdera in the Company, and shall for ever thonceforth be acquitted and discharged from all farther obligations in respect of such share or shares, and from all the covenants, agreements, regulations and stipu lati- ons to which, by this or any supplemental or other subs.stmg deed of settlen/ent of the Company, he, she or they would have been liable in respect of the same share or stmres, if he same had not beea sold as aforesaid, provided neverthe- tZt nothing in thi. article contained, sh.ll exten or be meant or construed to extend, to release such shareholder or Ireholders from his, her, ortheir proportion of the losses t any) sustained by the Company, up to the period of Is, her, or their ceasing to be such shareholder or shareholders as "" cT' That it shnll be lawful for any Board of Directors for the time being, to purchase any share or shares, by, or out of the lunds of the Company for the benefit thereof, and af- tcrwardi to sell and dispose of such share or shares rather than to retain the same to persons capable of promoting the interests of the Company at such times, and from Ume to time, and either by auction or private contract, or in such other manner as such Board shall deem most beneficial for the general benefit of the Company, and the person or per- sons who shall purchase any such share or shares from the Directors, shall, on completion of such purchase, become a Shareholder or Shareholders in the Company, and be entitled to a proper transfer or certificate thereof; but it shall not be necessary for the previous owner or owners of any such share or shares, to join in any transfer or assignment thereof. . , , ,, .» 62. That any annual general meeting of shareholders, if dissatisfied with the statement of the affairs of the company submitted to them, may appoint three shareholders (each qua. lifted to be a Director) as a Committee of inspection to investi- gate into all, or any of the afiUirs and concerns of the Compa- ny, and such Committee shall have full power and authority to call for the production of all Books, Vouchers, and docu- ments, and also require the aid and personal and other exph- nation, from the Manager, Accountant, Clerks or other offi- cers of the Company, who shall accordingly give, and ren- ^ !n|t i i 30 der, or cause lo be given nnd rcnu.red, such ,ud and expla- «a«o„ i and Ihe annual general meoing, at wl.ich .uch Con- muleo of inspeolion shall have boon appointed nnv 1,p .„i journedto some future day, ,o hear tho'T orT tEon b j »uch inspectors shall, previous to entering upon, such ,° ve t.gat.on, s,g„, as stmilar declaration uf secrecy as is herei. - before requ.red, to be signed by the Board of Director or the lime being of the Coinpai;y., ,o!li™? "1° '"^^f" "'■ S!>="-'>l"l'l'^^« qucihfied and voting ac or , g to the right of voting hereinbefore ..eniioned, and personally present at t>vo successive cvtraordinary meetings. ZtZVr"" """?' ""^"""S' '""' °"« e.vtraord,„a°y tiTlA .■"-• ™"^°'='J '■» ="<=h manner, and with such iio- ihe Capital of the Company, or lessen or increase the pre- sent number of Directors to any other number, or ,iay re- „ew ol T! "' ''"^inafter mentioned, or make any Z, 11^' ' ":• '■'S"'^"™ <"• provision, not being repuZ nam ,0 the principles and Constitution of Iho Company or I any ZT\ ' """"^ 7""^'"' """ SoverninJ the' C . ! pany oi the business, affairs, or concerns thereof, or mav r;:at'iota;7^"''." "^"^ ^'^ anyof ,hee..is..'„;i:s! r°L law re! , , '=°'"P="'y! P~vidcd that no order, n e, law, regulation, provision, matter, or thing be entered ■nto, or done at any such meeting so as to relate to, or release or exonerate any of the Shareholders for the time being of the Company, from their respective liabilities lo pay, and make good the sum of £10 in ,he whole, in respect of each iXlcC 5 Tjr"'' " "■ °'"' *^ ^'"'^'"'^ -"""-" s« 13!"" '?'• offectuating all, any, or either of the purno- «3 mentioned in the last preceding Article, the Board of Di- rectors for the time heing may, from time to time, call an ex- F. 'inircf ^t"' '""^""'""^ " some' convenient ftafhl •!"{ °'' Toronto, of which the manager for the ^ ll'd h'\' "'""■"'"y- ^'■'-'' S'- 20 days priious n ! •ice, .igned by h.m, statins the day, hour and place such ■ i and expla- 1 such Corn- may be acJ- hereon, but suuii iuves- s is herein- 'ircctors for and voting tioned, and ^ meetings, raordinary h sucli no- lo increasG se the prc- r may re- Charter or make any ing repug- )any or to the Com- r, or may tino- laws, tides coii- iture deed no order, 3 entered •r release being of pay, and t of each contained e purpo- d of Di- ll an ex- ivenient • for the ious no- se such i 31 mceiin" is appointed to be holden, and the object thereof, and such notice shall be sent to Shareholders in the manner re- nuiredby Article or Clause 39, 20 days before the time f.xed for holding the meeting ; and the Board of Directors may also in like manner call a second extraordinary meetmg, lor tho purpose of confirming any new order, rule, law, regulation, provision, matter, or thing passed or agreed to at such first meeting. , « , o 65 That twenty or more Shareholdois of the Company qualified to vote as aforesaid, the aggregate amount of whose shares shall not bo less than 1500. may at any time or timos by writing und<3r their hands, require the Board of Di- rectors for the tim3 being, to call an extraordinary meeting of Shareholders for any ofthe purposes mentioned in clause or article 63 ; and every such requisition shall set forth the obioct of such extraordinary meeting, and shall bo left with the manacrer for the time being at the office of the Company, at least two calendar months before the time named m the requisition for the meeting to be holden, otherwise ihe said Board shall not bo bound to take notice thereof, but in case tho Directors neglect or refuse for fourteen days after such requisition shall be so left as aforesaid to call such extraordi- nary meeting, then the Shareholders signing the requisition may for the purposes mentioned in such neglecled or refused requisition call an extraordinary meeting of the Sharehold- ers by notice signed by them, and advertised in two of the To- ronto newspapers, at the least 20 days before the time fixed for holding the meeting, and in every such advertisement the object" of such extraordinary meeting, and the day and hour and place in the City of Toronto, of holding the same ; and the delivery ofthe requisition to the said Board, and its refusal to call such extraordinary meeting, shall be specified, provided that no new order, rule, law, regulation, provision, matter, or thing to be passed or agreed to at the first of said meetings, (whether annual or extraordinary) shall be bind- ing or conclusive until confirmed by a second meeting, nor shall any such question be in the first instance proposed by the said Board at any annual meeting, without giving 20 days clear notice thereof i.i manner as prescribed by article nor be proposed by the Shareholders, without giving a liko It ' r: i ! 32 ».li.o, .nd also loving w,,l, ,|„ „„„,g,, „ j,,^ ^ Company, copy of suc-h notice, at least two calendar month, prenou, to tho .„no for holding .uch annual raeetin" „;,!?■ r', "V" °''°' "'''"^ "">■ "''=»= " -'hares ,„°.he Ca- p lal of tho Company, shall ho bc,|uoath=d to, or «th nvi"o beco,,,e vested „, any ,,er.,on or persons in t.ust fo I X ect o any eq,„t„l,le claim of any other person or p ,1 „ ■n >vhom any s„cl, share or shares, shall be vested a I a " or hHh,r, or their executors or administrators, sWl, „^ w,t!,s,..„J,„,auy claim or demand ,vhats„ev,.r o any rson o- persons eqeMably entitled to, or having anv eq ,i ablo d, cha ge for he m.ney wh.eh may become pavable from tho Company, form respect of s„ch share or shares, and sh 11 :lT =™l"">-f™"> "- "^ligation or s ei„; ,0 i apphcation or betng answerable for its misapplication. o..or;^L't=r:;t;;:t:i:rr:o^f-hr.t: r tt^:„?z,r&om ?i:'^ z- t^xi-^ =.nd subject to the disposition of the Board of Die rs or tho trne botng, and the order in wrhing of, he sa.d C ;rd J counters,gned by the manager for the time bein., shall bo obhgatory ot, and a justification to tho said trustee a, to any purchase, sale, investment, payment, or disposition of the aZ cur nes or money of tho Company, and tho said Tr teet shall from t,me to time execute and deliver to the said CoaJd of D.rectors atthe expense of the Company, such declaratio^^ or acknowledgments of trust of the est'„t«s!'securit m i : ad effects purchased, taken, holde„,or possessed by he s me liustees, on behalf of the Company, as the Board fo' the 1 1 being shall decree or require. beitto'nt' r"" "'""^ ''"""''" "'■"■■' T^'"'ees for the timo botngoflhe Company or such number of Directors thereof as m y consututea Board or be sufficient to constitute a Board for any of the monies of the Company that may be paid to such Trustees or Directors, or by the direction of the s.a d Di- rectors, shall effectually discharge the person or pe son Kf : ?'™' f' ''°^' °^ *- heirs. Lecutors rdmin s. trator, or asstgns from being obliged to see to tho applioa- "■"—- imni-fiiijiiiiiijigg 38 'fFioe of the da r months ing. iu the Ca- othorwiso ror or sub- ^r persons at L^Wf shall, not- ly piM'son eq 111 la bio sufficient ■ from tho md shall tig to its on. oinbeforo he Trus. ir become conlroul '3 Cor tho )ard, and shall be ^s to any f the se- rrusteea J Board arations monies he same the time le tima 'reof as Board >aid to laid Di- ersons dminis- pplica- tion thereof, or from being answerable or uccountabla for tha misapplication or non-applicalion thereof. GO. That within two months next after the Trustees of tha Company or any or cither of them refuse to act, die, go to reside out of this Province, or become incapable to act or shall resign, the Board of Directors for the time being shall name and°appoint another Trustee or other Trustees in the stead of the Trustee or Trustees so refusing, dying, going to reside out of this Province, becoming incapable to act, or re- signing; and such new Trustee or Trustees shall execute a covenant in such form as shall be devised by the said Board that they will hold the estates and funds of the Company upon the trusts and for the purposes of these present? or of the subsisting deed or deeds of settlemei\t of tho Company and give such further secuiity for the due performance of their trusts as the Board of Directors for the time being shall from lime to time require ; and immediately after such appoint- ment, or the execution of such covenant, the trusty, estates, monies, securities and effects of and belonging to the Compa- ny, which shall be or have been vested in the Trustee or Trustees so refusing, dying, going to reside out of the Pro- vince, becoming incapable to act, or resigning, shall be as- signed, assured, paid and transferred so and in such manner that the sume may rest in such new Trustee or Trustees jointly with the surviving or continuing Trustee or Trustees, or solely as the case may require upon the trusts of these pre- sents, or upon the trusts of the subsisting deed or deeds of settlement ofthe Company. 70. That the Directors, manager, trustees, public and other officers for the time being ofthe Company shall be indemni- fied and saved harmless out ofthe funds or property of the Company from and against all costs, charges, losses, dama- ges and expenses which they respectively shall or may pay sustain or incur in or about the execution of their respective trusts or offices, or in or about any action, suit or proceeding either at law or in equity relating to the acts or property of the Company, which the Board of Directors for the time being may deem proper to use, take, prosecute or defend, ex- cept such costs, damages, or expenses as shall happen by or through the wilful neglect or default of any such Directors, 5 r fi 84 managers, trustees, and other officers respectively nnd nono of them shall be answnrablo for any act or default of any others or other of them, or for joining in rereipts for the sake of conformity, or for any bankers, brokers, or other persona with whom any monies cr ellbcts belonging to the Company shall be lodged or deposited for safe custody or otherwise lor the insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall bo placed out or invested, oi for any loss misfortune or damage which may happen in the execution of their respective trusts or offices, or in relation thereto respectively except the same shall hap! pen by or through their own wilful default respectively. 71. That if at any time during the continuance of the Com- pany, or at or after the dissolution or determination or expi- ration thereof, any question, doubt, cause oi action or suit dispute or diflerence shall happen, or arise between all or any of the parties to these presents, or the parties to any such supplemental deed as aforesaid, or between all or any of the Shareholders for the time being, or every then late Shareholder of the Company, or their heirs, executors, administrators or assigns, respectively touching or concern- ing any matter, cause or thing relating to or repecting the Company, or in which the Company may be in any manner interested, or touching or concerning the breach or construe tionofany covenant, clause, matter, or thing herein, or in any supplemental deed as aforesaid contained or between all or any oftheDirectorsofthe Company, as such Directors, or^all or any of the Shareholders, or botwecH any Share- holder or Shareholders, Director or Directors, as Sharehold- ers or Directors, and any individual or individuals, by rea. son ofany acts done or omitted, permitted, or suffered by him or them respectively, then and in every such case and as often as the same shall happen every such question, doubt,cause of action or suit dispute or difference, shall on the request of either or any of the parties thereto, or the heirs, executors, or administrators of any or either of them be reduced into writing and referred to three indifferent persons, one of them ^ b9 Chosen by the person or persons taking one side of the matter in difference, and another of them ,b; the person or persons taking the other side of the matter in difference 35 ^nd none i of uny the sake personsj /ompany rvvisG lor hich any cd out or lich may ' ofilces, mil hap. 3ly. he Com- >r oxpi- or suit I all or s to any )r any of icn late eeutors, concern- ting the manner onstruc- I or in *vecn all rectors, Shirc* I re hold- by rea- )red by 3 and as 3t,cause [juest of 3cutors, ed into ofthem 3 of the "son or erence, within twenty one days after such request, and a third to bo chosen by such two first chosen arbitrators within fourteen davs after they shall be chosen ; and in case tlio person or persons taking either side of the mailer in diflerencc, shall neoleat or refuse to choose an arbitrator on his or their part, within the lime aforesaid, then the arbitrator to be so chosen on the part of the person or persons taking the other side ol the matter in difference, bhall choose another person to bo joined with him in such arbitration, and such two persons shall nominate a third person to be joined with them m such reference, and the award or determination of such three per- sons so to be chosen as aforesaid, or of any two of them concerning the mutter or nnattcrs so referred to them, shall be binding and conclusive on the parties, and then respective heirs, executors, and administrators, and shall be pertormea and kept by them accordingly without any further suit or trouble, so as such award or determination be made m wri- ting under the hands of such three persons acting as arbitra- tors, or two of them, within three calendar months next alter the said three persons shall be elected as aforesaid ; and lor further and better enforcing the performance of every such award, the same award and the submission hereby made or which may be made or entered into, Cif anyj by any other instrument, shall from to time be made a rule of the Court of King's Bench according to the statute in that case made and provided. , „ . , 72 That if ever the losses of the Company shall have ab- sorbed not only the whole fund called "The Guarantee Fund," but also five per cent of the subscribed capital of the Compa- ny, the Board of Directors for the time being shall within thirty days or so soon after such losses being incurred as the said Board possibly can, and they are hereby required to call an extraordinary general meeting of the Shareholders in man- ner as hereinbefore mentioned, and lay a statement of the af- fairs of the Company before such meeting, when it shall be lawful for any one of the Shareholders present at such meet- ing personally to require the dissolution of the Company, and the same shall be accordingly dissolved and the affairs there- of wound up in manner hereinafter mentioned, unless two thirds of the Shareholders qualified to vote as aforesaid then J 36 nndthcro personally present, shall bo desirous of continuinff and carryu.gon llio Company,whicli they «luill bo at liberty to do, upon purchasing tho .simro or shares of thy party or parties so desirous of withdrawing from the Company, at tho then estunatod bona lido value thereof, (such value bein- deternmned by arbitration as aforesaid, if any dilfercnco exist respecting tho same) and also upon indemnifying such retinng Shareholders from tho debts and en- gagements of the Company, and releasing them from tho covenants, clauses, and agreements contained in thoso presents, or in any subsisting deed or deeds of set- tlement of the Company, provided thatnothing herein contain- ed shal extend or be construed to extend, to release such re- tiring shareholder or shareholders from bearing and paying his her or their proportion of the losses of tho Company up to the day of such extraordinary general meeting. And it is lurther covenanted and agreed, that in case of the loss of ten per cent, upon the paid up Capital accruing during tho first year of the business of the Company, and at any future time alter the first year, then in case of tho loss of five per cent upon such paid up capital, the President and manager of tho said Company, shall immediately advertise the same, in two of the Toronto Newspapers at the least, and in such other newspapers as they may think proper, and continuo such advertisoment therein, until forbid by the Board of Di- rectors, and shall also immediately cease to transact busi- ness, eitherby discounting, issuing Notes or otherwise, save that of receiving and recovering monies due to the Company and transacting such other affairs as shall be necessary for winding up and settling the atfairs and business of tho Com- pany, and that no call for a further instalment shall be made on the Shareholders after twenty-five per cent shall have been paid up unless a dividend of at least six per cent for the past year shall have been previously declared, and in case the Company shall continuo for two years minus any part of tho paid up Capital consecutively, the same shall bejuade known, and a general meeting convened by public advertisement, ill the manner hereinbefore prescribed for the dissolution of the Company. 73 That if such loss shall not be incurred, an absolute and w «r 87 entire dissolution o( llio Company, and detorminntion ofthii partnership nny lawfully take placo on the terms hereinafter expressed, and on no other terms, (thai ij to say,) by and with the consent and approbation of three or more of llio Ui- rcctora for tlio time being, to be testified by some writing signed by them, and by, and with the consent and approbation of two-tliird parts at least in number and in vakie, of tho votes of tho Shareholders present in person, and voting at each of two successive meetings of the Proprietors, and each meeting to bo for that purpose exclusively, respectively con- vened by a Board of Directors, by one calendar month's no- tice at least, to be signified b> the manager for the time be- ing, by advertisement in two or more of the Toronto newspa- pers, and thai proper measures for clicctualing such dissolu- tion, shall be taken by aCommitlee, lo be composed of thveo of the Directors for the time being of tho Company, and by an equal number of persons to be chosen by tho ma- jority of votes of tho Shareholders present, in person, and voting at tho last of such meetings, and that tha resolution in writing of such Co'mmitteo or a majority thereof, shall bo deemed and taken as u sutHcient act of dissolution of the said Company, from the date of such resolution, and that af- ter such resolution, the affairs and concerns of the Company shall, with all convenient speed, be wound up, and tho debts and liabilities of, and claims on the Company, shall bo satis- fied, discharged or otherwise suiliciently provided for, and all the effects, securities or assets, guarantees and other funds and interest and benefit of existing engagements, shall be converted into money, and for that purpose, all outstonding debts owing to, and the benefit of engagements belonging to^ the Company, may be sold for money, and tho balance (if any,) of the assets and property of the Company, shall bo divided among the persons who shall be the respective share- holders at the period of dissolution, and their respective Exe- cutors and Administrators, rateably, and in proportion to the amount of their respective shares at that time ; and any of the Shareholders (not being a Director or manager,) may become purchasers of any of the assets of the Company, which shall be sold, and the majority of voters, (according to the rules of voting hereinbefore contained,^ present in person and voting I 38 at any special meeting to be convened for the purpose, may declare the accounts of the Company finally closed, and the assets of the Company fully administered, or with such exceptions as they may think fit to declare ; and the Directors trustees and all other parties to be released and discharged with or without such exceptions, from all suits, claims, and demands, under and by virtue, or in consequence of these presents, and they shall be released and discharged according 10 such lesolution, and in the forms and under the modifica- tions thereof. 74. That the Board of Directors for the time being, shall cause these presents or any future deed or deeds as afore- said, relating to the Company, to be registered in such place as the majority of the Directors shall think most fit, for the benefit and security of all the parties to the same ; and such deed or deeds shall afterwards be deposited in such place as the Board of Directors shall think fit, and shall at any time or limes, on the request and at the charges of any person or persons requesting the same be produced, on any trial or tri- als, hearing or hearings at law or in equity, or on any other reasonable occasion, due notice in writing being first given to the manager for tlie time being of the Company, of the time and place when and where the production thereof will be re- quired. 75 ""hat the Board of directors for the time being, may when- ever they see fit, apply for, and solicit out of the funds of the Company, an act of Parliament for the purpose of giving full effect to, and carrying into execution the provisions, agree- ments, and stipulations in these presents or in any supple- «ieii:al deed contained and procuring such other privileges as may be requisite or necessary for the purpose ; or as may be tieenwd advantageous for the interests of the said Company. < I ! ( v(