IMAGE EVALUATION TEST TARGET (MT-3) ^4^, 1.0 I.I Ui|28 |25 IS IS £ U£ 12.0 11-25 iu III 1.6 /. V 7 V] Hiotpgraphic Sciences Corporation \ (meaning "CON- TINUED"), or the symbol V (meaning "END"), whichever applies. Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely Included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bo« om. as many frames es required. The following diagrams iiluatrata the method: L'exemplaire film6 fut reproduit grice it la g4nArosit6 de: SAminaire da Quibec Bibliothiqua Les images sulvantes ont 4t« reproduites avec le plus grand soin, compte tenu de la condition at de la nettet« de I'exempleire film«. et en conformity avec las conditions du contrat de fNmaga. Les exempleires orlginaux dont la couverture an papier est imprimis sorit filmis en comment ant par le premier plat et en terminant soit par la dernlAre page qui comporte une empreinte d'impression ou d'illustration. soit par le second plat, salon le cas. Tous les autres examplaires originaux sont fiimAs en commen^ant par la premiere page qui comporte une empreinta d'impressiori ou d'illustration et en terminant par la darnlAre page qui comporte une telle empreinte. Un dee symboles sulvants apparaitra sur la dernlAre image de cheque microfiche, selon le cas: le symbols — ^ signifie "A SUIVRE '. le symbols V signifie "FIN". Les cartes, planches, tableaux, etc.. peuvent Aire film6s A des taux de reduction diffirents. Lorsque le document est trop grand pour Atre reproduit en un seul clichA. il est film« A partir de I'angle supArieur gauche, de nauche A droits. et de haut en bas, en prenant It nombre d'Imeges nAcessaire. Les diagrimmes suivants illustrent la mithode. ^' t "J ' 1' 1 2 3 4 5 6 —'•"■^■^■■^WPI AN ACT BA|||0||ii^C|a9i ^ ^ _^ , 8; T0» da rUnlversit^, INCORP(|&ulttac 4, QUE. THB (Sixdii ^mtxtt ^tmtif€m^Am. r t9 of^^^ ^^^^ fifty thousand shares niontioned in section 5, shall bo the founders corp'omtion. of tho corporation, and shall, as such, bo entitled to tho benefits mentioned in sections 8 and 11(5 of the ])rosont act. Stock-certificates shall be given to the founders to establish stock their rights, nndor tho first paragraph of section 8, and to •certificates. facilitate their obtaining their share of tho profits, specified in section 116. Tho board of management shall determine the form of such Form of. certificates, and tho method of their transfer shall bo the same as in tho case of shares. [vll be at board of real, and cs in the ay deem o ninety- esent act. S. In the event of the caidtal stock being increased beyond J''^^'i«»t"Kc of ,. .,,. „ . 1 ^ r. « 1 ji 1 1 I r 1 founders luid twenty-five million francs, the founders and tlio holders of sliares sharchouiers ]>reviously issued shall have a right, by preference, to subscribe "' '^•^'"^'" ^'"''^ for the shares to bo issued, in the ratio of thirty ])er cent, for the fitunders or thoir representatives, and seventy per cent, for the shareholders. The allotment of such seventy ])er cent, shall be in proportion '^/^°*'"j7^|^, "* to the number of stock-certificafos held by each shareholder. simle's'! '°" ^' Such of the sharehoKlers as do not hold sufficient stock toinionof entitle them to at least one share in the new issue, may unite scares, together to form tho number and to exorcise thoir rights. A regulation, drawn up and passed by the board of manage- Re^iuiaiion meiit shall determine the delays and the manner in wbic benefit of the above provisions may be claimed. I t lO "•cxpcitiiiK: aliovo provisions. s, French •ed francs a special O. The amount of the shares shall be payable in francs, French shares in wimt currency, at Paris, or at (Quebec, at such dates as may be fixed ni',fran,i when. by the board of management. After tho first call shall be i)airoccodings at law. The ju'oceeds of the sale, after deducting tho costs, shall bo imputed upon tho amount duo by the expropriated sharehoklers, who shall still bo liable ibr tho difference, if there bo a deficiency, but who shall be entitled to receive the surplu-*, if there be any. Curtiflcites to bearer. Whence taken. 12. The corporation may, in jjursuance of a resolution of s\ general meeting, deliver certificates t» bearer, for shares on which fifty per cent, is paid iij) — that is, two hundred and fifty francs. Certificates to bearer shall bo taken from a register with c(mntor-fbil ; they sliail be numbered consecutively, and bear the signature of two directors, and tho seal of the corporation. Transfer of l^f, Stock Certificates to order shall be nogotiablo by transfer, to"orden ' ^^ ** granted by the seller and accepted by the buyer. When the parlies act through an agent, the power of attorney shall bo delivered to the corporation. Tho corporation may require that tho signature of the jjartics and their ca))acity to act, be certified by a stockbrokoi", and in no case shall it be responsible for the validity of the transfer. Power of attorney in certain casus. Formalities required . Transfer of Htock ccrtiticates . , . to bearer. delivery. 14, Certificates to bearer ^hall be transferred by sim])lo m bo made inserted, blisiiod in 1 (lehiyoil, aw hoiiij^ lio of six It became k are not iticatos of the daily iftor such sell 8ucli parties in ck broker. , througli or on the in default , of rim'ht. )urchasors nention (»f legotlable. s. ot prevent me, to the i, shall bo n'cholders, deficiency, be any. ution of :» s on which Ly francs. ;ister with (I bear the tion. .)y transfer, )f attorney the i)artics ', and in no sfor. by himple i I i IS. Any shareholder may claim, in oxchango for certificates ExchHiiKeof made payable to bearer, a certificate to hiu ordei\ The board of '^"'^'"^"'•'' manngeniont shall doternnno tho conditions, the manner, and Die comiitiomi. cost of efl'ecting such exchange of certificates. 10, The ownership of more than one share, in the name of the (twiiemhip of bearer, shall be established by a colleciivo certificate. ""'''"'^ "'""■""• IT, Every share shall give its holder a right in the ownership Wk'tit of of the assets of the corporation and to a share in the ])rofits, in «'»"■«''"'*''"«• jtroportion to the number of shares issued. Payment of the ' "''*' • . "^ ' 1 IV -laws, iVc. general meetings, 21. In the event of any stock-certificates to beaier being lost i,o sof the corporation shall not bo obliged to replace them or to pay the tf,"i'jenrer','"^*''"* interest or dividends due thereon, until it has been furnished with .satisfactory ])roof of the I rill 1 Hi- J.1 • V 4i • heirs, fcv., of the management thereof, llio}' shall, for the exercise of their shaiehoiacrs*. rights, abide by the financial statements of the corporation and Their rights. the ju'ocecdings of general meetings. TITLE FfFTir. M.\NAOE.MENT OF THE COUPOKATIO.N. SECTION I. — BOAllU OF .MANA(iE.MENT. •< JJ. The corporation shall be managed by a board of manage- Manasiemciit or ment, composed of fr(»m nine to tit'leen directors, who shall the corporation. jinnuall}'- elect, from amongst their number, a prof-idont and a president ami vice-president. ' vite.pre>!idoiit. Tho iiiimboi' of (lifuctors, from iiino to Hitoun, mIiuII, from tiiiiu to time, Ijo fixed by bylaw or rof^ulntion. lutii otherwUfl Until othorwiHO providod, tho board shall bo composed of fifteen dircetorH. (liructon ; provlilLKl. l>lr«iL'tiirH how mid whun UI>))Ollltl'll, Kinit boanl and iliiratliiii of otflce. (i uliHcittidii o( diiectorif. Itutlry >if I'.lruL'torN U.v lut. .Mny 1 10 rn-flcutcd. Viu!iiiu'y III lionrd. director. 34. Tho diroftoi-N shull bo appointed at tho general meeting of tho Hhareholdorn. NevertheloHM tho tirst board of management whall bo appointed by tho persons mentioned in the ])reamblo. This latter board shall remain in ofHee for thrco yours. Before entering into offlco, each of them shall establish that ho is possessee recorded b}'- minutes enlored in a register and sigiunl by the president, the vice-president or the director who shall fill their jdaco, and the secretary. (.'opies or extracts of such minutos, which are required {■> be iiroduced in court or elsewhorc, shall bo certified by the president or vice ju'esident. OrtiHfiito of Vresunru ut directors' iiieetiiiK^. .Muetini; of board of iimiiu;{«ineiit. now cul'ed. KoNOliitioii hnw adopted. NlllllllT I'f proxies to lie li-ld. Ali.eiit directors. I'ariH committee :iia.v take part in votint;. neci.sioiis tiow tule the president JIO, The l)onrd of ninnagement iihall, in concert with the (itncrttii.o«,.rM coinmittco in Paris, have the most e.vtensivo powers lor the JjJ|^'|J[J|,|"|J||j'|^^^ nuuiagement of tho aft'airs of the corpoi-ation. It sluill pass by-laws for its internal nianiigenicnt and ii> laws. determine tlio amount of tho cost thereof. It shall appoint and remove the nninagers, otiicers, and A|Mi.,iiii umi employees of tho corporation, shall determine their powers and a'""'*'"'""'''*' lix their fees, salaries and gratuities; it shall also delei-mine the amount of tho security wliicli they shall give, and, if necessaiy, authori/o it to bo repaid. It shall, if need be, authorize tho ])urchase of immoveable Antiiorizo property in the Province of Quebec, for the i»urj)ose <•' '|r,''i[,r,'*J'"' establishing its offices therein, and the sale of such imm(»veablcs and of those acquired in payment or for the ])i'otection of their claims. It shall decide upon : otiu.ri.uwrr.. 1. Tho general conditions on which loans shall be gnuiled. 2. Tho preliminaries, forms and conditions of loans intended for tho working of tho cori)oration or the nntnnuement thereof, with or without hypothec. 3. Culls 'ipon shares issued and the issiu* of new shares, 4. Tho general rules to be followed in the investment of funds. .'). Tho annual statement of accounts to bo subndtted to the general mooting. (!. The determining tho amount of tho dividend and of tho sums to bo advanced on account thereof. 7. The amounts to bo credited yearly to the reserve fund and to tho provident fund, and tho method of investing them. 8. Tho establishing or closing of branch offices or agencies. 1). The amalgamation of the corpoialion with other companies. 10. Its anticipated dissolution. 11. Tho propositions to bo submitted to tho general meeting with respect to the increase of tho capital, the adopting of bydaws or regulations for tho government of tho corporation, for the direction and management of its affairs and the amendments or additions which it may be advisable to make in connection theic- with. 12. All amendments to be mado to the present act which shall previously bo submitted to the general meeting. 13. Tho rules nnder which the managers shall, in general, administer the affairs of their respective divisions. 14. The creation and issue of obligations or bonds ; tho date of their issue; the rate of interest, which shall not exceed that authorized by law in tho Province of Quebec ; tho date of the re-payment thereof; the number of drawings (Jirages vn sort) and the amount of tho prizes or premiums, tho percentage where- of, together with tho interest thereon, shall not exceed the rate authorized by law. 15. The agreements, transactions, compromises, investments, transfers of State securities {rentes scr VEtat) and others ; cancellation of hypothecary or privileged claims without pay- ment heing established ; the abandonment of all real or persomd rights; discontinuance of oppositions and cancellation of the registration of hyi»othecs, without previous re-payment. Tt kIiuH Hulnnit, each year, to the meeting a report upon the tU'counlH and tlio financial position of the corporation, whicli report shall ho printed and distriijuted to tlie imembcra at the moetini!^, Itsliall, in a word, decide upon all qno.stioiis which relate to the management of the corporation. A|i))lii'ntiiiii8 for loariK, &c. JIO. The Board of mannijfement shall decide upon applications for loans and other transactions, and ,ii;rant or refuse them ; but it shall refer to the Paris Committee all those the amount whereof ProvlHO OS to loans DViT u 1 1 11 >^ 1 . rurtaiii amount cxcocds twenty thousand dollars, Canadian currency, or one hundred thousand francs, French currenc}'. Apjwintnicnt, Ac, of IolmI lioai'il. Quorum. Ocletration n. Delay to give (ipiiiion by committee. If not received decision to bo considered as ai)pro\ed. Sale, lie, bonds in Enropc. 35, The Paris Committee shall have a register for the transfer uegisterof of the shares of the corporation, and shall forward a list of trans- «""""'"«»'• fors effected therein, to the office of the corporation in (Quebec, in order that a complete register may bo preserved there of all the shares to order in the said corporation. SKCTION III. — THE CENSORS. "(hall not incur (orformance of lO proper e.\e- nt, residing in 1 he corporation ope. nder the name 8 at such place •man and make he proceedings e. think advisable. inunicato to the 8 meetings, the obligation with 38. Three Censors shall bo appointed by the general meeting. Appointment ot Thoy shall remain in office for the space of three years, and one ^''^">*'»''s- third in number shall go out of office ; tlioy may alwavs be re- Duration of elected. " "'"'=«• In case of the death, absence, illne-iH or retirement of one of tho Death of censors, steps shall at once be taken by the roimiiniiig censors to «''"»"''''• replace him. Before entering into office, each of them must ]irove that he is Duticsbefore the holder of twenty-five shares. Such shiuvs shall remain f.ltj^""*''"* artectod by privilege, as security for his good conduct, and shall not be transferable while h.> remains in office. Tho provisions of section 2(> of this act shall apply to tho Application of censors as well as to tho directors. section ac. :i7. The duty of the censors shall be to see to the strict obser- vance of the provisions of this act. They shall bo entitled to bo i)resont at tho meetings of the board and of the Paris Committee, and to give their opinion. Thoy shall control tho creation and issue of obligations or bonds. They shall examiixo tho yearly accounts and inventories, and certify to their correctness. The books and accounts, and geneially all documents of the corporation, shall bo s-^bmittcd for their examination, at their request. They may, at any time, examine the cash, securities and vouchers of the corporation. 10 Anmmi return 38. Tlicy shall miiko an annual return to the general meeting, ti be iniMie. which rcturu shall he printod and distrihuted lo the meinhors at the meeting. May .iiii spcriai S9. Tlio censors shall have the right, when they unanimously muutinL decide upon it, to have a sjiocial general meeting called. Provincu iliviiled into (livisiu. M. DiviHioii." " Montreal Division.'' Territory coniiiriseil. SECTION IV. — MAN.\GKMENT IN THIS PROVINCE. 40. For the management of business, the Province shall he divided into two divisions. Onv> shall bo designated by the name of the " Quebec Division," and its place of business or office shrll be in the city of Quebec; the other shall be designated under the name of the "Montreal Division." and its place of business or office shall be in the city of Montreal. The first of such divisions shall include the territory to the east of the Rivers St, Maurice and Nicolet, and the other, the territory- to the west of such rivers. Subillvisloii of tlu'su divisions. 41, Nevertheless, the board of management may, if it deems proper, subdivide such divisions and form others, and establish offices in the new divisions. Manr^jreinent on ciu'li (livision. 42, The affairs of each division shall bo administered by a manager, who may also be a director. 1 (nties of )iianu},'ur. St'cnrity for niunaKemi'iit. 43, Before entering into office, evciy manager must prove that he holds one hundred shares. Such shares remain aft'cclcd by privilege, as security for his good management, and shall not be transferable whilo he remains in office. I'owers of jnanaifer. 44, The manager shall make rules for the internal discipline of his office, and shall sec to their observance. He shall carry out the decisions of the board of management, relating to the administnition of att'airs within his division. He shall bo the representative of the coi-poi'iition, as regards third parties, in all nuittors which como under his management. He shall sign cheques, drawn upon the bank in which the funds of the corporation arc deposited within his division; endorse securities made payable to order ; ])ay sums due by the corpora- lion ; take the necessary steps to recover sums due to it; give instructions for the institution of suits and proceedings which the affivirs of the coi'poration may render necessary; sign, in the name of the corporation and on its behalf, contracts of loan, subrogation, transfers and deeds of ^:)urchaso and sale ; give and I'cceive discharges for sums received or paid out ; execute and sign, in the name and on behalf of the corporati(m, all discontinuances and cancellations authorized by the board of management ; and shall, in a word, perform, within his division, all and every the acts of administration recjuired by the atl'airs of the corporation. 45. The manager may, with the permission of the board of management, rcfpiiro the assistance of and bo represented b}' a oral meeting, members ivt unanimously led. NCR. ince shall be by the name or offiec bhrll ted under tlie if business or ny to the oast , the territory y, if it deems and establish inistercd by a r must prove emain afteclcd and shall not rnal diseiplino management, iivision. on, as regards management. Inch the funds sion ; endorse )y the eorpora- le to it; give Bodings which ' ; sign, in the racts of loan, tale ; give and ecuteand sign, iscontinuances agemcnt; and and every the 10 corporation. : the board of presented ]»y a 11 deputy; but ho shall bo responsiWe for all his acts and the May have consoquenees thereof. iieputy ; All powers delegated by him shall be special and temporary. 46. Tho manager may suspend tlio employees in his office, but s„s,,ciici and he shall refer the matter to tho board of management. rei.iiico lie shall temporarily replace any employees who may |^e •'"'i''">'''''"' " suspended. In case of the death, absence or inability to act of any of tho emplo3'ees, he shall provide a temporaiy substitute. 47. On the Hrst day of January of each year, tho manager Furnisii shall preiiare a detailed statement of the operations of tho ''"'i*'"^''' corporation in his division during tlio preceding year. Tins document shall be submitted to the board of management, who, after having e.Kainined it, shall forward it, with its observations thereupon, to the censors. 4S. The president shall, after tho appointment of a manager Duties ..f by the board of management, execute in duplicate a procuration, rrosuitnt. countersigned by the secretary, authorizing him to act, within tho limits of his ])OWors, for and in the name of the corporation. A duplicate of tho procuration shall be dojiositcd in tho offict« of tho Provincial Sccrotaiy, and tho latter shall give notice, in the Quebec Official Gazette, of such a])pointment and of the deposit of the procuration. All registrars and all courts in the Province shall bo held, y„^^f^ „f „„j,^,^, after such notice, to receive all deeds passed by the manager, &.. within the limits of his powers, and bafoio the publication, in tho (Jazette, of a notice of a revocation of the procuration, as sufficient, without requiring any proof of his power to act. TITLE SIXTH. OE.VERAI, MEETI.N(iS. 41> The general moeiing, regularly constituted, shall rcpre- (Jommi sent tho whole body of the shareiioldcrs. iiKM^tniK, «h*i It shall be comj)osed of all tho sharoholders holding at least ,vi„,„inv twenty-live shares. coniponu. In order to l»o entitled to take part in the procet.iings of the \vi,o nmv ui o general meeting, the shareholders must have held siicii twenty- i>art in nicot'ii'.' five shares at (cast thirty days Itefore tho day ap[iointed for the meeting. The list of sharoholders having a right to take ])arl in the , |^, „, ,|,,,^,, general meeting shall be prejiared by the board of management, imvin,' ri^-iitt.. It shall show, opposite the name of each shareholder, the number *'''^' of shares which he holds. This list shall be open to the examination of such shareholdors as wish to examine it, at least ten da\s before the dav fixed lor the meeting, at the office of the corporation in (iueboc, and at tlic office of the Paris Committee. ♦SO, No one can bi; represented except by a proxy who is a wi,onmyi)» menibor of the mcoling. luoxits. ' il! Annual nieulinfjTH, Spcciiil nioctin^'9. Notice of cnllliiK iiicctini;8. Wliat iiotke must cuntain. When meeting eonstitutetl. In default of (ii'Mt, a uci'OiiJ nicctinx' may V)e talleii. Pi'oeeeilini;s at 8u;unU niet'tiiiu'. < micers of meeting;. 12 Sil, The goncnil meeting shall beheld before the thirtieth of April in each year, either at (Quebec or at Paris, in Fran<'e, according as tliero may be more shares to order held, and stocU certificates to bearer deposited in the Province of (Quebec or in France, thii'ty days before tlie date of the meeting. 555. Special meetings shall, moroovei", bo held whenever the board of management deems it necessary, or the censors unani- mously require the same. S3* The meetings shall be called at least sixty days beforehand, by a notice inserted in a daily newspaper in Paris, and in one in the Province of Quebec. Such notice shall specify the date of the meeting, as well as tlio ]dace where holders of shares, payable to bearer, are to deposit their certificates, at least thirty days before the date of the meeting. Shares to order shall be counted in one of the two alxtve categories, according as the holder shall reside in the Province of (Quebec or in France. Every shareliolder, who is not a resident of either of those two countries, shall be considered as residing in France. When the number of shares deposited shall have once been ascertained, the board of management shall, by a notice inserted in one of the daily newspajiers of Paris, and in one ])ublislied in the Province of Quebec, at least fifteen days before the date of the meeting, indicate the place at which such meeting shall bo hold. »'>4. The meeting shall be regularity constituted when one- fourth of the shares forming the capital stjck is represented thereat. 5:^, If the condition provided for in the preceding section is not fulfilleil, the board of management shall a second time call a general meeting, within an interval of at least one month. In such case the delay between the calling ol the meeting, and that on which it shall be held, may be rcduceil to fifteen days. All the ])roceedings of niendiers juesent at the second meeting shall be valid, whatever may be the nuniber of the shares which they represent, but only with respect to the subjects nientioned on the orders of the day drawn up for the first meeting. 50. The ofticers of the meeting shall bo the chairman, two scrutineers and a secretary. The president of the board of management shall \)0, ex-officin, the chairman of the meeting; in his default, the meeting shall l)c presided over by the vice-president, or, in tJie absence of both, by the director designated by the board. The duties of scrutineer shall be ])oriorme;l by the two share- holders who shall ]'epi'eseiit, either iu their own name or as proxies, the greatest number of shaies, and if they refuse, then by the two shareholdei's next in ordc;', and so on until two have accepted. The chairman and the two sciutineei's shall appoint the secretaiy. liiLL 13 he thii'tioth of ris, in Franco, lold, !ui(l stock ((Jnoboc or in vvhoiiovor tlici con.sors miuiii- avs Itclbrelinuil, , and in ono in X, us woll as tlio urc to deposit le date ol' llio tlio two ahovo the Province ot or of those two e. lave once boon notice inserted no i)id)lished in i the (hitoof tlie ; shall be iield. ited when one- is represented fiy. The report of the board of management, on the position Report of of the att'airs of the corporation, shall bo read to the meeting, as J°^^ *" '*" also, if necessary, the observation of the censors. That of censorN. It shall approve or reject the annual accounts, and shall ooncraiimwuis detinitely fix the amount of the dividends. °' '"*"'*'"'''• It shall appoint the directors and censors, whenever it is necessary to replace them. It shall take into consideration, when the ]>ropositi()n is submitted to it, the advisability of increasing the caj)ital of the corporation, and also the rules and regulations for the government of the corporation, and for the administration and management of its art'airs, and also the amendments or additions to bo made to them. FiiuUly, it shall dotinitoly decide upon all things touching the interests of the corj)oration, and, by its resolutions, confer upon the board of maiuJgement tlic necessary powers for such cases as have not been provided foi'. SiH. The decisions of the mooting shall bind all shareholders, itLdsion, oven those who are absent or who difior in opinion. bindintf. Siii. The proceedings shall bo recoi-ded by minutes, entered in Mimitu»to a sj)ocial i-eiristor and sinned by the officers of the meetinir. '^'' " be by <>0. The ])roof of the proceedings of the general meeting proof of shall, as far as thii-d j)arties are concerned, be derived from true p>"o«««i«i"':-'»' copies or extracts, certified as such by tho president or vice- president. TiTLK SKVENTIl. iding section is ocond time call no month, he meeting, and 1 fiftoon days, second meeting lo shares whicli jocts mentioned eeting. ^ chnirman, two all bo, ex-o^dn, meeting shall iu' once of both, by the two share- v\\ name or a> hev retuso. tluMi until two havo dl appoint the OK LOANS AND OTHER TRANSACTIONS. Ol- The coi'poration shall ett'ect h3'pothccary loans of two kinds. i'<>i"is ••>; The first shall be repayable at longdate, by annuities calculated '-"'■i'"""^"'"- so as to extinguish the debt in a space of ton years at the least, and filty j'oars at the most. The second shall be roj)ayid»lo, at short date, within a period less than ton years, with or without a sinking fund. 'oiiilitioiis (if <»U. The corporation shall lend to projx'ietors of ininjovablos <'o only on first hy])Othec, constituted seigniorial rents and ecpiivalent '™ ground rents being alone excepted. Loans, by which debts already registered are to be repaid, shall bo considered as made on first hj'pothoc, when, by the liictof such ]»ayment or the subrogation made in favor of the corpoi-ation, tho hypothec so created shall be the first, and without concurrence. In such cases, the corporation shall keep in its jiossession sutficieiit funils to meet such paynient. OSt. Loans cannot be oHectod by tlio corimration on the Loans .•niiii..t tollowmg: eerluin 1. Theatres. property. 2. Mines and (Quarries. ■{. Woudhunls. 'U 4. Undivided immovables, if tlie hypoUioe bo not established on the whole of such immovables, with the consent of all the co-propi'ictors. 5. Immovables of which the usufruct and the mere ownershi)» are not vested in the same person, unless all those having any rights in the property consent to the creation of the hypothec. This provision relates to the n\anagemont only, and shall not attect the validity of the hypothec. S 'Ciiritj- rj iniro'd. 04. The corporation shall accept, as (security, only those immovables of which the revenues are deemed sntftcient. Amount uf loiin. OS. The amount of the loan shall not exceed one-half of the ostimated value of the immovable hypothecated. ^SSSSOBAm Annual rjvenue to c |iial annuity. 06. The annuity, which the barrakil payment. Inilumnity In ua»iti of. OS. The annuity, as well of long as of short date loans, stipulated in the contract of loan, shall include : 1. Interest; 2. The sinking fund, determined by the rate of interest and the duration of the loan ; ;{. An annual allowance for cost of management, which can not e.xcee i one per cent, per annum of the principal loaned. Ott, The annuities shall be payable half-yearly, at the dates fixed by the board of management, but when the lirst instalment is due the borrower shall only jray the interest for such part of the six months which shall have elapsed from the time of the etfecling otthe loan until the puymont of such first instalment. 70. Kvery half yearly instalnioiiL of un annuity, if not paid when due, shall of right and without any patting in default being necessary, bear interest, foi- the benefit of the ci)rj)oration, at the same rate as the loan itself. The same shall apply to all costs of suits, from the day uj»on wiiifh thoy have boon paid, whelhei" sottlel by consent or taxed, incurred by the corj)Oration, in order to obtain payment of its ulairu. The non-payment of the sums due half-yearly on such annuity, .shall give the right to exact the balance of the loan, without any putting ill default being necessary. Tl. J)o!it )i-s siiail have the right to discharge their debts before they become due, whether in whole or in part only. Anticipated payments shall give rise to an indemnity in favor of the corporation, which shall not exceed three per cent, of the capital rej)aid be*''>re coming due. -:& Is 1 16 established b of all the 5 ownorshi]* having any lypothec. nd shall not 7'2. The borrower shall be olilip;cd to inform the corporation, within a delay of one month, of any total or partial conve3anc'es which he may have made. In default of his informing the corporation of such facts, Avithin the above mentioned delay, the corporation shall have the right to exact the repayment of the balance of the loan ; moreover, it shall have a right to the indemnity tixcd by the last paragraj)h of section 71. C'oiivt.vanre to l)L> iiotilled tu nii|ioiutiLii. Kffei t of roporty with reference to incumbrances and of the civil statun of tho borrower. If the loan is effected for the purpose of ])aying off debts, there shall be an undertidting to that effect ; if there bo any dowei", there shall be a renunciation of the same by the wife or childien ; a deposit of the suirf borrowed, until the position of the jtroperty, with leferonco to incumbrances, has been verifieil, and a delay for the final completion of the loan. SS. Eogistration shall be etfected in favor of the corporation Rosistration, against the property hypothecated, and the hyj)Othec shall rank from the day on which the registration was made, although the amount may liavo been paid over aftci'wards; and a certificate of the registrations, ettected since the date of that which was filed with the application, shall be obtained. Tho solicitor shall aflerwards ascertain the jiosition of the property, with reference lo incumbrances, and also the borrower's 'ights of ownership at tho date when the legisti-ation was etiected, and shall report thereon to the manager. If, at tho date when the registration is eft'ected, the borrower's rights of owner- ship have not changed, and if ni» obligation has been registered subsequent to the date of the certificate of registration filed, or if the incumbrances subsequently registered are to bo repaid by means of the loan, the monies, to the amount of the loan, shall be jnxid over. In cases where registrations or real rights appear which alter the situation of things, as declared and accepted, then the applica- tion shall not be ibllowed up; tho contract of loan shall be resiliated and the registration in favor of the corporation can- celled. 80. In tho case of a transfer of hypothecary or privileged Transfer of claims the transfer shall be registei-ed ; and when it has not been accepted by the debtor, it shall be served upon him ; the price shall bo paid only after the solicitor has reported that everything is in oi*der ; otherwise, the claims shall be re-assigned. Duty of Hollcitor. If fiirtlur rcttistrations a|i|iuar. IDMlH, &!', A|i)i1ii'Atioim hy ci'rtttlii i'ur|iurutiiiii». To wlioiii iifuri't'il. FlUtlllT proucedinirs uii Hiidi ii|(|iliiatlniin. A|)|ilic'!'VKiii9 liy ^'uvuriiineiit. Ti> whom rcft'ireil. A|i|>1icatinii o( section s;t. I'owor of loonl lii'iiril ill (■i:rtaiii uuses. I'ower nf U'<^IIUi'ul iiifuf iiif with reH|)«(!t to proviaioiiH of Tilli' S. 18 ST. All costs nnd oxpotifiOH rondcrod noccapnry by tho nnplien- tion tov a loan or proposiil for ii tranHt'er hIiuII bo tlelVftyed by tho l)or8on making hucIi uitplicution, or proposinj^ Huch trunHt'ur, even when tho loan is not oH'ootod or tho tranHl'or does not take place. HH. ApplicationH for loanH by miinioipal and school corpora- lions, /a6n'yM«s and church truHtoos, and proposals for tho bhIo of bonds or debentures of numicipal or school corporations, or of incorporated companies, shall likewise bo subject to examination and approval by the board of management. Such applications and proposals shall, in the tirst place, be referred to tho valuator, in orclor that he may ascertain tho value of tho securities, cither hypothecary or personal, as tho caso may be. They shall afterwards, if tho board accepts them, be referred lo tho solicitor, in order that ho may examine into and verify the powers of the corporation, fabrique, trustees or comi)any, and the validity of the bonds or debentures ; and when there is an ofibrof hypothecary security, he shall examine into tho right of owner- ship to tho property ottered as security, and its position with respect to incumbrances. Tho provision contained in tho last paragraph of scctiou 83 shall apply to such applications and proi)osal8. SO. Applications made by tho Government for loans and pro- ])Osals for the sale of public securities of tho Province shall likewise be subject to examination and api)roval by the boanl of management. If tho board accepts them, they shall bo referred to tho solicitor in order that he may examine into and verify tho powei's of the (Jovornment, or the validity of tho public securities. The provision contained in tho last paragraph of section SIJ shall also apply to such applications and proposals. 90. When the board of management has appointed a local board, the latter shall bo vested with all the jwwers of tho board Avith respect to ajjplications for loans and proposals for the transfer of hypothecary or privileged claims, the amount whereof docs not exceed ten thousand dollars, Canadian currency, or fifty thousand fiuncs, French currency, save and except the limitations which shall bo imposed by the board under and in conformity with section 31. OI. A general meeting of tho shareholders may, at tho suggestion of the board of management, modify or even cancel the whole or part of the provisions contained in tho present Title yiir. TITLE NINTH. OBLIGATIONS Oil BONDS. SECTION I — GENERAL PROVISIONS. issuu of hoiKis. 02. The corporation may create and issue obligations of twn kinds : Keait'stttti; Tlio first shall be created to represent the operations of the ohiitrutions. corporation, with the exception of loans to govcrnraent, to muni- I' til '*^. .^- 1!) y tho anplien- iVnyetl by tho trniiHter, oven )t take placo. uhool corpora- br tl»o Hiilo of rations, or of o oxaminution lirst placo, 1)0 tain tlio valiu) as tho caHo , be roferroil to and verify tbe apany, and Ww i-e is an oftbrof •ii^lit of owner- position witli section 83 shall loans and pro- Province slnill jy the boai-d of d to tho solicitor ) powers of the IS. h of section 8:5 Is. I pointed a local ers of tho board •oposals for the amount whore(»f irrenc}', or fifty it tho limitations I in conformity cipjil or school corooralionM, fahnques, and church triistoos, and public Hocuritios and bonds or d«)benturos of municipal and school corporationn, in hand : they shall bo known as " real estate obligations." Tho second shall bo create I to represent the loans to govern- sikm ai merit, municipal and school corporations, fabriques and church "''"»""•""*• trustees, and public securities and bonds or debentures of muni- cipal acid school corp(U'ations, in liaml : thoy shall bo known as '^' "special obligations.'' 0«|. Tho obligations created by tho corporation shall bo sub- «',itc(r'.ric»of \ divided into six categories : ''"'"'''• 1. Those rodoomablo at par, witli ;v fixed term for redemption, without prizes ; 2. Those rodoomablo with prc'ViiiuiH at a fixed term for redemp- tion without prizes; ;{. Those rodoomablo at par, within a definite delay, without ?any period being fixoJ lor their redemption before such delay, and '' by means of a drawing of numbers without prizes ; 4. Those rodoomablo at par, with a right to participate in |)rizes, within a definite delay, without any period being fixed for their redemption before such delay, and by moans of a drawing of numbers; 5. Those rodoomablo with a premium, within a definite delay, without any period being fixed lor their redemption before such delay, and by moans of a drawing of numbers, without prizes ; 6. Those redeemable at par, with a premium and a right to jiarticipato in prizes, within a definite delay, without a period being fixed for their redemption before f-uch delay, and by means of a drawing of numbers. The board of management shall determine the duration of tho Drawings, &c. delay and the date of tho drawings. I'rizfsi, iVc. tt-4. The prizes and premiums attacliod to such obligations, and jiayablc when they shall bo withdniwn fron\ circulation, shall noc exceed two percent per annum on the capital represented by the series of such obligations ; and the aggregate amount of the interest and of the percentage for prizes or premiums shall not exceed tho rate of interest authorized by the laws in force in the i'l'ovinco of Quebec. The board of management shall delermino the importance and the method of apportionment thoreof. 1>»5. The drawing of tho obligations which are to bo rojiaid, iMnwiii-iKivv shall be effected by lot, in presence of the censoi-s. niTtctcd. vv ^^- Within eight days from such drawing, the numbers drawn rniiiisiiinifof |^>Hgation3 shall ceaso to run. 3 may, at tho revon cancel tho 10 jirosent Title 20 Cuiicullutiiin of l)Ulldl4, IIOHtnirtloll lit IioiiiIh, Minute to liu kipt, * 'niu'vllatloii 'if ii)ill|{ntiiiii ruUuuiiuHl l),v aiitld|>Ktl»ii. 9H. Tlio obligutioiH rccluottied by Huih ili-awinj; of numbon hIiuII bo at onco cRiicolloil by moans of a Htamp. Thoy hhall bo dostroyod in tho prcsoiice of tho proHidcnt, or of his roprosontativo, ami ono of Iho consorH. A minute of hucIi oponition hIiuII bo ko])t of locord. Oil, Tho obligations rodoemoil by llio corporation by a Bcial stamp, antici- pated piiymonts shall at onco bo stampod with a spo( and thoy can bo roplacod in eirculalion only by a resolution of the board of mana^romont. In all cases thoy shall participate in tho drawini!; of numbers, <)llllf{lltillMN OllliKUtidllH til (inlur. Traiiifom. OliliKntluna til liiinrer. Aiiiniiiit of ubliKUtions. Interest upon. I'ayniont to lioUlur of cortltlcutu. Olili);at!ong, liow represented. Seal u|ion. Intorodt, (o be mentioned. lOO. The oblif^ations Hhall bo payable oithor to ordtM* or to bearer. Tho oblij^alions payable to order shall bo transferable in tho same manner as that indicated for tho translbr of shares to order, in accordance with tho provisions of section 13. Tho corporation ^ validity of transfers provision Tho corporation shall not, in any case, be rosponsiblo for tlio transferable by simple Obligation.s payable to bearer shall bi delivery. lOI. No oblijjjation shall be issued for an amount less than three laindred franc.-*, Freneh currency. lOS. Tho obligations .shall boar interest, the rate and tho dafo and manner of payment whereof shall be determined by tho board of management, but such interest shall not exceed the rate authorized by the laws iu force in the Province of Quebec. Whatever may bo the form of the obligations, the payment of the interest thereon to the holder of tho certiHcato shall bo lawful. I03« The obligations shall bo roprosonted by documents ot evidence taUen from a register with a counter tl)il. They shall be signed by two directors, and shall boar tho seal of tho corporation. 104. Tho interest upon obligations, the premiums or prizo-i. and the sinking fund shall all be set forth upon tho document of evidence. SECTION ir. — IIK.VI- ESTATK OBMO.VTIONS. Amount of ical lOtS. The total amount of the real estate obligations cannot ohUgfttions. exceed the amount of the bonds and dobonturos in hand, and ol the claims hold by the corjioration, after deducting loans made to (Tovernment, municipal and school corporations, fabriqaes ami church trustees and ])ublic securities and bonds or debentures of municipal and school corporations, in band. ^^^'y •'"*'*' I06. The real estate obligations siiall bo secured by tho asset - oiiiifc'atiuna. of tho Corporation, with tho exception of claim.s specially art'ectcii to tho rolomption of sj)cciul obligations. 21 of numloiM uHiilcnt, or of .1. (Ill l»y anticl- [lecial ntump, I rosoliition of ot'nuinboi'H. J orcl«n* or to bniblo ill tlio itu'os to onlc'i*, iiwiljlo for tho bio by simple )unt less than e and tho dafo d by tho boaiMl ood tiio rate Cjiicbof. 10 payment ol" IIol(iot'4 of real cstato obli^ationH nhall havo no other iinrnurM) c.r vccourso for thorocovory of tho principal and interest duo thereon IIoIjIi'"" "'""'' than that which thoy may oxorciso ugainnt tlie c 'loration iliroctly. SUCTION IM. — SI'KCI.VJ, OBMOATIONM. lOM. Tho total amount of tho wpocial obligations cannot «.\ceed Ammuitof the amount of loans made by tho corporation to tho Oovornmont, XiilwtionH, to municipal and school corporation», to fabriques and to church trusteoa and public Hocuritius and bonds or debentures of :Quni- cipal school corporations, in hand. lOO* The security for tho rc-paymont of tho special obliga- secnriiv of tions shall, in addition to tho ordinary assets of tho corporation. "r?,'i"L consist m the special warranty which tho latter holds for tho loans and public securities and bonds or debentures which tlioy ropresonu no. ]Ioldors of special obligations, in addition to their right Kec.uMe of of tt(;tion for debt against tho corporation, may exorcise every ipiruT "' lawful recourse to obtain tho realization of tho securities pledged oi.iisaiions. for their payment. TITLE TENTH. .■VCQUI8ITC0N OF REAL ESTATE. 111. Tho corporation may acquire and possess such real con">ration estate, as may be necessary ft)r its offices for the administration "ealesute'" of its affairs in the Province of (Juebec, but tho value of such real estate, acquired in each division, for such purpose, shall not exceed, at the time of such acquisition, the sum of twenty- five thousand dollars, Canadian currency. Jt may lease, hypothecate and sell such real estate; it ma} i.ta-sp, &c., also, for the protection of its investments, purchase the immov- ■"""• ubles hypothecated in its favor; but it shall sell such immovables, siiaii fo'i xmiio *.' 1 . . /. ' 1 ., /. ., I ■ .,. . within fcrtjin SO acquired in payment or for liio security of its claims, within u,,,©, t^cvcn years from tho acquisition thoieof. TITLE Ei;EVENTn. ss. gat ions ciuiiiot in hand, and ot ; loans miulo to , fabriques and • dobontuics of id by tho assL't ■ >ocially atlectcd ;5t .4 INVENTORIKS AND ANNUAI- STATEMENTS OF ACCOUNT. lliS. The corporation's financial year shall commence on the Fiimtioiai jenr. 1st of January, and end on the Hist of December. The first term shall include, in adr(lt term when the corporation commences its operations, the whole of tho rnHmit?. following year also. 113- At the end of the financial year, a detailed general stutnuicnt at statement of the assets and liabilities shall bo prepared, under ^"'' °* y*"*''- the supervision of the board of management. And, further, a AsRetsftmi siimmary statement of the assets and liabilities shall also bo ^abilities. prepared every six months. 22 Accounts by whom lircpareit. To whom Mlbinittjd. Tlio accounts shall bo prepared by the board of management. They shr.ll bo submitted to the general mooting of the sluu-e- holders, whicii shall approve or reject the same, and shall determine the dividend to bo paid, after having heard the I'oport of the board and that of the censors. Profits. TLTLE TWELFTH. DIVISION OF PROFITS, UESEaVE FUND AND PROVIDENT FUND. 114. The nett proceeds, after deducting all charges, shall constitute the profits of the corporation. DNposiiI of prolitx. 1I»S. Fi'om and out of such'profits there shall bo taken : 1. Five per cent, from the total amount, to form a reserve fund ; 2. The sum necessary to allow the shareholders five jier cent, upon the amount of their paid up instalments ; 3. If deemed advisable, a sum which shall not exceed twenty per cent, of the nclt profits, for the formation of a provident fund. Of surplus profit. lie The surplus profit, after deducting the above, shall be distributed as follows : 1. Six per cent, to the directors ; 2. Six per cent, lo the founders; 3. And the balance to the shareholders, namely, eighty-eight per cent, of such surplus. If reserre 117. When the reserve fund slinil amount to one-fourth of the re».h^e»ce>tain capital stoclc, the percentage of which it is formed shall cease to be set aside. If such reserve is encroached upon such percentage shall again be set aside. Rescivefiiru., The resorvo fund is destined to i.rovidc for unforeseen circum- ..n.1 what ubcd stances. TITLK TIllIlTKENTH. Siiei'i;il nutiti in certain lasoc.. OF THK RULES OR REGULATIONS. lis. WIkmi the general meeting sh:Ul be fdled upon to vote on the udojition or amendment of the rules or regulations, the notices calling such meetings shall contain a summary mention thereof. The proceedings at such meeting shall not bo valid unless carried by two-thirds of ihe votes, representing at least ono-third of the registered shares. H.v lausiK.tio 11!>. The rules or regulations must not be contrai-v to llie J»<^.ontr.ry to laws of the Pi-ovince of (Quebec, nor to tl.e provisions of this Act ; and those to take efiect and be executed in France must not be m conflict with (be laws of that country. 23 120. The rules or regulations sliallhavo full force and effect..,,, ..... only when they shall have been approved by the Lieutenant- 1'"';"'^^'*"°'"'' Ciovernor-in-Couneil, and published over the sii-iiature of tlu; " "*"" Provincial Secretary, in tlie Quebec OtHcial cJa/ette. Approval ami TITLE FOURTEENTH. DISSOLUTION AND LIQUIDATION OF THE COUPORATION. 1S1. The corporation shall be dissolved at the expiration of Dissolution of tlie time fixed by section 4, unless by resolution of the general ^"n-rati"' . meeting, voting in the manner prescribed in the last paragraph of section 118, its continuance be authorized. 133. The continuance of the corporation shall be submitted, continuanop of at the latest, to the general meeting of the shareholders dui-ing •^'"■i'"'"''""- the course of the year preceding that in which it would otherwise cease to exist. 133. In the event of the coiporalion having lost, in addition if wrtain to its reserve fund, one-third of its capital stock, the dissolution Japlia" i?,m, and liquidation of the corporation shall be proceeded with, unless ii and appointment of liquldatorx. I.ftwa under which diMsolu'liou shall take 1 laou. 13S. The ijeneral meeting shall retain its powers during the Powers of 1. . 1 ,. j-.*^, ,. * '^ L'en. nieetinjf liquidation of the corporation. liupint' ii(i. The board of management shall cease to ba\'e any powers as HnBrdof soon as the liquidators are appointed. manasfcmcnt. TITLE FIFTEENTH. ORGANIZATION AND FINAL CONSTITUTION OF THE CORPORATION. 136. The persons mentioned in the preamble shall open, in ^^^^^^ Paris and Quebec, subscription books for the first issue of shares siibsiription in the capital stock at such places and for such time as they may ''""'"'• deem advisable ; after the clesing of the books they shall allot the five thousand shares, forming the first issue, in such manner as they may deem proper. Each subscriber shall, when he subscribes his name, make an eioc of dom. election of domicile in France. •" *'"«•'"'«•• Notice shall bo given to each subscriber of his allotment by a Notice of letter addressed to the domicile indicated and sent by post. ulliitnieiit. 24 Payment of NutMcrilivr. Sharehol(lci«. (Janeral iiioeting to bu cal eti af ler I erlain )ia.viiientM. Who shall eievt OirevtorH at flrat meetiiiK, mill ceiuors. Within live davs from Uio date at which such letter was sent to hin nddi'oss, each subscnber shall pay, into the hands of the person or banking institution designated for that purpose, ten per cent, upon the amount of the shares allotted to him. The subscribers who shall pay ten per cent, shall become share- holders. As soon as the first issue of shares shall have been placed, and tcfi per cent, upon the amount issued shall have been paid up, the person, specially selected for such purpose among those mentioned in the preamble, shall call a general meeting in Paris of the share- holdej-s, by notice inserted in one of the daily newspapers in Paris, at least ten dnys before the date of such meeting. At such meeting the persons mentioned in the preamble shall elect the first directors, and the meeting itself shall elect the censors, and thereupon the corporation shall bo duly organized, and may commence its operations. TITLE SlXTEENTir. PRIVILEGE. Privilege nf croppitralion. In what it cuiisists. IS 7. A privilege for fifty years, dating from its final organiza- tion, is granted to the corporation. Such privilege shall consist in the Government of the Province of Quebec binding itself not to authorize the formation, within the limito of its territory, of any other landed credit society, in any way represented in France. Act in fore e. TITLE SEVENTEENTH. COMING INTO FORCE. IftH. Ihi-s act shall come into force on the dav of its sanction. I