DOMINION LEGISLATION—CANADA 841
S. 80-82. The directors of a corporation may make by-laws
for borrowing money, issuing bonds, debentures,
etc., and pledging such bonds and debentures,
and also for creating and issuing any part of the
capital as preference shares, and for the con-
version of preference shares into common shares,
debentures or debenture stock; debentures into
debenture stock or preference shares or any
class of shares or securities into any other class.
No such by-law shall have effect until confirmed
by a vote of shareholders present and holding
not less than two-thirds of the issued capital
represented at the meeting or by a vote of two-
thirds of the members so present or represented
at a general meeting specially called for the
purpose. Any by-law which has the effect of
increasing or decreasing the capital shall be
ineffective until confirmed by supplementary

letters patent.

There must be at least three directors of a company,
and they must be elected by the shareholders in
general meeting.

person holding shares in the capacity of trustee or
executor may in virtue of such holding be elected
a director of a company; and where a corpora-
tion holds shares in trust, any officer of the
corporation may be elected as a director.

Contains similar provisions to s. 149 of the English
Act of 1929 with regard to disclosures by directors
of their interest in contracts.

» company, except one dealing in shares, may
sven if authorised by its constitution, purchase
shares in any other corporation except by virtue
of a by-law confirmed by a vote of shareholders
present or represented by proxy at a general
meeting called for that purpose and holding
not less than two-thirds of the issued capital
represented at the meeting.

Directors are personally liable if a dividend is paid
out of capital or when a company is insolvent.
wo loan shall be made by a company to any share-
holder: and if the section is contravened all
directors and officers of the company who
assented shall be jointly and severally liable to

the company for the amount thereof.

The directors of a company shall be jointly and
severally liable to the labourers, servants and
apprentices thereof for all debts not exceeding
one year’s wages due for services performed for
the companv while thev are directors. Provided

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